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): October 14, 2016

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)	(IRS Employer Identification No.)
20 West Avenue Darien, Connecticut		06820
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 202-8900

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:

☐ 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.

Share Sale Agreement

On October 20, 2016, Genesee & Wyoming Inc., a Delaware corporation (“G&W”), GWI Acquisitions Pty Ltd, a newly-established, wholly-owned subsidiary of G&W (the “Purchaser”), Glencore Coal Pty Limited (the “Seller”), and Glencore Operations Australia Pty Limited (the “Seller Guarantor”), entered into a Share Sale Agreement (“SSA”) pursuant to which the Purchaser agreed to acquire 100% of the issued share capital of Glencore Rail (NSW) Pty Limited (“GRail”) for cash consideration of A$1.14 billion (US$866 million at current exchange rates) (the “GRail Transaction”). G&W has agreed to provide a guaranty in favor of the Seller of the Purchaser’s obligations under the SSA.

The GRail Transaction is expected to be consummated during the fourth quarter of 2016, contingent upon customary closing conditions, including the receipt of Australian Foreign Investment Review Board approval. The Seller or the Purchaser may terminate the SSA if the closing conditions are not satisfied on or prior to January 12, 2017 or, if the Purchaser is able to extend the commitment period under the Debt Commitment Letter (described below), no later than February 28, 2017. The SSA contains customary provisions, including without limitation, post-closing adjustments to the purchase price based on the working capital of GRail at closing; obligations on the Seller prior to closing to conduct the business of GRail in its ordinary and usual course in accordance with its usual business practices; certain representations and warranties from the Seller for the benefit of the Purchaser; and certain indemnities from, and rights to bring action against, the Seller for the benefit of the Purchaser for breach of such representations and warranties and certain tax matters, subject to customary limitations and caps.

In connection with the acquisition of GRail, G&W has obtained a commitment for equity financing from a Macquarie Infrastructure and Real Assets consortium (“MIRA”). Concurrently with the closing of the GRail Transaction, MIRA will contribute A$644 million (US$489 million at current exchange rates) in the form of cash and shareholder loans to G&W Australia Holdings LP, an existing partnership that is wholly-owned by G&W (the “Partnership Transaction” and together with the GRail Transaction, the “Transactions”). This partnership will be jointly-owned, 51.1% by G&W and 48.9% by MIRA (the “Partners”), following the closing of the Transactions (the “Partnership”) and will own G&W’s existing Australian business and GRail. Following the Transactions, G&W will consolidate 100% of the Partnership in its financial statements and will record a noncontrolling interest for MIRA’s 48.9% equity ownership. The Partnership will be governed by a management committee, which will contain representatives appointed by both MIRA and G&W and will be required to report to the general partners on a periodic basis. Certain matters will require approval by both Partners, in general these include: (i) hiring and firing of select executives of the Partnership; (ii) commitments relating to significant contracts or other matters; (iii) approval of the Partnership’s strategic plan, which is a long-term plan outlining the expectations of the partners for the business (including leverage, equity returns and capitalization); (iv) mergers or consolidations; (v) incurrence of material indebtedness; (vi) capital structure changes; (vii) changes to the distribution policy; and (viii) related party transactions. The Partners also have agreed to certain customary exit rights with respect to their interests in the Partnership.

Commitment Letter

On October 14, 2016, and in connection with the Purchaser and G&W entering into the SSA, GWI Holdings No.2 Pty Ltd, a wholly-owned subsidiary of G&W and the direct parent company of the Purchaser, entered into a mandate, commitment and fee letter for debt financing (the “Debt Commitment Letter”) with Australia and New Zealand Banking Group Limited, Bank of America, N.A. Australian Branch, BNP Paribas, Citibank, N.A. Sydney Branch, Commonwealth Bank of Australia, JPMorgan Chase Bank, N.A., National Australia Bank Limited, Sumitomo Mitsui Banking Corporation and The

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Bank of Tokyo-Mitsubishi UFJ, Ltd. (collectively, the “Lenders”), pursuant to which, subject to the terms and conditions set forth therein, the Lenders have committed to provide to the Purchaser up to A$690 million (US$524 million at current exchange rates) in senior secured term loan facilities and up to A$50 million (US$38 million at current exchange rates) in the form of a revolving loan facility.

The Lenders and certain of each of their affiliates may have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Credit Agreement Amendment

On October 20, 2016, G&W entered into Amendment No. 2 (the “Amendment Agreement”) to the Second Amended and Restated Senior Secured Syndicated Facility Agreement, dated as of March 20, 2015, among G&W, RP Acquisition Company Two, Quebec Gatineau Railway Inc., Genesee & Wyoming Australia Pty Ltd, Rotterdam Rail Feeding B.V., ERS Railways B.V., GWI UK Acquisition Company Limited, Bank of America, N.A., as administrative agent and co-lead arranger and co-bookrunning manager, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-lead arrangers, co-bookrunning managers and 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, and the lenders and certain guarantors party thereto from time to time (as amended by the Amendment Agreement, the “Credit Agreement”).

The Amendment Agreement permits, among other things, G&W to enter into the Partnership Transaction and the GRail Transaction (collectively, the “Australian Reorganization”). The Amendment Agreement also permits the repayment in full and termination of the obligations of the Partnership and its subsidiaries (the “Australian Loan Parties”) under the Credit Agreement (the “Australian Refinancing”). The Amendment Agreement further amends certain covenants in the Credit Agreement to increase the size of the permitted incremental facilities thereunder to permit the incurrence of up to $575.0 million of incremental facilities or other indebtedness to backstop the repayments related to the Australian Refinancing and the financing of the Australian Reorganization.

Following the Australian Refinancing and Australian Reorganization, the Australian Loan Parties shall become unrestricted subsidiaries under, shall cease to be party to and shall have no obligations under, the Credit Agreement.

Certain of the parties to the Amendment 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.

The foregoing description of the SSA, the Debt Commitment Letter and the Amendment Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in its entirety by, the full text of the SSA, the Debt Commitment Letter and the Amendment Agreement, copies of each of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, which are incorporated herein by reference.

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Cautionary Statement Regarding Forward-Looking Statements

This filing contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates and projections at the time G&W makes the statements and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should, “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and G&W cautions readers that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Factors that could cause actual results to differ materially from those described in this filing include, among others: uncertainties as to whether and when the Transaction will be consummated; general economic and business conditions; and other factors. Readers are cautioned not to place undue reliance on the forward-looking statements included in this filing, which speak only as of the date hereof. G&W does not undertake to update any of these statements in light of new information or future events.

Item 7.01 – Regulation FD Disclosure.

A copy of the press release announcing the Transactions is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit		Description
	10.1	Share Sale Agreement, dated October 20, 2016, relating to Glencore Rail (NSW) Pty Limited by and among Genesee & Wyoming Inc., GWI Acquisitions Pty Ltd, Glencore Coal Pty Limited and Glencore Operations Australia Pty Limited.*
	10.2	Mandate, Commitment and Fee Letter, dated October 14, 2016, among GWI Holdings No. 2 Pty Ltd and Australia and New Zealand Banking Group Limited, Bank of America, N.A. Australian Branch, BNP Paribas, Citibank, N.A. Sydney Branch, Commonwealth Bank of Australia, JPMorgan Chase Bank, N.A., National Australia Bank Limited, Sumitomo Mitsui Banking Corporation and The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	10.3	Amendment No. 2, dated as of October 20, 2016, to the Second Amended and Restated Senior Secured Syndicated Facility Agreement, dated as of March 20, 2015, among Genesee & Wyoming Inc., RP Acquisition Company Two, Quebec Gatineau Railway Inc., Genesee & Wyoming Australia Pty Ltd, Rotterdam Rail Feeding B.V., ERS Railways B.V., GWI UK Acquisition Company Limited, Bank of America, N.A., as administrative agent, and the agents, lenders and guarantors party thereto from time to time.
	99.1	Press release, dated October 20, 2016, announcing the entrance into an agreement for the acquisition of Glencore Rail (NSW) Pty Ltd.

* Certain schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedule, or any section thereof, to the Securities and Exchange Commission upon request.

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SIGNATURE

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.
Date: October 20, 2016	By:	/s/ Allison M. Fergus
	Name:	Allison M. Fergus
	Title:	General Counsel and Secretary

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INDEX OF EXHIBITS

Exhibit		Description
	10.1	Share Sale Agreement, dated October 20, 2016, relating to Glencore Rail (NSW) Pty Limited by and among Genesee & Wyoming Inc., GWI Acquisitions Pty Ltd, Glencore Coal Pty Limited and Glencore Operations Australia Pty Limited.*
	10.2	Mandate, Commitment and Fee Letter, dated October 14, 2016, among GWI Holdings No. 2 Pty Ltd and Australia and New Zealand Banking Group Limited, Bank of America, N.A. Australian Branch, BNP Paribas, Citibank, N.A. Sydney Branch, Commonwealth Bank of Australia, JPMorgan Chase Bank, N.A., National Australia Bank Limited, Sumitomo Mitsui Banking Corporation and The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	10.3	Amendment No. 2, dated as of October 20, 2016, to the Second Amended and Restated Senior Secured Syndicated Facility Agreement, dated as of March 20, 2015, among Genesee & Wyoming Inc., RP Acquisition Company Two, Quebec Gatineau Railway Inc., Genesee & Wyoming Australia Pty Ltd, Rotterdam Rail Feeding B.V., ERS Railways B.V., GWI UK Acquisition Company Limited, Bank of America, N.A., as administrative agent, and the agents, lenders and guarantors party thereto from time to time.
	99.1	Press release, dated October 20, 2016, announcing the entrance into an agreement for the acquisition of Glencore Rail (NSW) Pty Ltd.

* Certain schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedule, or any section thereof, to the Securities and Exchange Commission upon request.

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EX-10.1

Exhibit 10.1

Share Sale Agreement

Dated 20 October 2016

Glencore Coal Pty Limited ACN 082 271 930 (“Seller”)

GWI Acquisitions Pty Ltd ACN 615 317 130 (“Buyer”)

Genesee & Wyoming Inc. (“Buyer Guarantor”)

Glencore Operations Australia Pty Limited ACN 128 115 140 (“Seller Guarantor”)

King & Wood Mallesons

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.kwm.com

Share Sale Agreement

Contents

Details		1
General terms		3
1	Definitions and interpretation	3
1.1	Definitions	3
1.2	General interpretation	14
1.3	Interpretation of Warranty	15
2	Sale and purchase of Shares	15
2.1	Sale and purchase	15
2.2	Free from Encumbrance	15
3	Purchase Price	16
3.1	Amount	16
3.2	Payment of Completion Adjustment	16
3.3	Completion Adjustment Interest	16
3.4	Method of payment	16
4	Conditions Precedent	17
4.1	Conditions Precedent	17
4.2	Reasonable endeavours	17
4.3	Specific obligations of co-operation	17
4.4	Waiver	18
4.5	Termination of agreement by either party	18
4.6	Effect of termination	18
5	Completion	18
5.1	Time and place of Completion	18
5.2	Pre-Completion obligations	18
5.3	Seller’s obligations	19
5.4	Buyer’s obligations	20
5.5	Notice to ASIC of release of class order guarantee	20
5.6	Simultaneous actions at Completion	21
5.7	Post-Completion notices	21
6	Completion Statement	21
6.1	Preparation and delivery of Completion Statement	21
6.2	Review of Draft Completion Statement	21
7	Completion Statement Dispute Process	22
8	Conduct of Business pending Completion	23
8.1	Conduct of Business	23
8.2	Access to Records and personnel	24
9	Conduct of business after Completion	25
9.1	Use of Seller intellectual property	25

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9.2	Phase out of use of Seller name and marks	25
9.3	Exclusion of directors and officers from liability	25
9.4	Non-solicit	25
10	Class order	26
11	GCIA indemnity	26
11.1	Indemnity	26
11.2	Amendments and extensions	26
11.3	Payment	26
11.4	Right of set-off	26
12	Tax	27
12.1	Tax Indemnity	27
12.2	Payment	27
12.3	Refund	27
12.4	Tax exit	28
12.5	Tax returns	28
12.6	Tax Expert	30
12.7	Pre-Completion Tax matters	30
12.8	Foreign resident capital gains withholding	31
12.9	Seller’s TSA Undertaking	31
13	Warranties and representations	31
13.1	Accuracy	31
13.2	Separate Warranties	31
13.3	Matters disclosed	32
13.4	Buyer’s acknowledgement	32
13.5	Buyer’s representation	33
13.6	Seller’s acknowledgment	34
14	Limitations of Liability	34
14.1	Notice of Claims	34
14.2	Third Party Claims	34
14.3	Seller to consider Claims	35
14.4	Seller to defend Claim	35
14.5	Seller not liable	36
14.6	Recovery	36
14.7	Other limitations	37
14.8	Reduction in Purchase Price	37
14.9	Time limit on Claim	37
14.10	Minimum amount of Claim	38
14.11	Maximum Liability	38
14.12	Exclusion of consequential liability	38
14.13	Insured Claim or loss	38
14.14	Obligation to mitigate	38
14.15	Tax benefit	39
14.16	Seller Guarantor	39

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15	Buyer’s and Buyer Guarantor’s warranties	39
16	Seller Guarantor warranties	39
17	Default	40
17.1	Failure by a party to Complete	40
17.2	Specific performance or termination	40
17.3	Termination of agreement	40
18	Buyer Guarantee and indemnity	40
18.1	Consideration	40
18.2	Guarantee	40
18.3	Indemnity	41
18.4	Extent of guarantee and indemnity	41
18.5	Obligation to pay interest	41
18.6	Compounding	41
18.7	Payments	42
18.8	No merger	42
18.9	Rights of the Seller Beneficiary are protected	42
18.10	Buyer Guarantor’s rights are suspended	43
18.11	Reinstatement of rights	43
18.12	Costs	44
19	Seller Guarantee and indemnity	44
19.1	Consideration	44
19.2	Guarantee	44
19.3	Indemnity	44
19.4	Extent of guarantee and indemnity	45
19.5	Obligation to pay interest	45
19.6	Compounding	45
19.7	Payments	45
19.8	No merger	45
19.9	Rights of the Buyer Beneficiary are protected	46
19.10	Seller Guarantor’s rights are suspended	46
19.11	Reinstatement of rights	47
19.12	Costs	47
20	Seller Group insurance	48
21	Confidential Information and privacy	48
21.1	Confidential Information	48
21.2	Disclosure of Confidential Information	49
21.3	Use of confidential information	49
21.4	Excluded Information	49
21.5	Delivery of materials	49
21.6	Disclosure to other potential buyers	49
21.7	Disclosure prior to the date of this agreement	49
21.8	Enforcement by the Company	49
21.9	Enforcement by the Seller or Seller Group Members	49
21.10	Post Completion	50

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22	Announcements	50
22.1	Public announcements	50
22.2	Public announcements required by law	50
23	Goods and services tax (GST)	51
23.1	Consideration does not include GST	51
23.2	Recovery of GST	51
23.3	Time of payment	51
23.4	Adjustment of additional amount	51
23.5	Reimbursement	51
24	Costs and stamp duty	51
24.1	Legal costs	51
24.2	Stamp duty and registration fees	51
25	Notices and other communications	52
25.1	Form	52
25.2	Delivery	52
25.3	When effective	52
25.4	When taken to be received	52
25.5	Receipt outside business hours	53
26	General	53
26.1	Variation and waiver	53
26.2	Consents, approvals or waivers	53
26.3	Discretion in exercising rights	53
26.4	Partial exercising of rights	53
26.5	Conflict of interest	53
26.6	Remedies cumulative	53
26.7	Indemnities and reimbursement obligations	53
26.8	Inconsistent law	54
26.9	Supervening law	54
26.10	Counterparts	54
26.11	Representations and undertakings continue	54
26.12	Entire agreement	54
26.13	Further steps	54
26.14	Severability	54
26.15	Rules of construction	54
26.16	Knowledge and belief	55
26.17	Assignment	55
27	Governing law	55
27.1	Governing law and jurisdiction	55
27.2	Serving documents	55
27.3	Process agent	55
Signing page		72

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Share Sale Agreement

Details

Parties	Seller, Buyer, Buyer Guarantor and Seller Guarantor
Seller	Name	Glencore Coal Pty Limited
	ACN	082 271 930
	Address	Level 44, Gateway 1 Macquarie Place Sydney, NSW 2000
	Fax Email	+61 (0)2 9251 4740 Nicholas Talintyre
	Attention	Company secretary
Buyer	Name	GWI Acquisitions Pty Ltd
	ACN	615 317 130
	Address	Level 3 33 Richmond Road Keswick SA 5035
	Fax Email	+61 8 8343 5454 mmorris@gwrr.com
	Attention	Company secretary
Buyer Guarantor	Name	Genesee & Wyoming Inc.
	Address	20 West Avenue Darien, Connecticut 06820 United States of America
	Fax Email	+1 203 656 1092 afergus@gwrr.com
	Attention	General Counsel

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Seller Guarantor	Name	Glencore Operations Australia Pty Limited
	ACN	128 115 140
	Address	Level 44, Gateway 1 Macquarie Place Sydney, NSW 2000
	Fax Email	+61 (0)2 9251 4740 Nicholas Talintyre
	Attention	Company secretary
Governing law	New South Wales, Australia
Recitals	A      Glencore Rail (NSW) Pty Limited (ACN 079 546 777) is a company incorporated in Australia and has its registered office at Level 44, Gateway, 1 Macquarie Place, Sydney, New South Wales (“Company”).
	B      The Seller is the registered holder and beneficial owner of 100 fully paid ordinary shares in the capital of the Company being 100% of the issued share capital of the Company.
	C      The Seller has agreed to sell, and the Buyer has agreed to buy, the Shares on the terms of this agreement.
	D      The Buyer Guarantor has agreed to guarantee the obligations of the Buyer and acknowledges incurring obligations and giving rights under this agreement for valuable consideration received from the Seller. E      The Seller Guarantor has agreed to guarantee the obligations of the Seller and acknowledges incurring obligations and giving rights under this agreement for valuable consideration received from the Buyer.

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Share Sale Agreement

General terms

1 Definitions and interpretation

1.1 Definitions

Unless the contrary intention appears these meanings apply:

1997 Act means the Income Tax Assessment Act 1997 (Cth).

Accounting Standards means:

(a) accounting standards as defined in the Corporations Act; and

(b) to the extent consistent with paragraph (a), other accounting standards, principles and practices generally accepted in Australia for a business similar to the Company consistently applied.

Adjusted Purchase Price means the amount calculated in accordance with the following formula:

Unadjusted Purchase Price + Completion Adjustment.

Amount of the Consideration means:

(a) the amount of any payment in connection with a supply; and

(b) in relation to non-monetary consideration in connection with a supply, the GST exclusive market value of that consideration as reasonably determined by the supplier.

Approval Condition has the meaning given in clause 4.3(a).

Approvals means the material permits, licences, consents and other authorisations required to be held by the Company to conduct the Business.

Authorised Officer means a director or secretary of a party or any other person nominated by a party to act as an Authorised Officer for the purposes of this agreement.

Bradken means Bradken Resources Pty Limited (ACN 098 300 988).

Bradken Contracts means:

(a) Contract for Design, Manufacture, Commissioning and Delivery of Coal Wagons between the Company and Bradken dated 31 December 2008, as amended from time to time;

(b) Contract for Design, Manufacture, Commissioning and Delivery of Coal Wagons between the Company and Bradken dated 21 July 2009, as amended from time to time; and

(c) Contract for Design, Manufacture, Commissioning and Delivery of Coal Wagons (Dec10) between the Company and Bradken dated 23 December 2010, as amended from time to time.

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Business means the rail haulage business conducted by the Company as at the date of this agreement.

Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, not being a Saturday, Sunday or public holiday in that place.

Buyer means the person described so in the Details.

Buyer Beneficiary means in respect of the Seller Guarantee, the Buyer.

Buyer Group means Genesee & Wyoming Inc. and each of its Subsidiaries and includes G&W Australia Holdings LP, the Buyer and each Related Body Corporate of the Buyer (including the Company on and from Completion) and Buyer Group Member means any one of them.

Buyer Guarantee means the guarantee and indemnity in clause 18.

Buyer Guarantor means the person described so in the Details.

Buyer Obligor means in respect of the Buyer Guarantee, the Buyer.

Claim means any allegation, cause of action, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at law, in equity, under statute or otherwise.

Company has the meaning given in Recital A.

Completion means completion of the sale and purchase of the Shares in accordance with clause 5 and Complete has a corresponding meaning.

Completion Adjustment means zero plus the Effective Time Net Working Capital.

Completion Adjustment Interest means the amount of interest payable on the Completion Adjustment amount calculated in accordance with clause 3.3.

Completion Date means the later of:

(a) 1 December 2016; and

(b) subject to clause 4.5, the date that is 5 Business Days after the date that the Conditions Precedent have been satisfied or waived (as applicable) in accordance with this agreement.

Completion Statement means the statement in the form set out in Schedule 3 prepared by reference to the state of affairs as at the Effective Time and reflecting the principles set out in Schedule 3, and settled in accordance with clause 6 or clause 7 (as the case may be).

Conditions Precedent means the conditions precedent set out in clause 4.1 and Condition Precedent means any one of them.

Confidentiality Agreements has the meaning given in clause 21.8.

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Confidential Information means all information disclosed to the Receiving Party or any Related Body Corporate or Representative of the Receiving Party, under or in connection with this document, including:

(a) the terms of this document;

(b) information which, either orally or in writing, is designated or indicated as being the proprietary or confidential information of the Disclosing Party or any of its Related Bodies Corporate;

(c) information derived or produced partly or wholly from the information disclosed including any calculation, conclusion, summary or computer modelling; and

(d) trade secrets or information which is capable of protection at law or equity as confidential information,

whether the information was disclosed:

(e) orally, in writing or in electronic or machine readable form;

(f) before, on or after the date of this agreement;

(g) as a result of discussions between the parties concerning or arising out of the acquisition of the Shares; or

(h) by the Disclosing Party or any of its Representatives, any of its Related Bodies Corporate or any Representatives of its Related Bodies Corporate.

Confirmation Notice has the meaning given in clause 12.5(d).

Consolidated Group means a consolidated group within the meaning of the 1997 Act.

Constitution means the constitution of the Company.

Control of an entity includes the power to directly or indirectly:

(a) determine the management or policies of the entity;

(b) control the membership of the board or other governing body of the entity; or

(c) control the casting of more than one half of the maximum number of votes that may be cast at a general meeting of the entity,

regardless of whether the power is in writing or not, enforceable or unenforceable, expressed or implied, formal or informal or arises by means of trusts, agreements, arrangements, understandings, practices or otherwise.

Controller has the meaning it has in the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Costs means costs, charges and expenses, including those incurred in connection with advisers and any legal costs on a full indemnity basis.

Cut-Off Time means 5pm (Sydney time) on 14 October 2016.

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Data Room Index means the index of the contents of the virtual data room maintained by or on behalf of the Seller, as set out in Annexure A.

Declaration means the Australian Taxation Office form titled “Foreign resident capital gains withholding – vendor declaration,” or any other document which is a declaration for the purposes of Subdivision 14-D of Schedule 1 of the Taxation Administration Act 1953 (Cth), as agreed to by the parties.

Deed of Cross Guarantee means the deed so entitled, dated 16 December 2008 between the Seller Guarantor, the Seller, the Company and others, executed pursuant to ASIC Class Order 98/1418.

Deed of Release TFA means the deed of release in the form set out in the Side Letter.

Deed of Release TSA means the deed of release in respect of the Seller Tax Sharing Agreement in the form set out in the Side Letter.

Details means the section of this document headed “Details”.

Disclosing Party means the party disclosing Confidential Information.

Disclosure Letter means the letter from the Seller addressed to the Buyer and dated and delivered to it before this agreement is executed by all parties in the form agreed between the Seller and the Buyer and includes all of its schedules and annexures.

Disclosure Material means:

(a) all of the information and material which was contained in the virtual data room maintained by or on behalf of the Seller as at the Cut-Off Time as set out in the Data Room Index; and

(b) the matters disclosed in the Disclosure Letter.

Disputed Items has the meaning given to that term in clause 6.2(f)(iii).

Draft Completion Statement has the meaning given to that term in clause 6.1(a).

Due Diligence means the enquiries and investigations into the Company, the Shares and the Business carried out by the Buyer and its Representatives.

Effective Time means 11.59pm on the day before the Completion Date.

Effective Time Net Working Capital means the Effective Time Net Working Capital as calculated in the Completion Statement (which may be a negative number).

Encumbrance means any security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement and any “security interest” as defined in sections 12(1) or 12(2) of the PPSA, or any agreement to create any of them or allow them to exist, excluding any Encumbrance that arises in the ordinary course of business including but not limited to any mechanics’, workmen’s or other like lien.

Environment means all of the physical surroundings of humans including:

(a) land, water, atmosphere, climate, sound, odour and taste; and

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(b) the biological factors of animals and plants; and

(c) the social factor of aesthetics affecting any human individually or in their social groupings.

Environmental Law means a Law or a provision of a Law relating to the Environment.

Excluded Information means Confidential Information which:

(a) is in or becomes part of the public domain other than through breach of this document or an obligation of confidence owed to the Disclosing Party or any Related Body Corporate of the Disclosing Party;

(b) the Receiving Party can prove by contemporaneous written documentation was already known to it at the time of disclosure by the Disclosing Party or its Related Bodies Corporate or Representatives (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or

(c) the Receiving Party acquires from a source other than the Disclosing Party or any Related Body Corporate or Representative of the Disclosing Party where such source is entitled to disclose it.

FIRB means the Foreign Investment Review Board.

FIRB Act means the Foreign Acquisitions and Takeovers Act 1975 (Cth).

Financier Consent Deed means the deed in the form set out in Schedule 14 of the Rail Haulage Agreement.

FLACH means Freightliner Australia Coal Haulage Pty Ltd (ACN 137 483 713).

Framework Agreement means the agreement entitled “X-Rail Framework Agreement” between the Company, FLACH, FLA Coal Services Pty Ltd, Freightliner Group Limited, Freightliner Australia Pty Limited and GCIA dated 21 July 2009 as amended from time to time.

Freightliner Entities means each of FLACH, FLA Coal Services Pty Ltd (ACN 137 483 240) and Freightliner Group Limited.

Fuel Facilities means the Facilities and the Equipment, each as defined in the Fuel Facilities Access Agreement.

Fuel Facilities Access Agreement means the agreement entitled “Fuel Facilities Access Agreement” in the form set out in the Side Letter between Glencore Coal (NSW) Pty Limited (ACN 097 523 058) and the Company.

Fuel Facilities Approvals means the material permits, licences, consents and other authorisations required by law to be held by the Company in respect of the Fuel Facilities.

GCIA means Glencore Coal Investments Australia Pty Limited (ACN 082 271 912).

GCIA Guarantees means:

(a) the guarantee and indemnity granted by GCIA under clause 21 of the Framework Agreement to secure certain obligations under the Framework Agreement; and

(b) the guarantee and indemnity dated 21 July 2009 between GCIA, United Group Rail Services Ltd (ACN 000 003 136) (now UGL Rail Services Pty Limited) and the Company, pursuant to which certain performance obligations under the UGL Maintenance Agreement are guaranteed.

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Government Agency means any government, governmental, semi-governmental, administrative, fiscal or judicial body department, commission, authority, tribunal, agency or entity and includes any other person authorised by law to give consents or impose requirements in connection with the Environment. It also includes a self-regulatory organisation established under statute or a stock exchange.

GST has the meaning given in the GST Law.

GST Law has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Guarantor means the person so described in the Details.

Incoming Directors means the persons nominated by the Buyer to be directors of the Company from Completion.

Independent Expert means a person with at least fifteen years’ relevant experience in accounting who has no direct or indirect personal interest in the outcome of the dispute or the issue in respect of which they are consulted pursuant to this agreement and appointed as an expert jointly by the Seller and the Buyer or, if they do not agree on the person to be appointed within 7 days of one party requesting the appointment, the person nominated by the President of the Law Society of NSW, who accepts the appointment.

Input Tax Credit has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Law means any law relating to liquidation, administration, insolvency or the protection of creditors.

A person is Insolvent if:

(a) it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or

(b) it is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller appointed to any of its property; or

(c) it is subject to any arrangement, assignment, moratorium, compromise or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to this document); or

(d) an application or order has been made (and in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of the things described in paragraphs (a), (b) or (c) in each case in connection with that person, in respect of any of the things described in paragraphs (a), (b) or (c); or

(e) it is taken (under section 459F(1) of the Corporations Act) to have failed to comply with a statutory demand; or

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(f) it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which another party to this document reasonably deduces it is so subject); or

(g) there are facts, matters or circumstances which give any person the right to apply to liquidate or wind it up; or

(h) it has stopped or suspended, or threatened to stop or suspend, the payment of all or a class of its debts; or

(i) it is otherwise unable to pay its debts when they fall due; or

(j) something having a substantially similar effect to any of the things described in paragraphs (a) to (i) happens in connection with that person under the law of any jurisdiction.

Insurance Policies means the insurance policies referred to in document 04.07.01 in the Data Room Index.

Intercompany Debt means all amounts (including any accrued interest) outstanding from, or payable to, a Related Body Corporate of the Company and comprises Intercompany Payables and Intercompany Receivables. For the avoidance of doubt, Intercompany Debt includes any amounts receivable from or payable to a Related Body Corporate of the Company in respect of a Consolidated Group tax funding agreement.

Intercompany Payables means all Intercompany Debt payable to a Related Body Corporate of the Company by the Company. For the purpose of this definition, “Related Body Corporate” means a Related Body Corporate of the Company at the time immediately prior to Completion on the Completion Date.

Intercompany Receivables means all Intercompany Debt outstanding from a Related Body Corporate of the Company to the Company. For the purpose of this definition, “Related Body Corporate” means a Related Body Corporate of the Company at the time immediately prior to Completion on the Completion Date.

Intercompany WC Debt means all Intercompany Debt in the nature of working capital which arises in respect of the day to day operations of the Business.

Interest Rate means a rate per annum which is equal to BBSW plus 2%. For these purposes BBSW means the bid rate displayed at or about 10.30am (Sydney time) on the relevant date on the Thomson Reuters screen BBSW page (Australian Financial Markets Associations Bank Bill Swap Benchmark rate) for Australian bank bills with a three month duration (or displayed on any other replacement Thomson Reuters page that displays that rate, or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters).

Last Accounts means the unaudited pro-forma balance sheet of the Company as at the Last Balance Date attached as Schedule 5 to this agreement.

Last Balance Date means 30 September 2016.

Liability means any liability, debt, Claim, Loss or obligation of any kind and however arising (whether actual, contingent or prospective and whether the amount for which for the time being is not ascertained or ascertainable), irrespective of when the acts, events or things giving rise to the liability occurred.

Loss means all damage, loss, cost and expense (including legal costs, penalties, fines, interest and expenses of whatsoever nature or description).

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Material Contracts means each of:

(a) the Framework Agreement;

(b) the UGL Maintenance Agreement;

(c) the Rolling Stock Lease;

(d) the Bradken Contracts; and

(e) the UGL Contracts.

Material Form includes any form (whether visible or not) of storage from which reproductions can be made.

MEC Group has the meaning given in 1997 Act.

Mines has the meaning given in the Rail Haulage Agreement.

NDA means the agreement entitled “Confidentiality Agreement” between the Seller and Genesee & Wyoming Australia Pty Ltd dated 8 June 2016.

NDA Deed of Release means a Deed of Release (in a form satisfactory to the Buyer and the Seller) between the parties to which they agree that the Confidential Information of the Company ceases to be Confidential Information of the Seller for the period on and from Completion, but all other provisions of the NDA remain in force and effect in accordance with the terms of the NDA.

Other Buyers has the meaning given to that term in clause 21.8.

Post-Completion Claim has the meaning given in clause 20(a)(ii).

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the personal properties securities register established under the PPSA.

Pre-Completion Material Adverse Event means an event that:

(a) causes loss or damage to the Rolling Stock; and

(b) that results in a diminution in the value of the Shares by at least $30,000,000.

Pre-Completion Tax Event has the meaning given to it in clause 12.7(a).

Pre-Completion Tax Return has the meaning given to it in clause 12.5(a).

Preparer means, in relation to a Relevant Return, the Buyer or the Seller, as relevant.

Rail Haulage Agreement means the agreement entitled “Rail Haulage Agreement” between the Seller, the Company and Glencore plc in the form set out in the Side Letter.

Receiving Party means the party that is the recipient of Confidential Information.

Records means originals and copies, in any Material Form, of all books, files, reports, records, correspondence, documents and other material of or relating to or used in connection with the Business or the Company and includes:

(a) minute books, statutory books and registers, books of account and copies of taxation returns;

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(b) all trading and financial records;

(c) lists of all regular suppliers and customers;

(d) documents of title; and

(e) agreements to which the Company is a party.

Recovered Sum means the amount recovered by the Buyer under clause 14.6.

Related Body Corporate has the meaning it has in the Corporations Act, provided that, for the purposes of clause 13.3, the Company will not be regarded as a Related Body Corporate of the Buyer.

Relevant Return means a Pre-Completion Tax Return or a Straddle Return.

Representative of a party includes an employee, agent, officer, director, adviser or consultant of that party acting on behalf of that party in relation to the transactions contemplated by this agreement, but in the case of agents, advisers or consultants, only including individuals actually acting on behalf of the party in relation to the transactions contemplated by this agreement.

Retiring Directors means the directors of the Company immediately prior to Completion.

Retiring Secretaries means the secretaries of the Company immediately prior to Completion.

Reviewer means, in relation to a Relevant Return:

(a) if the Preparer is the Buyer – the Seller; or

(b) if the Preparer is the Seller – the Buyer.

Rolling Stock means the locomotives, wagons, spare parts and related items set out in Schedule 4.

Rolling Stock Lease means the lease between the Company and FLACH dated 2 July 2009 as amended from time to time.

Securities means shares, debentures, stocks, bonds, notes, interests in a managed investment scheme, units, warrants, options, derivative instruments or any other securities.

Seller means the person so described in the Details.

Seller Beneficiary means in respect of the Buyer Guarantee, the Seller.

Seller Consolidated Group means the Consolidated Group of which Glencore Investment Pty Limited (ACN 076 513 034) is the head company.

Seller Group means Glencore plc and each of its Subsidiaries and Seller Group Member means any one of them.

Seller Guarantee means the guarantee and indemnity in clause 19.

Seller Guarantor means the person so described in the Details.

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Seller Obligor means, in respect of the Seller Guarantee, the Seller.

Seller Tax Sharing Agreement means the tax sharing agreement executed by Glencore Investment Pty Limited and others on or around 1 December 2014.

Shares means all of the issued shares in the capital of the Company details of which are set out in Schedule 1 and Share means any one of those shares.

Side Letter means the letter agreement between the Buyer and the Seller dated the date of this agreement.

Straddle Return has the meaning given to it in clause 12.5(b).

Straddle Tax Period has the meaning given to it in clause 12.3.

Subsidiary of an entity means another entity which:

(a) is a subsidiary of the first entity within the meaning of the Corporations Act; or

(b) is part of the consolidated entity constituted by the first entity and the entities it is required to include in the consolidated financial statements it prepares, or would be if the first entity was required to prepare consolidated financial statements.

A trust may be a subsidiary (and an entity may be a subsidiary of a trust) if it would have been a subsidiary under this definition if that trust were a body corporate. For these purposes, a unit or other beneficial interest in a trust is to be regarded as a share.

Sunset Date means 12 January 2017 or such later date as the Buyer, having used reasonable endeavours, is able to extend the commitment period for its debt financing relating to the transactions contemplated by this agreement, provided that the Sunset Date may be no later than 28 February 2017.

Tax means any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding that is assessed, levied, imposed or collected by any Government Agency, including any interest, fine or penalty charged in respect of the aforementioned amounts.

Tax Assessment means an assessment, deemed assessment, amended assessment, notice, demand or other document issued or action taken by or on behalf of a Government Agency whether before or after the date of this agreement, to the extent to which it relates to any period or event (other than the execution of the Rail Haulage Agreement) occurring before or on Completion, as a result of which the Company is liable to make a payment of Tax, whether being Tax payable by the Company, a member or former member of the Seller Consolidated Group (including the head company of the Seller Consolidated Group), or member or former member of any other Consolidated Group or MEC Group of which the Company was a member.

Tax Assessment Amount means the amount of Tax that the Company is liable to pay as a result of a Tax Assessment.

Tax Dispute Notice means a written notice, issued pursuant to clause 12.5(e) disputing the manner in which a party has prepared a Relevant Return which includes an explanation as to the dispute and the specific adjustments required by the other party.

Tax Expert means a person with at least fifteen years’ experience in Tax who has no direct or indirect personal interest in the outcome of the dispute or the

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issue in respect of which they are consulted pursuant to this agreement agreed by the Buyer and the Seller, or if they do not agree on the person to be appointed within 7 Business Days of either party requesting an appointment, a person nominated by the president of the Law Society of NSW, who accepts the appointment.

Tax Indemnity means the indemnity provided in clause 12.1.

Tax Indemnity Claim means a Claim under the Tax Indemnity.

Tax Law means a law with respect to or imposing any Tax or duty.

Tax Period means an income year, tax year, franking year or other period of time referable to the relevant Tax.

Tax Return means any return relating to Tax including any document which must be lodged with a Government Agency or which a taxpayer must prepare and retain under a Tax Law (such as an activity statement, amended return, schedule or election and any attachment), excluding returns relating to income Tax.

Third Party Claim has the meaning given in clause 14.2.

Third Party Debt means any debt or money owing by the Company to a third party by way of loan (excluding for the avoidance of doubt any Intercompany Debt as at the Effective Time and Effective Time Net Working Capital).

Third Party Reports means:

(a) Coal Market Report prepared by Wood Mackenzie dated 3 June 2016 (document 02 in the ‘Project Monty Indicative Bid Documents’ folder in the Data Room Index);

(b) Coal Market Report update and Data Sheet prepared by Wood Mackenzie dated 25 July 2016 (documents 01.03.01 and 01.03.02 in the Data Room Index);

(c) Glencore Rolling Stock Review prepared by Hatch dated 2 June 2016 (document 03 in the ‘Project Monty Indicative Bid Documents’ folder in the Data Room Index); and

(d) Project Monty Vendor Legal Due Diligence Report prepared by King & Wood Mallesons dated 15 September 2016 (document 01.03.06 in the Data Room Index).

Transaction has the meaning given in clause 4.1(a)(i).

UGL Contracts means:

(a) Locomotive Supply Agreement – Contract for design, manufacture and supply of locomotives (and related equipment) between the Company and UGL Rail Services Limited (formerly United Group Rail Services Limited) dated 21 July 2009, as amended from time to time; and

(b) Locomotives (XRN11-20) Supply Agreement – Contract for design, manufacture and supply of locomotives (and related equipment) between the Company and UGL Rail Services Limited dated 24 December 2010, as amended from time to time.

UGL Maintenance Agreement means the agreement entitled “Maintenance Agreement” between Freightliner Australia Coal Haulage Pty Ltd, UGL Rail Services Pty Limited and the Company dated 21 July 2009 as amended from time to time.

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Unadjusted Purchase Price means $1,140,000,000.

Warranties means the warranties and representations by the Seller and the Seller Guarantor (as applicable) in this agreement under clauses 13, 16 and Schedule 2 and Warranty has a corresponding meaning.

1.2 General interpretation

Headings and labels used for definitions are for convenience only and do not affect interpretation. Unless the contrary intention appears, in this agreement:

(a) the singular includes the plural and vice versa;

(b) a reference to a document includes any agreement or other legally enforceable arrangement created by it (whether the document is in the form of an agreement, deed or otherwise);

(c) a reference to a document also includes any variation, replacement or novation of it;

(d) the meaning of general words is not limited by specific examples introduced by “including”, “for example”, “such as” or similar expressions;

(e) a reference to “person” or “entity” includes an individual, a body corporate, a partnership, a joint venture, an unincorporated association and an authority or any other entity or organisation;

(f) a reference to a particular person includes the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

(g) a reference to a time of day is a reference to Sydney time;

(h) a reference to dollars, $ or A$ is a reference to the currency of Australia;

(i) a reference to “law” includes common law, principles of equity and legislation (including regulations);

(j) a reference to any legislation includes regulations under it and any consolidations, amendments, re-enactments or replacements of any of them;

(k) a reference to “regulations” includes instruments of a legislative character under legislation (such as regulations, rules, by-laws, ordinances and proclamations);

(l) an agreement, representation or warranty in favour of 2 or more persons is for the benefit of them jointly and each of them individually;

(m) an agreement, representation or warranty by 2 or more persons binds them jointly and each of them individually;

(n) a reference to a group of persons is a reference to any 2 or more of them jointly and to each of them individually;

(o) a reference to any thing (including an amount) is a reference to the whole and each part of it;

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(p) a period of time starting from a given day or the day of an act or event, is to be calculated exclusive of that day;

(q) if a party must do something under this agreement on or by a given day and it is done after 5.00pm on that day, it is taken to be done on the next day;

(r) if the day on which a party must do something under this agreement is not a Business Day, the party must do it on the next Business Day;

(s) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(t) a reference to writing includes any method of representing or reproducing words, figures, drawings, or symbols in a visible or tangible form; and

(u) a reference to a party using or obligation on a party to use its best endeavours or reasonable endeavours does not oblige that party to:

(i) pay money:

(A) in the form of an inducement or consideration to a third party to procure something (other than the payment of immaterial expenses or costs, including costs of advisers, to procure the relevant thing); or

(B) in circumstances that are commercially onerous or unreasonable in the context of this agreement;

(ii) provide other valuable consideration to or for the benefit of any person; or

(iii) agree to commercially onerous or unreasonable conditions.

1.3 Interpretation of Warranty

Unless otherwise defined in this agreement, defined terms used in paragraph 19 of Schedule 2 have the meaning given to them under the Rail Haulage Agreement.

2 Sale and purchase of Shares

2.1 Sale and purchase

The Seller, as the legal and beneficial owner of the Shares, agrees to sell the Shares to the Buyer and the Buyer agrees to buy the Shares from the Seller, on the terms and conditions of this agreement.

2.2 Free from Encumbrance

The Shares must be transferred free from any Encumbrance and with all rights, including dividend rights, attached or accruing to them on and from the date of Completion.

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3 Purchase Price

3.1 Amount

The price payable for the Shares is the Adjusted Purchase Price, excluding GST, to be paid in accordance with clauses 5.4(a) and 3.2.

3.2 Payment of Completion Adjustment

(a) Subject to clause 3.2(b), within 5 Business Days of the finalisation of the Completion Statement in accordance with clause 6 or 7 the Completion Adjustment plus Completion Adjustment Interest will be paid:

(i) by the Buyer to the Seller if the Completion Adjustment is greater than $50,000 and a positive amount; or

(ii) by the Seller to the Buyer if the absolute value of the Completion Adjustment is greater than $50,000 and a negative amount.

(b) The parties agree that:

(i) if the Completion Adjustment is greater than $50,000 and a positive amount, the Buyer is not required to pay the Completion Adjustment and Completion Adjustment Interest to the Seller until such time as the Company has received all Intercompany Receivables payable to it by the Seller Group which are included in the final and binding Completion Statement; and

(ii) notwithstanding any other agreement between the Company and any Seller Group Member, if the absolute value of the Completion Adjustment is greater than $50,000 and a negative amount, the Company is not required to pay any Intercompany Payables payable by it to the Seller Group which are included in the final and binding Completion Statement until such time as the Buyer has received the Completion Adjustment and Completion Adjustment Interest under clause 3.2(a)(ii).

3.3 Completion Adjustment Interest

(a) Interest is payable on the Completion Adjustment at the Interest Rate.

(b) Interest at the Interest Rate on the Completion Adjustment accrues daily from (and including) the Effective Time to (but excluding) the date of the actual payment and is calculated on actual days elapsed and a year of 365 days.

3.4 Method of payment

Each payment referred to in this clause 3 must be made by direct deposit of cleared funds to the credit of a bank account (specified in writing by the payee to the payer no later than 3 Business Days before the due date for payment) or by any other method agreed by the parties.

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4 Conditions Precedent

4.1 Conditions Precedent

Completion is conditional on:

(a) (FIRB approval) either:

(i) the Treasurer of the Commonwealth of Australia (or his delegate) having provided written advice with conditions acceptable to the Buyer acting reasonably or without conditions that there are no objections under the FIRB Act to the transactions contemplated under this agreement (“Transaction”), taking into account the proposed investment in the Buyer Group by funds managed or advised by entities within the Macquarie Infrastructure and Real Assets division of Macquarie Group Limited prior to the Completion Date; or

(ii) after notice of the Transaction has been given to the Treasurer of the Commonwealth of Australia under the FIRB Act, the Treasurer ceases to be empowered to make any order or decision under Division 2 of Part 3 of the FIRB Act in respect of the Transaction because of lapse of time,

whichever first occurs; and

(b) (Pre-Completion Material Adverse Event) the Seller providing the Buyer with satisfactory evidence that:

(i) any Pre-Completion Material Adverse Event has been cured; or

(ii) no Pre-Completion Material Adverse Event has occurred at the time that the Condition Precedent in clause 4.1(a) has been satisfied.

4.2 Reasonable endeavours

Each party must cooperate with the other parties and use its reasonable endeavours to obtain the satisfaction of the Conditions Precedent as soon as reasonably possible, and any event on or before the Sunset Date, including procuring performance by a third party.

4.3 Specific obligations of co-operation

Without limiting clause 4.2:

(a) the Buyer must keep the Seller informed of the status of the satisfaction of the Condition Precedent in paragraph 4.1(a) (“Approval Condition”);

(b) each party must make all necessary and appropriate applications and supply all necessary and appropriate information for the purpose of enabling the Conditions Precedent to be fulfilled;

(c) no party may take any action that would or would be likely to prevent or hinder the fulfilment of the Conditions Precedent;

(d) each party must supply to the other copies of all information supplied for the purpose of enabling the Conditions Precedent to be fulfilled, provided that no party is obliged to provide confidential information to any other party;

(e) the parties must keep each other informed of any circumstances which may result in any Condition Precedent not being satisfied in accordance with its terms; and

(f) each party must notify the other parties within 1 Business Day on becoming aware of the fulfilment of each Condition Precedent or of a Condition Precedent becoming incapable of being fulfilled.

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4.4 Waiver

(a) The Approval Condition cannot be waived.

(b) The Condition Precedent in clause 4.1(b) may only be waived by both the Buyer and the Seller by written notice.

4.5 Termination of agreement by either party

If the Conditions Precedent are not satisfied by the Sunset Date and have not been waived in accordance with clause 4.4 then, if the party who wishes to terminate this agreement has complied with clauses 4.2 and 4.3, this agreement may be terminated by notice given by the Buyer or the Seller to the other of them.

4.6 Effect of termination

If this agreement is terminated under clause 4.5 or clause 17.2 then, in addition to any other rights, powers or remedies provided by law:

(a) each party is released from its obligations under this agreement other than in relation to clauses 21 and 24.1;

(b) each party retains the rights it has against any other party in connection with any breach or Claim that has arisen before termination;

(c) the Buyer must return to the Seller all documents and other materials in any medium in its possession, power or control which contain any information relating to the Company, including the Records; and

(d) the Seller must return to the Buyer all documents and other materials in any medium provided by the Buyer pursuant to clause 4.3.

5 Completion

5.1 Time and place of Completion

Completion will take place on the Completion Date at the offices of King & Wood Mallesons, at Governor Phillip Tower, Level 61, 1 Farrer Place, Sydney or any other place agreed between the Seller and the Buyer.

5.2 Pre-Completion obligations

At least 3 Business Days prior to the Completion Date:

(a) the Buyer must give to the Seller and the Company a notice setting out details of the persons to be appointed as the Incoming Directors, secretaries and public officers of the Company and bank signatories of any bank accounts held by the Company on and from Completion, together with consents to act executed by such persons; and

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(b) the Seller must deliver to the Buyer:

(i) counterparts of each of the Rail Haulage Agreement and the Fuel Facilities Access Agreement, duly executed by all parties to them; and

(ii) a counterpart of the Financier Consent Deed, duly executed by the Company and the Seller.

5.3 Seller’s obligations

On Completion, the Seller must deliver to the Buyer:

(a) (transfers and Share certificates) executed transfers in favour of the Buyer (or as it may direct) of all the Shares (in a form agreed by the Buyer acting reasonably), the share certificates for the Shares and any consents which the Buyer reasonably requires the Seller to obtain;

(b) (Records and common seal) the Records and the common seal (if any) of the Company except that if the Seller is legally required to retain any of the documents, the Seller may deliver copies of those documents in lieu of the originals to the Buyer;

(c) (resignations) written resignations of the Retiring Directors, Retiring Secretaries, existing public officers of the Company and existing bank account signatories of the Company;

(d) (directors resolution of the Company) a certified copy of a resolution of directors of the Company resolving that:

(i) subject to the payment of stamp duty, the transfer of the Shares to the Buyer will be registered, the existing share certificates for the Shares will cancelled and new share certificates for the Shares in the name of the Buyer will be executed and delivered by the Company;

(ii) subject to the Constitution of the Company each of the Incoming Directors be appointed to the board of directors of the Company, and the resignation of the Retiring Directors from the board and the Resigning Secretaries and existing public officers be accepted, all with effect from Completion, but so that a properly constituted board of directors is in existence at all times; and

(iii) the signatories of any bank accounts maintained by the Company are changed to those notified by the Buyer under clause 5.2(a);

(e) (release of class order guarantee) a copy of a certificate of the directors of the Seller (or of its holding company, if any) pursuant to clause 4.2(c)(i) of the Deed of Cross Guarantee;

(f) (Deed of Release TFA and Deed of Release TSA) copies of the Deed of Release TFA and the Deed of Release TSA executed by the Company and Glencore Investment Pty Limited;

(g) (clear exit payment) evidence that any required clear exit payment has been paid by the Company (if a payment is required to be made);

(h) (Conditions Precedent) evidence that the Condition Precedent set out in clause 4.1(b) has been satisfied or waived;

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(i) (release in favour of former directors and officers) a release executed by the Company in favour of each of the pre-Completion directors and officers in the form attached as Schedule 6;

(j) (Intercompany Debt) evidence that all Intercompany Payables other than Intercompany WC Debt have been paid or otherwise settled in full and all Intercompany Receivables other than Intercompany WC Debt have been forgiven or otherwise settled in full;

(k) (access) all user logins, keys, codes, authorisations, passwords or anything else required to access and manage the Business;

(l) (US Treasury Regulation election) evidence that the Seller has made a valid election pursuant to U.S. Treasury Regulation Section 301.7701-3 to treat the Company as an entity disregarded by its owner solely for U.S. income tax purposes, to be effective on the Completion Date;

(m) (NDA Deed of Release) the NDA Deed of Release executed by the Seller; and

(n) (data room content) an electronic record of all contents of the virtual data room as listed in the Data Room Index.

5.4 Buyer’s obligations

On Completion the Buyer must, subject to the Seller’s compliance with clauses 5.2(b) and 5.3:

(a) (Unadjusted Purchase Price) pay the Seller the Unadjusted Purchase Price;

(b) (consents to act) deliver consents to act executed by the Incoming Directors, secretaries and public officers;

(c) (Financier Consent Deed) deliver a counterpart of the Financier Consent Deed executed by the Security Trustee as defined in that deed;

(d) (Conditions Precedent) deliver evidence that the Condition Precedent in clause 4.1(a) has been satisfied; and

(e) (NDA Deed of Release) deliver the NDA Deed of Release executed by Genesee & Wyoming Australia Pty Ltd.

5.5 Notice to ASIC of release of class order guarantee

No later than the next Business Day after Completion:

(a) the Seller must lodge with ASIC a declaration by the directors of the Seller (or of its holding company, if any) referred to in clause 5.3(e) in accordance with clause 4.2(c)(i) of the Deed of Cross Guarantee; and

(b) the Buyer must lodge with ASIC a copy of the certificate referred to in clause 5.3(e) and a notice of disposal of the Company, in accordance with clause 4.2(c)(i) and (ii) of the Deed of Cross Guarantee.

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5.6 Simultaneous actions at Completion

In respect of Completion:

(a) the obligations of the parties under this agreement are interdependent; and

(b) unless otherwise stated, all actions required to be performed by a party at Completion are taken to have occurred simultaneously on the Completion Date.

5.7 Post-Completion notices

Each party will immediately give to the other party all payments, notices, correspondence, information or enquiries in relation to the Company which it receives after Completion and which belong to the other party.

6 Completion Statement

6.1 Preparation and delivery of Completion Statement

(a) The Buyer must procure that the Company prepare and deliver to the Seller no later than 30 Business Days after Completion a draft of the Completion Statement (the “Draft Completion Statement”) in the form set out in Schedule 3 and prepared in accordance with the Accounting Standards and the principles set out in Schedule 3.

(b) The Draft Completion Statement must be prepared without taking into account any event occurring after Completion.

6.2 Review of Draft Completion Statement

(a) The Buyer must ensure that if requested by the Seller in connection with its review of the Draft Completion Statement, that:

(i) the Seller and its Representatives are provided with reasonable access during normal business hours to the books, records and work papers of the Company and the Freightliner Entities, and employees of the Buyer Group (including the Company and the Freightliner Entities) responsible for or involved in the preparation of the Draft Completion Statement and subject to any reasonable requirements of the Buyer in respect of such access; and

(ii) the Buyer and its Representatives provide a prompt response to any reasonable request for information or explanation made by the Seller or its Representatives in relation to its review of the Draft Completion Statement.

(b) The Seller must within 10 Business Days after the date on which it receives the Draft Completion Statement from the Company, give notice to the Buyer:

(i) stating that it agrees with the Draft Completion Statement; or

(ii) if the Seller does not agree with the Draft Completion Statement and the quantum of the disputed amount is $50,000 or more, stating that it does not agree with the Draft Completion Statement and specifying:

(A) each item in the Draft Completion Statement that it disputes;

(B) the grounds on which it disputes each such item; and

(C) the proposed adjustment to each item which it disputes.

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(c) If:

(i) the Seller gives notice under clause 6.2(b)(i) that it agrees with the Draft Completion Statement; or

(ii) if at the conclusion of the 10 Business Day period referred to in clause 6.2(b) the Buyer has not received a notice complying with either clauses 6.2(b)(i) or 6.2(b)(ii),

then the Draft Completion Statement will constitute the final and binding Completion Statement for the purposes of this agreement.

(d) If the Seller issues a notice under clause 6.2(b)(ii), then the Buyer and the Seller must confer in good faith with a view to resolving any disputed item and any changes to the Draft Completion Statement within 10 Business Days of the date the notice was issued.

(e) If at the expiry of the 10 Business Day period referred to in clause 6.2(d) both the Buyer and the Seller in writing agree:

(i) the Draft Completion Statement; or

(ii) variations to the Draft Completion Statement,

then the Draft Completion Statement or the Draft Completion Statement as varied (as the case may be) will constitute the final and binding Completion Statement for the purposes of this agreement.

(f) If the Buyer and the Seller fail to reach agreement in accordance with clauses 6.2(d) and 6.2(e), then:

(i) the Draft Completion Statement is final and conclusive in respect of all matters specified in it which are not in dispute;

(ii) the Draft Completion Statement must be adjusted to reflect the resolution of all disputed items resolved between the Seller and Buyer; and

(iii) the disputed items in the Draft Completion Statement which remain unresolved (“Disputed Items”) must be the subject of a review by the Independent Expert in accordance with clause 7.

7 Completion Statement Dispute Process

The Buyer and the Seller must procure that the Independent Expert determines the Disputed Items referred to the Independent Expert under clause 6.2(f) in accordance with the following provisions:

(a) the Buyer and the Seller must instruct the Independent Expert to:

(i) decide the Disputed Items based solely on the terms of this agreement, the application of the principles set out in Schedule 3 and the submissions of the Buyer and the Seller and the responses to those submissions and within the shortest possible time but, in any event, within 20 Business Days after the Disputed Items are referred to the Independent Expert; and

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(ii) upon completion of its review, deliver to the Buyer and the Seller a report identifying any changes required to be made to the Draft Completion Statement, together with a revised statement of the Draft Completion Statement incorporating such changes in order that such Draft Completion Statement comply with the provisions of this agreement, such revised statement to constitute the final and binding Completion Statement for the purposes of this agreement in the absence of fraud or manifest error;

(b) the Buyer and the Seller must provide the Independent Expert with any information and assistance reasonably required by the Independent Expert to determine the Disputed Items referred to the Independent Expert;

(c) the Independent Expert must distribute a copy of each party’s submission to the other party in relation to any Disputed Items or the dispute process concurrently once both submissions have been received;

(d) the Independent Expert shall afford the Buyer and the Seller a reasonable opportunity to submit a written response to the other’s submission;

(e) the Independent Expert acts as an independent expert and not as an arbitrator and the decision of the Independent Expert is final and binding on the Buyer and the Seller in the absence of fraud or manifest error; and

(f) in respect of the costs of the Independent Expert, these costs shall be borne equally by the parties unless otherwise determined by the Independent Expert.

8 Conduct of Business pending Completion

8.1 Conduct of Business

The Seller will ensure that (except as disclosed in writing by the Seller and agreed to in writing by the Buyer or in accordance with the terms of this agreement) from the date of this agreement until the Completion Date:

(a) (operation of business) the Company must operate the Business in its ordinary and usual course, in accordance with its usual business practices including:

(i) exercising its rights and performing its obligations under the Framework Agreement to ensure that asset maintenance schedules and operating standards consistent with budget and plans are adhered to;

(ii) maintenance of all existing insurance policies; and

(iii) conducting the Business in compliance with all applicable laws and regulations;

(b) (Rolling Stock) the Company will not sell or Encumber any item of the Rolling Stock;

(c) (significant contracts) the Company will not enter into, amend, or terminate, any contract (including the Material Contracts) (except for the entry into the Fuel Facilities Access Agreement, the Rail Haulage

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Agreement, Financiers Consent Deed and any other agreement which it is contemplated by this agreement that the Company enter into or which is otherwise required to be entered into by the Company to give effect to the transactions contemplated in this agreement);

(d) (employment contracts) the Company will not enter into any employment contract;

(e) (assets) the Company will not acquire any asset for a consideration of more than $50,000 (single item) or any group or series of assets for a consideration of more than $100,000 in aggregate, make any revaluation of any asset, declare itself trustee of or encumber any assets or deal with any assets;

(f) (corporate actions) the Company will not:

(i) increase, reduce or otherwise alter its share capital or grant any options for the issue of shares or other Securities;

(ii) buy back, redeem, retire or make any offer to buy back its Shares, or agree to do so; or

(iii) sell or give any option, right to purchase, mortgage, charge, pledge, lien or other form of security or Encumbrance over any Shares;

(g) (borrow or guarantee) the Company will not borrow any amount from or provide any guarantee to a third party (other than Intercompany WC Debt);

(h) (corporate transactions) the Company will not merge or consolidate with any other corporation or acquire any shares or the business or assets of any other person, firm, association, corporation or business organisation, or agree to do any of the foregoing;

(i) (constitution and policies) the Company will not make any changes to its Constitution or accounting policies (except as required by the Accounting Standards or by law);

(j) (litigation) the Company and the Seller notifies the Buyer of any new claim, litigation, investigation, arbitration or other like proceeding in relation to the Company as soon as practicable after the Seller becomes aware of it; and

(k) (Mines) no Seller Group Member disposes of its interest in any of the Mines,

but notwithstanding the remainder of this clause 8.1 the Company may:

(l) (forgiveness of Intercompany Receivable) prior to Completion, forgive or otherwise settle any Intercompany Receivable;

(m) (payment of Intercompany Payables) prior to Completion pay or otherwise settle any Intercompany Payable; and

(n) (dividend) declare, determine or pay any dividend.

8.2 Access to Records and personnel

(a) The Seller agrees to allow the Buyer and its Representatives full and free access (including taking copies) to the Records on reasonable notice and at all reasonable times before the Completion Date, to enable the Buyer to become familiar with the affairs of the Company.

(b) The Seller must ensure that all relevant officers, employees and agents of the Seller Group are available at all reasonable times to give access and provide assistance to the Buyer as provided by clause 8.2(a), including to give information and explanations relating to the Company as requested by the Buyer.

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9 Conduct of business after Completion

9.1 Use of Seller intellectual property

Except as permitted by clause 9.2, the Buyer must not and must ensure that the Company does not, after Completion use any name or trade mark which is substantially identical or deceptively similar to a name or trade mark owned by the Seller.

9.2 Phase out of use of Seller name and marks

(a) The Buyer must use its best endeavours to ensure that, no later than one year after Completion, no sign on, or related to any of, the premises or Rolling Stock used in connection with the business of the Company displays any name or trade mark owned by the Seller or a Related Body Corporate of the Seller.

(b) The parties agree that nothing in this clause 9.2 requires the Buyer to take any Rolling Stock out of service outside the ordinary maintenance schedules for the relevant Rolling Stock for the sole purpose of removing such names or trade marks.

9.3 Exclusion of directors and officers from liability

(a) From Completion, the Buyer, to the maximum extent permitted by law, will ensure that the Company does not take any action or proceeding or make any Claim or demand against any of the former directors or officers of the Company in respect of act or omission on the part of such director or officer before Completion, other than any matter arising from the wilful misconduct or dishonesty of that director or officer.

(b) The Buyer acknowledges that this clause 9.3 is for the benefit of those directors and officers, and is held on trust for them by the Seller.

9.4 Non-solicit

The Seller undertakes to the Buyer that neither it nor any Seller Group Member will on its own account or for any person, enterprise, firm, partnership, trust, joint venture or syndicate directly or indirectly entice (or attempt to entice) away from the Buyer Group any employee for a period of two years from the Completion Date.

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10 Class order

(a) Notwithstanding the Deed of Cross Guarantee, the parties agree that from Completion:

(i) the Company is not responsible or liable for the debts or Liabilities of any Seller Group Member (other than the Company):

(A) which would otherwise be covered by the scope of the Deed of Cross Guarantee; or

(B) under any guarantee, indemnity or other promise to pay or satisfy the Liabilities of any Seller Group Member (other than the Company) given by the Company prior to Completion; and

(ii) except for GCIA in respect of the GCIA Indemnities, no Seller Group Member (other than the Company) is responsible for or liable for the debts or Liabilities of the Company which would otherwise be covered by the scope of the Deed of Cross Guarantee.

(b) The Seller indemnifies the Buyer and the Company in respect of the debts and Liabilities referred to in clause 10(a)(i).

(c) The Buyer indemnifies the Seller and other entities in the Seller Group (other than the Company) in respect of the debts and Liabilities referred to in clause 10(a)(ii).

11 GCIA indemnity

11.1 Indemnity

(a) The Buyer and the Seller must use reasonable endeavours to obtain the release of any GCIA Guarantees that remain in place after the date of this agreement (on terms reasonably satisfactory to the Seller).

(b) Subject to compliance with clause 11.1(a), the Buyer indemnifies the Seller against any liability, expense or loss (including Costs) incurred by the Seller or GCIA in relation to any GCIA Guarantee which remains in place after Completion.

11.2 Amendments and extensions

The Buyer may not amend or extend any agreement under which a GCIA Guarantee remains in place after Completion without the prior written consent of GCIA, other than amendments necessary to obtain the release of any GCIA Guarantees and provided those amendments do not and will not give rise to any liability for GCIA.

11.3 Payment

The Buyer agrees to pay amounts due under this clause 11 on demand from the Seller.

11.4 Right of set-off

The Buyer (on behalf of itself and the Company) agrees that on and from Completion the Seller and the Seller Guarantor may set-off against any amounts due and payable by the Seller or Glencore plc to the Company under the Rail Haulage Agreement, any amounts that are due and payable by the Buyer or the Buyer Guarantor to the Seller under clause 11.1. The Buyer must ensure that the Company complies with this clause 11.4.

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12 Tax

12.1 Tax Indemnity

The Seller agrees that, if at any time, the Company receives or suffers a Tax Assessment, then the Seller must pay the Buyer, an amount equal to the Tax Assessment Amount for that, Tax Assessment, except to the extent that the Seller’s liability is limited or qualified under this clause 12 or clause 14 and this will be the sole remedy of the Buyer in respect of any Tax that arises in respect of the Tax Assessment.

12.2 Payment

No amount is payable under clause 12.1 until the latest of:

(a) 1 Business Day before the Tax Assessment Amount is due and payable;

(b) 20 Business Days after the Seller receives a notification from the Buyer of the Tax Assessment where that notification is made in accordance with this agreement;

(c) if a Government Agency has agreed to defer recovery of some or all of the Tax Assessment Amount, 1 Business Day before the last date (taking into account any extensions) on which the Government Agency may commence recovery of the Tax Assessment Amount; and

(d) if bona fide discussions are being conducted with a Government Agency in relation to deferring the recovery of all or some of the Tax Assessment Amount, 5 Business Days after the date on which the Government Agency confirms in writing that it will not defer the recovery of the Tax Assessment Amount.

12.3 Refund

If:

(a) following payment by the Seller of an amount in connection with a Tax Indemnity Claim, an amount of Tax which is referable to the Tax Indemnity Claim is refunded either in cash or by credit to a Buyer Group Member or the Company (including any amount or credit received following a successful objection or appeal); or

(b) a Buyer Group Member or the Company receives (whether in cash or by way of credit or offset against an amount owed to a Government Agency) or would be entitled to receive a refund of all or part of an amount of Tax that was paid by the Company or the Seller in respect of a period prior to Completion,

then the Buyer must immediately pay:

(c) in the case of clause 12.3(a) an amount to the Seller, equal to the lesser of the refund and the amount of the payment made by the Seller with respect to the particular Tax Indemnity Claim; and/or

(d) in the case of clause 12.3(b) an amount to the Seller equal to the refund.

For the purposes of clause 12.3(b) in determining whether a Buyer Group Member or the Company receives or would be entitled to receive a refund of an amount of Tax, treat the Tax Period in which Completion occurs (“Straddle Tax Period”) as two distinct Tax Periods with the first commencing at the beginning of the Straddle Tax Period and ending on Completion and the second commencing immediately after Completion and ending at the end of the Straddle Tax Period.

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12.4 Tax exit

(a) Not less than 3 Business Days before Completion, the Seller must procure that Glencore Investment Pty Limited provides a notice to the Company as required under clause 4.2 of the Seller Tax Sharing Agreement and also provide a copy of this notice to the Buyer.

(b) The Seller must also provide the Buyer with a reasonable opportunity, on a Business Day during business hours, to review the Seller Tax Sharing Agreement in the period between the date of this agreement and Completion, provided that the Buyer provides no less than two Business Days prior notice to the Seller.

(c) The Seller must procure that:

(i) not less than 1 Business Day before Completion, the Company pays an amount (if required) to Glencore Investment Pty Limited equal to the amount specified in the notice referred to in clause 12.4(a);

(ii) on or before Completion, the Deed of Release TSA is executed; and

(iii) on or before Completion, the Deed of Release TFA is executed.

12.5 Tax returns

(a) The Seller must prepare (or procure the preparation of) and the Buyer must lodge (or procure the lodgement of) any Tax Return for the Company that has not been lodged before Completion (”Pre-Completion Tax Return”). For the avoidance of doubt, this clause 12.5(a) does not apply to the consolidated income Tax Return of a consolidated tax group of which the Buyer is a member at Completion.

(b) The Buyer must prepare and lodge (or must procure the preparation and lodgement of) any Tax Return for the Company for any period that commenced before Completion and ends after Completion (“Straddle Return”).

(c) The Preparer must provide a draft Relevant Return together with supporting work papers to the Reviewer:

(i) in the case of a Relevant Return that relates to GST, no later than 7 Business Days before the due date for lodgement; and

(ii) in the case of any other Relevant Return, no later than 15 Business Days before the due date for lodgement.

The Reviewer must provide the Preparer with any comments on the draft Relevant Return (and, in the case of a Relevant Return which is a Straddle Return, the Seller may only provide comments in relation to that part of the Tax Period that ends on or before Completion) within 5 Business Days of receipt of the draft Relevant Return. If the Reviewer does not provide any comments within the time specified in this clause 12.5(c), the Reviewer will be deemed to have no comments.

(d) The Preparer must give the Reviewer notice in writing within 3 Business Days of receiving the Reviewer’s comments (or 1 Business Day if the

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Relevant Return relates to GST) advising whether or not all of the Reviewer’s comments have been incorporated in to the Relevant Return (a “Confirmation Notice”).

(e) If the Preparer does not incorporate all of the Reviewer’s comments, the Reviewer may provide the Preparer with a Tax Dispute Notice within 2 Business Days of receipt of the Confirmation Notice (or 1 Business Day if the Relevant Return relates to GST). If the Preparer fails to give the Reviewer a Confirmation Notice in accordance with clause 12.5(d) above, the Reviewer may also provide the Preparer with a Tax Dispute Notice within 2 Business Days (or 1 Business Day if the Relevant Return relates to GST) of the last day on which the Preparer could have provided a Confirmation Notice under clause 12.5(d) above.

(f) If the Reviewer does not provide a Tax Dispute Notice in relation to a Relevant Return in accordance with clause 12.5(e) above, the Reviewer is deemed to have agreed to the content of the Relevant Return.

(g) If the Reviewer provides a Tax Dispute Notice in accordance with clause 12.5(e) above, the parties agree to work together to resolve the dispute as soon as reasonably possible. If the dispute remains unresolved 5 Business Days following receipt of the Tax Dispute Notice (or 2 Business Day if the Relevant Return relates to GST), the parties agree to refer the dispute to a Tax Expert in accordance with clause 12.6).

(h) The Buyer or Seller (as applicable) must, subject to clause 12.5(i) below, amend any Relevant Return which is the subject of a Tax Dispute Notice in accordance with the Tax Expert’s decision prior to lodgement.

(i) If a Relevant Return is due for lodgement either:

(i) before the review process set out in clauses 12.5(c) to 12.5(g) above has been completed; or

(ii) before the time the Tax Expert has made a decision in accordance with clause 12.6, the Buyer must, if practicable, seek an extension of time for lodgement from the relevant Government Agency. If the Government Agency does not grant an extension of time before the Relevant Return is due for lodgement,

the Seller will determine (and the Buyer must procure that the necessary actions are taken) to either:

(iii) lodge the Relevant Return in the form determined by the Seller notwithstanding the Tax Expert has not made a decision; or

(iv) delay lodgement of the Relevant Return until such time that the review process has been completed to the satisfaction of the parties or the Tax Expert has made a decision.

(j) If the Relevant Return is lodged in accordance with clause 12.5(i)(iii) above and, the completion of the review process or the Tax Expert’s decision in relation to that Relevant Return is such that the Relevant Return should have been lodged in a different form, the Buyer must procure that the Relevant Return is amended accordingly.

(k) The parties agree to provide each other with all reasonable assistance and access to records and documents (including all electronic records and documents) required to prepare and lodge the Relevant Returns and

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any other Tax Returns required to be prepared by the Seller or the Seller Group. Nothing in this clause 12.5(k) requires a party to provide access to any information, documents or records if to do so would result in the waiver of legal professional privilege.

(l) Each party must pay its own costs in connection with this clause.

12.6 Tax Expert

(a) If there is a dispute between the Seller and the Buyer that is to be referred to a Tax Expert in accordance with clause 12.5(g) in relation to the preparation of a Relevant Return then the dispute is to be decided by the Tax Expert in accordance with this clause.

(b) The Seller and the Buyer may make submissions to the Tax Expert in relation to the dispute.

(c) The Tax Expert is appointed as an expert and not an arbitrator and will determine the procedures for settling the dispute.

(d) The Tax Expert must provide written notice of its decision to the Seller and the Buyer and the decision of the Tax Expert is conclusive and binding on the parties in the absence of manifest error.

(e) The Seller and the Buyer will each pay one half of the Tax Expert’s costs and expenses in relation to the dispute unless otherwise determined by the Tax Expert.

12.7 Pre-Completion Tax matters

(a) Except in relation to the preparation and lodgement of a Pre-Completion Tax Return or a Straddle Return (to which clause 12.5 applies), the parties agree that the Buyer must keep the Seller informed of any disclosures made to any Government Agency which relate to any event, act, matter or transaction or amount derived (or deemed to be derived) by the Company or expenditure incurred by the Company before Completion (“Pre-Completion Tax Event”) and that other than in respect of income Tax, the Buyer’s obligation under this clause exists for the period during which the Buyer is able to make a Claim under the Tax Indemnity in accordance with the time limits imposed by clause 14.9(a).

(b) The Buyer agrees that it will (and will procure that from Completion, the Company will):

(i) not disclose any information to a Government Agency to the extent to which it relates to a Pre-Completion Tax Event without the prior written consent of the Seller (not to be unreasonably withheld), except as required by law;

(ii) not file, or cause to be filed, any amended Tax Return for the Company which relates to a Tax Period (or part thereof) ending on or before Completion without the prior written consent of the Seller (not to be unreasonably withheld);

(iii) promptly provide the Seller with copies of any correspondence with, or material provided to or by, a Government Agency and keep the Seller informed of any communications with any Government Agency in relation to any Pre-Completion Tax Event; and

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(iv) in the event that a Government Agency commences an audit or investigation of the Company relates (whether in whole or in part) to a Tax Period which commenced before Completion, then to the extent to which this has not resulted in the Buyer providing the Seller with a notice in accordance with clause 14.1 or clause 14.2:

(A) the Buyer must allow the Seller, at its own expense, to participate in any dealings with the Government Agency with respect to the audit or investigation but only with respect to the period up to Completion; and

(B) the Buyer must not enter into any settlement with respect to the audit or investigation without the Seller’s written consent but only with respect to the period up to Completion.

If, as a result of an audit or investigation to which this clause 12.7(b)(iv) applies, the Buyer notifies the Seller of a Claim in accordance with clause 14.1 or clause 14.2 then clause 14.4 will thereafter apply with respect to the conduct of the audit or investigation and not this clause 12.7(b).

12.8 Foreign resident capital gains withholding

(a) The Buyer acknowledges receipt of a copy of the completed Declaration.

(b) The Buyer acknowledges and agrees that, on the basis of the receipt of the Declaration referred to in clause 12.8(a), it is not required to make any withholding or deduction for or on account of Tax, or make any payment to a Tax authority pursuant to Subdivision 14-D of Schedule 1 of the Tax Administration Act 1953 (Cth).

12.9 Seller’s TSA Undertaking

The Seller agrees to provide a copy of the Seller Tax Sharing Agreement, and the tax sharing agreement within the meaning of Division 721 of the 1997 Act for any other Consolidated Group of which the Company was a member, to the Commissioner of Taxation if and as required by section 721-25 of the 1997 Act.

13 Warranties and representations

13.1 Accuracy

The Seller represents and warrants to the Buyer that each Warranty is correct and not misleading on the date of this agreement and will be correct and not misleading on the Completion Date immediately before Completion as if made on and as at each of those dates except where provided otherwise in the Warranty. Each Warranty will remain in full force and effect after the Completion Date despite Completion.

13.2 Separate Warranties

Each Warranty is to be treated as a separate representation and warranty. The interpretation of any statement made may not be restricted by reference to or inference from any other statement.

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13.3 Matters disclosed

Each Warranty is to be qualified by any information:

(a) fairly disclosed to the Buyer by any Seller Group Member in the Disclosure Material in a reasonable level of detail;

(b) which is otherwise within the actual knowledge of the Buyer or its Representatives or Related Bodies Corporate, including but not limited to the Freightliner Entities, as at the Cut-Off Time;

(c) that would have been disclosed to the Buyer had the Buyer conducted searches prior to the Cut-Off Time of records open to public inspection maintained by the Australian Securities and Investments Commission, PPSR, the Environmental Protection Agency in New South Wales, the High Court, the Federal Court and the Supreme Court of New South Wales; and

(d) provided or communicated in writing to the Buyer, its Related Bodies Corporate or any of their Representatives by any Seller Group Member or its Representatives on or before the Cut-Off Time in connection with the transaction contemplated in this agreement and included in the Disclosure Material, as part of or during:

(i) management presentations conducted by employees or Representatives of the Seller (including to the extent identified in any written summary of those management presentations prepared by the Representatives of the Seller);

(ii) visits by the Buyer to the sites at which the Seller conducts the Business (including to the extent identified in any written summary of those site visits prepared by the Representatives of the Seller and provided to the Buyer or its Representatives);

(iii) any formal information request process conducted by or on behalf of the Seller in conjunction with the review by the Buyer of the Disclosure Material,

which is or may be inconsistent with that Warranty.

For the purposes of clauses 13.3(b) and 13.3(d), the Buyer is not imputed with the knowledge of any information that any adviser, consultant or financier of the Buyer or a Related Body Corporate of the Buyer is not permitted, by law or under confidentiality obligations binding on the relevant adviser, consultant or financier, to disclose to the Buyer or its Related Bodies Corporate.

13.4 Buyer’s acknowledgement

The Buyer acknowledges and agrees that:

(a) in entering into this agreement and in proceeding to Completion, any Seller Group Member and their Representatives have not made any warranty in respect of, and the Warranties do not apply to, any forecasts, financial models, plans, projections, pro forma revenue information, opinions of future performance or other statements relating to prospects (including but not limited to any pro forma revenue information or forecasts provided in any financial model or plan) that have been provided in the Disclosure Materials or otherwise provided to the Buyer on behalf of the Seller, other than any factual information in any such financial models;

(b) no representation or warranty is given by the Seller that any forecast, financial model, plans or projection will be achieved and any such information was provided by the Seller for illustrative purposes only;

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(c) it has received and understood the contents of the Disclosure Letter;

(d) it has had the opportunity to conduct the Due Diligence and has satisfied itself in relation to matters arising from the Due Diligence;

(e) except for the Warranty contained in paragraph 11(b) of Schedule 2 and without in any way limiting that Warranty, any external reports, third party opinions, third party reports or information and forecasts prepared or made by third parties which are provided in the Disclosure Materials (and which are disclosed to be such), other than factual information in the Information Memorandum prepared by RBC Capital Markets dated June 2016, are accepted by the Buyer and neither the Seller nor any of its agents, directors, officers, employees or advisers has made or makes any representation or warranty as to the accuracy or completeness of those external reports, third party opinions, third party reports or information or forecasts prepared or made by third parties;

(f) neither the Seller Group nor any of its agents, directors, officers or employees:

(i) accepts any duty of care to the Buyer in respect of any disclosure or the provision of any information referred to in clause 13.4(e); or

(ii) is to be liable to the Buyer if, for whatever reason, any such information is or becomes inaccurate, incomplete or misleading in any particular way (except for liability incurred by the Buyer as a result of a breach of the Warranty contained in paragraph 11(b) of Schedule 2);

(g) irrespective of whether or not the Due Diligence was as full or exhaustive as the Buyer would have wished, it has nevertheless independently and without the benefit of any inducement, representations or warranty (other than the Warranties) from the Seller, its officers, employees, advisers or its agents determined to enter into this agreement; and

(h) subject to any law to the contrary and except as provided in this agreement, all terms, conditions, warranties and statements whether express, implied, written, oral, collateral, statutory or otherwise, are excluded, and the Seller disclaims all Liability in relation to them, to the maximum extent permitted by law.

13.5 Buyer’s representation

(a) The Buyer represents on the date of this agreement and as at Completion that, on the basis of the Due Diligence and other information of which it is aware at the date of this agreement, it does not have knowledge or belief as at the date of this agreement of any matter which is, or would with the passage of time become, a breach of any Warranty other than any potential breaches of a Warranty disclosed in the Disclosure Material or the Disclosure Letter.

(b) For the purposes of clause 13.5(a), the Buyer’s knowledge and belief includes the knowledge and belief of the Buyer, its Representatives and its Related Bodies Corporate (including but not limited to the Freightliner Entities). However, the Buyer is not imputed with the knowledge of any information that any Representative of the Buyer or a Related Body Corporate of the Buyer is not permitted, by law or under confidentiality obligations binding on the relevant Representative, to disclose to the Buyer or its Related Bodies Corporate.

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13.6 Seller’s acknowledgment

The Seller acknowledges that the representation given by the Buyer in clause 13.5 does not give the Seller a cause of action against the Buyer and may only be raised by the Seller as a defence to any Claim by the Buyer.

14 Limitations of Liability

14.1 Notice of Claims

If the Buyer becomes aware of any matter or circumstance that may give rise to a Claim under or in relation to or arising out of this agreement, including a breach of a Warranty:

(a) the Buyer must promptly give notice of the Claim to the Seller; and

(b) the notice must contain:

(i) the facts, matters or circumstances that may give rise to the Claim;

(ii) if it is alleged that the facts, matters or circumstances referred to in clause 14.1(b)(i) constitute a breach of this agreement, including a breach of a Warranty, the basis for that allegation; and

(iii) an estimate of the amount of the Loss, if any, arising out of or resulting from the Claim or the facts, matters or circumstances that may give rise to the Claim.

14.2 Third Party Claims

If the fact, matter or circumstance that may give rise to a Claim against the Seller under or in relation to or arising out of this agreement, including a breach of a Warranty, is a result of or in connection with a Claim by or liability to a third party (“Third Party Claim”) then:

(a) the Buyer must promptly give notice of the Third Party Claim to the Seller;

(b) the notice must contain:

(i) the facts, matters or circumstances that may give rise to the Third Party Claim;

(ii) if it is alleged that the facts, matters or circumstances referred to in clause 14.2(b)(i) constitute a breach of this agreement including a breach of a Warranty, the basis for that allegation; and

(iii) an estimate of the amount of the Loss, if any, arising out of or resulting from the Third Party Claim or the facts, matters or circumstances that may give rise to the Third Party Claim;

(c) at the expense and direction of the Seller, the Buyer must either (at the Seller’s direction):

(i) act in consultation with the Seller and provide the Seller with reasonable access to any documentation relating to the Third Party Claim as the Seller may reasonably require to avoid, dispute, resist, defend, appeal, compromise or mitigate the Third Party Claim; or

(ii) subject to clause 14.2(g), offer the Seller the option to assume defence of the Third Party Claim;

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(d) where the Third Party Claim relates to Tax and the Seller has given a direction to the Buyer to act in accordance with clause 14.2(c)(i), the Buyer has an on-going obligation to offer the Seller the option to assume the defence of the Third Party Claim, which the Seller may accept at any time;

(e) the Buyer must not settle, make any admission of liability or compromise any Third Party Claim without the prior consent of the Seller at the Seller’s absolute discretion and if the Third Party Claim is in respect of Tax, the Buyer must not (and must procure that no Buyer Group Member) correspond or deal with a Government Agency in relation to the Third Party Claim or disclose anything to a Government Agency in relation to the Third Party Claim without the express written authorisation of the Seller;

(f) the Seller will indemnify the Buyer against any Costs reasonably incurred by any member of the Buyer Group in respect of action the Buyer takes under clause 14.2(c)(i) and any Costs any member of the Buyer Group incurs in connection with any Third Party Claim which the Seller assumes the defence of under clause 14.2(c)(ii) or 14.2(d). The Buyer holds the benefit of this clause 14.2(f) on trust for each other member of the Buyer Group; and

(g) the Buyer is not obliged to offer the Seller the option to assume defence of a Third Party Claim under clause 14.2(c)(ii) or 14.2(d) where the Third Party Claim involves another Seller Group Member as a party.

14.3 Seller to consider Claims

The Seller must notify the Buyer within 5 Business Days of receipt of a notice of a Claim under clause 14.1 or clause 14.2 indicating whether it admits or denies the Claim (in whole or in part) (or, in the case of Third Party Claims, whether it exercises the option in clause 14.2(c)(ii)).

14.4 Seller to defend Claim

If the Seller exercises the option in clause 14.2(c)(ii) (including in accordance with clause 14.2(d)), then:

(a) the Buyer agrees to co-operate with the Seller and do all things reasonably requested by the Seller in respect of the Third Party Claim at the Seller’s expense;

(b) the Seller agrees, at its own expense, to defend the Third Party Claim;

(c) the Seller may settle or compromise the Third Party Claim with the consent of the Buyer, which consent:

(i) in the case of Third Party Claims in respect of Tax, must not be withheld by the Buyer unreasonably; and

(ii) in the case of other Third Party Claims, may be withheld at the Buyer’s absolute discretion;

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(d) provide the Buyer with reasonable access to copies of any notices, correspondence or any other documentation materially relevant to the defence of the Third Party Claim; and

(e) the Seller agrees to consult with the Buyer on a regular basis in relation to the conduct of the Third Party Claim, conduct the defence in good faith, and not take or persist in any course that might reasonably be regarded as harmful to the goodwill, reputation, affairs or operation of the Buyer, the Buyer Group or the Company (including the reputation of the Buyer, the Buyer Group or the Company with any Government Agency).

14.5 Seller not liable

The Seller is not liable to the Buyer (or any person deriving title from the Buyer) for any Claim under or in relation to or arising out of this agreement, including a breach of a Warranty:

(a) if the Buyer has failed to comply in any material respect with clause 14.1 or clause 14.2 as the case may be;

(b) to the extent that the Claim is as a result of or in consequence of any voluntary act or omission of a Buyer Group Member after Completion;

(c) arising out of or in connection with any forecasts, estimates, projections, pro forma revenue information, opinions of future performance or information relating to the financial prospects of the Company, including any forecasts in respect of future production at any Mine, that has been provided in the Disclosure Material or otherwise provided by the Seller to the Buyer (including any pro forma revenue information or forecast contained in financial models and plans), provided that the Seller and its Representatives have not deliberately included anything in the Disclosure Material with the intention of misleading the Buyer;

(d) if the Claim is as a result of or in respect of any legislation not in force at the date of this agreement (including legislation which takes effect retrospectively) other than legislation giving effect to changes in law which were announced but not legislated at the date of this agreement or any other change of law;

(e) if the Claim arises or is increased as a result of action taken or not taken by the Seller after consultation with and the prior written approval of the Buyer;

(f) to the extent that the Claim arises or is increased as a result only of an increase in the rates or change in method of calculation or scope of taxation arising from a change in Tax Law occurring after the date of this agreement;

(g) to the extent that the Claim arises or is increased as a result of any change in Accounting Standards after Completion; or

(h) to the extent that provision has been specifically made for any fact, matter or circumstance giving rise to a Claim in the Last Accounts of the Company included in the Disclosure Material or the Completion Statement.

14.6 Recovery

(a) Where a Buyer Group Member is entitled to recover from some other person any sum in respect of any fact, matter or circumstance which gives or could give rise to a Claim, the Buyer will:

(i) use its best endeavours and procure that any relevant Buyer Group Member uses its best endeavours to recover that sum;

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(ii) keep the Seller at all times fully and promptly informed of the conduct of such recovery; and

(iii) reduce the amount of the Claim by the after tax amount of the Recovered Sum,

but the Buyer will not be prevented from making a Claim against the Seller prior to receiving the Recovered Sum.

(b) If, after the Seller has made a payment in respect of a Claim, a Buyer Group Member recovers or is compensated for by any other means, any fact, matter or circumstance that gave rise to the Claim, the Buyer must immediately pay to that Seller the lesser of:

(i) the amount of the Loss that was recovered or compensated for less the Buyer’s reasonable Costs of recovery; and

(ii) the amount paid by the Seller in respect of the Claim.

14.7 Other limitations

In addition to the exclusions in clause 14.5, the Seller is not liable to the Buyer (or any person deriving title from the Buyer) for any Tax Indemnity Claim to the extent that the Tax Indemnity Claim arises from the failure by Company or a Buyer Group Member after Completion, in a timely manner, to:

(a) lodge any return, notice, objection or other document in relation to the Tax Indemnity Claim;

(b) claim all or any portion of any allowance, deduction, credit, rebate or refund in relation to the Tax Indemnity Claim;

(c) disclose or correctly describe in any return, notice, objection or other document relating to the Tax Indemnity Claim any fact, matter or thing to the extent that it was or might reasonably be expected to have been within the knowledge of either a Buyer Group Member or the Company; or

(d) make any relevant rollover or other election, claim or application to any Government Agency.

14.8 Reduction in Purchase Price

If payment is made for a breach of any Warranty or under the Tax Indemnity, the payment is to be treated as an equal reduction in the Adjusted Purchase Price.

14.9 Time limit on Claim

(a) The Buyer may not make any Claim for a breach of Warranty or any Claim arising under the Tax Indemnity or clause 10(b) unless full details of the Claim have been notified to the Seller in accordance with clause 14.1 or clause 14.2 within:

(i) 5 years from the Completion Date in respect of a Claim arising under the Tax Indemnity or a Warranty contained in paragraph 18 of Schedule 2 or clause 10(b);

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(ii) 7 years from the Completion Date in respect of a Claim arising under a Warranty contained in paragraph 19 of Schedule 2; and

(iii) 18 months from the Completion Date in respect of a Claim arising under any Warranty other than the Warranties contained in paragraphs 18 or 19 of Schedule 2.

(b) A Claim will not be enforceable against the Seller and is to be taken for all purposes to have been withdrawn unless any legal proceedings in connection with the Claim are commenced within 12 months after written notice of the Claim is served on the Seller in accordance with clause 14.1 or clause 14.2.

14.10 Minimum amount of Claim

The Buyer may not make any Claim under this agreement including for a breach of Warranty:

(a) if the amount of the Claim is less than $500,000 per Claim; and

(b) unless and until the aggregate amount of all Claims properly made under this agreement exceeds $2,500,000.

14.11 Maximum Liability

The Seller’s total liability for loss or damage of any kind not excluded by clause 14.12 however caused, in contract, tort, (including negligence), under any statute or otherwise from or relating in any way to this agreement or its subject matter is limited in aggregate for any and all Claims to the Adjusted Purchase Price.

14.12 Exclusion of consequential liability

(a) Subject to clause 14.12(b), the Seller excludes all liability for indirect and consequential loss or damage (including for opportunity costs, loss of business (including loss of profit (whether direct, indirect, anticipated or otherwise), opportunity costs, loss of business including loss or reduction of goodwill) regardless of whether any or all of these things are considered to be indirect losses or damage), in contract, tort (including negligence), under any statute or otherwise arising from or related in any way to this agreement or its subject matter.

(b) Nothing in this agreement excludes or limits the liability of the Seller for intentional misrepresentation or fraud.

14.13 Insured Claim or loss

Without limiting clause 14.6, the Seller will not be liable for any Claim under or in relation to or arising out of this agreement including a breach of a Warranty unless the Buyer has first caused the Company to make a Claim under any insurance policy held by the Company which may cover that Claim.

14.14 Obligation to mitigate

Nothing in this clause 14 in any way restricts or limits the general obligation at law of the Buyer to mitigate any Loss or damage which it may incur in consequence of any breach by the Seller of the terms of this agreement including a breach of a Warranty.

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14.15 Tax benefit

In calculating the Liability of the Seller for a Claim arising under, in relation to or arising out of this agreement, including a breach of any Warranty or under the Tax Indemnity, any tax benefit or reduction received by the Buyer as a result of the loss or damage arising from that breach must be taken into account.

14.16 Seller Guarantor

The parties agree that with respect to a claim by the Buyer under clause 13.1 the Seller Guarantor has the same rights as the Seller under this clause 14 as if it were named as the Seller in this clause 14.

15 Buyer’s and Buyer Guarantor’s warranties

Each of the Buyer and the Buyer Guarantor represents and warrants to the Seller that each of the following statements is correct and not misleading in any material respect on the date of this agreement and will be correct and not misleading as at the Completion Date as if made on each of those dates:

(a) it has the power to enter into and perform this agreement and has obtained all necessary consents and authorisations to enable it to do so;

(b) the entry into and performance of this agreement by it does not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking by which it is bound;

(c) this agreement constitutes valid and binding obligations upon it enforceable in accordance with its terms by appropriate legal remedy;

(d) has not entered into an agreement to provide another person an economic interest in the Company except as disclosed to the Seller prior to execution of this agreement;

(e) the entry into and performance of this agreement by it do not conflict with or result in a breach of or default under any applicable law, any material term or provision of its constitution or any material term or provision of any agreement or deed or writ, order or injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it is bound;

(f) no voluntary arrangement has been proposed or reached with any creditors of it; and

(g) it is able to pay its debts as and when they fall due.

16 Seller Guarantor warranties

The Seller Guarantor represents and warrants to the Buyer that each of the following statements is correct and not misleading in any material respect on the date of this agreement and will be correct and not misleading as at the Completion Date as if made on each of those dates:

(a) the Seller Guarantor has been duly incorporated or formed in accordance with the laws of its place of incorporation or formation and is validly existing under those laws;

(b) the Seller Guarantor has full corporate power and authority to own the Shares;

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(c) the Seller Guarantor has the power to enter into and perform this agreement and has obtained all necessary consents and authorisations to enable it to do so;

(d) this agreement constitutes valid and binding obligations upon the Seller Guarantor enforceable in accordance with its terms by appropriate legal remedy;

(e) the entry into and performance of this agreement by the Seller Guarantor do not conflict with or result in a breach of or default under any applicable law, any material term or provision of its constitution or any material term or provision of any agreement or deed or writ, order or injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it is bound;

(f) no voluntary arrangement has been proposed or reached with any creditors of the Seller Guarantor; and

(g) the Seller Guarantor is able to pay its debts as and when they fall due.

17 Default

17.1 Failure by a party to Complete

If a party does not Complete, other than as a result of default by the other party, the non-defaulting party may give the defaulting party notice requiring it to Complete within 10 Business Days of receipt of the notice.

17.2 Specific performance or termination

If the defaulting party does not Complete within the period specified in clause 17.1 the non-defaulting party may choose either to proceed for specific performance or terminate this agreement. In either case, the non-defaulting party may seek damages for the default.

17.3 Termination of agreement

If this agreement is terminated then clause 4.6 will apply. A termination of this agreement under clause 17.2 will not affect any other rights the parties have against one another at law or in equity.

18 Buyer Guarantee and indemnity

18.1 Consideration

The Buyer Guarantor acknowledges that the Seller Beneficiary is acting in reliance on the Buyer Guarantor incurring obligations and giving rights under this Buyer Guarantee.

18.2 Guarantee

(a) The Buyer Guarantor unconditionally and irrevocably guarantees to the Seller Beneficiary the Buyer Obligor’s compliance with the Buyer Obligor’s obligations under this agreement, including each obligation to pay money.

(b) If the Buyer Obligor does not comply with those obligations on time and in accordance with this agreement, then the Buyer Guarantor agrees to

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comply with those obligations on demand from the Seller Beneficiary. A demand may be made whether or not the Seller Beneficiary has made demand on the Buyer Obligor.

18.3 Indemnity

(a) The Buyer Guarantor indemnifies the Seller Beneficiary against any liability or loss arising from, and any Costs it incurs, if:

(i) the Buyer Obligor does not, or is unable to, comply with an obligation it has (including any obligation to pay money) under this agreement; or

(ii) an obligation the Buyer Obligor would otherwise have under this agreement (including an obligation pay money) is found to be void, voidable or unenforceable; or

(iii) an obligation the Buyer Guarantor would otherwise have under clause 18.2 is found to be void, voidable or unenforceable; or

(iv) a representation or warranty by the Buyer Obligor in this agreement is found to have been incorrect or misleading when made or taken to be made.

(b) The Buyer Guarantor agrees to pay amounts due under this clause 18.3 on demand from the Seller Beneficiary.

(c) The Seller Beneficiary need not incur expense or make payment before enforcing this right of indemnity.

18.4 Extent of guarantee and indemnity

Each of the Buyer Guarantee in clause 18.2 and the indemnity in clause 18.3 is a continuing obligation despite any intervening payment, settlement or other thing and extends to all of the Buyer Obligor’s obligations under this agreement. The Buyer Guarantor waives any right it has of first requiring the Seller Beneficiary to commence proceedings or enforce any other right against the Buyer Obligor or any other person before claiming from the Buyer Guarantor under this Buyer Guarantee.

18.5 Obligation to pay interest

(a) The Buyer Guarantor agrees to pay interest at the Interest Rate on any amount under this Buyer Guarantee which is not paid on the due date for payment and is not otherwise incurring interest.

(b) The interest accrues daily from (and including) the due date to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 365 days.

(c) The Buyer Guarantor agrees to pay interest under this clause 18.5 on demand from the Seller Beneficiary.

18.6 Compounding

Interest payable under clause 18.5 which is not paid when due for payment may be added to the overdue amount by the Seller Beneficiary at intervals which the Seller Beneficiary determines from time to time or, if no determination is made, every 30 days. Interest is payable on the increased overdue amount at the Interest Rate and in the manner set out in clause 18.5.

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18.7 Payments

The Buyer Guarantor agrees to make payments under this Buyer Guarantee:

(a) in full without set-off or counterclaim, and without any deduction in respect of Taxes unless prohibited by law; and

(b) in the currency in which the payment is due, and otherwise in Australian dollars, in immediately available funds.

18.8 No merger

This Buyer Guarantee does not merge with or adversely affect, and is not adversely affected by, any of the following:

(a) any other guarantee, indemnity, mortgage, charge or other encumbrance, or other right or remedy to which the Seller Beneficiary is entitled; or

(b) a judgment which the Seller Beneficiary obtains against the Buyer Guarantor, the Buyer Obligor or any other person in connection with this agreement.

The Seller Beneficiary may still exercise its rights under this Buyer Guarantee as well as under the judgment, mortgage, charge or other encumbrance or the right or remedy.

18.9 Rights of the Seller Beneficiary are protected

The rights given to the Seller Beneficiary under this Buyer Guarantee, and the Buyer Guarantor’s liabilities under it, are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise. For example, those rights and liabilities are not affected by:

(a) any act or omission:

(i) varying or replacing in any way and for any reason any agreement or arrangement under which the obligations guaranteed under clause 18.2 are expressed to be owing;

(ii) releasing the Buyer Obligor or giving the Buyer Obligor a concession (such as more time to pay);

(iii) releasing any person who gives a guarantee or indemnity in connection with any of the Buyer Obligor’s obligations;

(iv) by which a person becomes a Buyer Guarantor after the date of this Buyer Guarantee;

(v) by which the obligations of any person who guarantees any of the Buyer Obligor’s obligations (including obligations under this Buyer Guarantee) may become unenforceable;

(vi) by which any person who was intended to guarantee any of the Buyer Obligor’s obligations does not do so, or does not do so effectively; or

(vii) by which a person who is co-surety or co-indemnifier is discharged under an agreement or by operation of law;

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(b) a person dealing in any way with this agreement or this Buyer Guarantee;

(c) the death, mental or physical disability, or liquidation, administration or insolvency of any person, including the Buyer Guarantor or the Buyer Obligor;

(d) changes in the membership, name or business of any person; or

(e) acquiescence or delay by the Seller Beneficiary or any other person.

18.10 Buyer Guarantor’s rights are suspended

As long as any obligation is required, or may be required, to be complied with in connection with this Buyer Guarantee, the Buyer Guarantor may not, without the Seller Beneficiary’s consent:

(a) reduce its liability under this Buyer Guarantee by claiming that it or the Buyer Obligor or any other person has a right of set-off or counterclaim against the Seller Beneficiary; or

(b) claim, or exercise any right to claim to be entitled (whether by way of subrogation or otherwise) to the benefit of another guarantee, indemnity, mortgage, charge or other encumbrance:

(i) in connection with this agreement or any other amount payable under this Buyer Guarantee; or

(ii) in favour of a person other than the Seller Beneficiary in connection with any obligations of, or any other amounts payable, by the Buyer Obligor to, or for the account of, that other person; or

(c) claim an amount from the Buyer Obligor, or another guarantor (including a person who has signed this Buyer Guarantee as “Buyer Guarantor”), under a right of indemnity or contribution; or

(d) claim an amount in the liquidation, administration or insolvency of the Buyer Obligor or of another guarantor of any of the Buyer Obligor’s obligations (including a person who has signed this Guarantee as “Buyer Guarantor”).

If the Seller Beneficiary asks, the Buyer Guarantor agrees to notify any relevant person of the terms of this clause 18.10 and other parts of this Buyer Guarantee that may be relevant. The Buyer Guarantor also authorises the Seller Beneficiary to do so at any time in its discretion and without first asking the Buyer Guarantor to do it. This applies despite anything else in this Buyer Guarantee.

This clause 18.10 continues after this Buyer Guarantee ends.

18.11 Reinstatement of rights

Under any Insolvency Law, a person may claim that a transaction (including a payment) in connection with this Buyer Guarantee or this agreement is void or voidable. If a claim is made and upheld, conceded or compromised, then:

(a) the Seller Beneficiary is immediately entitled as against the Buyer Guarantor to the rights in connection with this Buyer Guarantee or this agreement to which it was entitled immediately before the transaction; and

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(b) on request from the Seller Beneficiary, the Buyer Guarantor agrees to do anything (including signing any document) to restore to the Seller Beneficiary any mortgage, charge or other encumbrance (including this Buyer Guarantee) held by it from the Buyer Guarantor immediately before the transaction.

The Buyer Guarantor’s obligations under this clause 18.11 are continuing obligations, independent of the Buyer Guarantor’s other obligations under this Buyer Guarantee and continue after this Buyer Guarantee ends.

18.12 Costs

The Buyer Guarantor agrees to pay or reimburse the Seller Beneficiary on demand for:

(a) the Seller Beneficiary’s Costs in enforcing this Buyer Guarantee including legal Costs in accordance with any written agreement as to legal costs or, if no agreement, on whichever is the higher of a full indemnity basis or solicitor and own client basis; and

(b) all duties, fees, Taxes and charges which are payable in connection with this Buyer Guarantee or a payment or receipt or other transaction contemplated by it.

19 Seller Guarantee and indemnity

19.1 Consideration

The Seller Guarantor acknowledges that the Buyer Beneficiary is acting in reliance on the Seller Guarantor incurring obligations and giving rights under this Seller Guarantee.

19.2 Guarantee

(a) The Seller Guarantor unconditionally and irrevocably guarantees to the Buyer Beneficiary the Seller Obligor’s compliance with the Seller Obligor’s obligations under this agreement, including each obligation to pay money.

(b) If the Seller Obligor does not comply with those obligations on time and in accordance with this agreement, then the Seller Guarantor agrees to comply with those obligations on demand from the Buyer Beneficiary. A demand may be made whether or not the Buyer Beneficiary has made demand on the Seller Obligor.

19.3 Indemnity

(a) The Seller Guarantor indemnifies the Buyer Beneficiary against any liability or loss arising from, and any Costs it incurs, if:

(i) the Seller Obligor does not, or is unable to, comply with an obligation it has (including any obligation to pay money) under this agreement; or

(ii) an obligation the Seller Obligor would otherwise have under this agreement (including an obligation pay money) is found to be void, voidable or unenforceable; or

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(iii) an obligation the Seller Guarantor would otherwise have under clause 19.2 is found to be void, voidable or unenforceable; or

(iv) a representation or warranty by the Seller Obligor in this agreement is found to have been incorrect or misleading when made or taken to be made.

(b) The Seller Guarantor agrees to pay amounts due under this clause on demand from the Buyer Beneficiary.

(c) The Buyer Beneficiary need not incur expense or make payment before enforcing this right of indemnity.

19.4 Extent of guarantee and indemnity

Each of the Seller Guarantee in clause 19.2 and the indemnity in clause 19.3 is a continuing obligation despite any intervening payment, settlement or other thing and extends to all of the Seller Obligor’s obligations under this agreement. The Seller Guarantor waives any right it has of first requiring the Seller Beneficiary to commence proceedings or enforce any other right against the Seller Obligor or any other person before claiming from the Seller Guarantor under this Seller Guarantee.

19.5 Obligation to pay interest

(a) The Seller Guarantor agrees to pay interest at the Interest Rate on any amount under this Seller Guarantee which is not paid on the due date for payment and is not otherwise incurring interest.

(b) The interest accrues daily from (and including) the due date to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 365 days.

(c) The Seller Guarantor agrees to pay interest under this clause 19.5 on demand from the Buyer Beneficiary.

19.6 Compounding

Interest payable under clause 19.5 which is not paid when due for payment may be added to the overdue amount by the Buyer Beneficiary at intervals which the Buyer Beneficiary determines from time to time or, if no determination is made, every 30 days. Interest is payable on the increased overdue amount at the Interest Rate and in the manner set out in clause 19.5.

19.7 Payments

The Seller Guarantor agrees to make payments under this Seller Guarantee:

(a) in full without set-off or counterclaim, and without any deduction in respect of Taxes unless prohibited by law; and

(b) in the currency in which the payment is due, and otherwise in Australian dollars, in immediately available funds.

19.8 No merger

This Seller Guarantee does not merge with or adversely affect, and is not adversely affected by, any of the following:

(a) any other guarantee, indemnity, mortgage, charge or other encumbrance, or other right or remedy to which the Buyer Beneficiary is entitled; or

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(b) a judgment which the Buyer Beneficiary obtains against the Seller Guarantor, the Seller Obligor or any other person in connection with this agreement.

The Buyer Beneficiary may still exercise its rights under this Seller Guarantee as well as under the judgment, mortgage, charge or other encumbrance or the right or remedy.

19.9 Rights of the Buyer Beneficiary are protected

The rights given to the Buyer Beneficiary under this Seller Guarantee, and the Seller Guarantor’s liabilities under it, are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise. For example, those rights and liabilities are not affected by:

(a) any act or omission:

(i) varying or replacing in any way and for any reason any agreement or arrangement under which the obligations guaranteed under clause 19.2 are expressed to be owing;

(ii) releasing the Seller Obligor or giving the Seller Obligor a concession (such as more time to pay);

(iii) releasing any person who gives a guarantee or indemnity in connection with any of the Seller Obligor’s obligations;

(iv) by which a person becomes a Seller Guarantor after the date of this Seller Guarantee;

(v) by which the obligations of any person who guarantees any of the Seller Obligor’s obligations (including obligations under this Seller Guarantee) may become unenforceable;

(vi) by which any person who was intended to guarantee any of the Seller Obligor’s obligations does not do so, or does not do so effectively; or

(vii) by which a person who is co-surety or co-indemnifier is discharged under an agreement or by operation of law;

(b) a person dealing in any way with this agreement or this Seller Guarantee;

(c) the death, mental or physical disability, or liquidation, administration or insolvency of any person, including the Seller Guarantor or the Seller Obligor;

(d) changes in the membership, name or business of any person; or

(e) acquiescence or delay by the Buyer Beneficiary or any other person.

19.10 Seller Guarantor’s rights are suspended

As long as any obligation is required, or may be required, to be complied with in connection with this Seller Guarantee, the Seller Guarantor may not, without the Buyer Beneficiary’s consent:

(a) reduce its liability under this Seller Guarantee by claiming that it or the Seller Obligor or any other person has a right of set-off or counterclaim against the Buyer Beneficiary; or

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(b) claim, or exercise any right to claim to be entitled (whether by way of subrogation or otherwise) to the benefit of another guarantee, indemnity, mortgage, charge or other encumbrance:

(i) in connection with this agreement or any other amount payable under this Seller Guarantee; or

(ii) in favour of a person other than the Buyer Beneficiary in connection with any obligations of, or any other amounts payable, by the Seller Obligor to, or for the account of, that other person; or

(c) claim an amount from the Seller Obligor, or another guarantor (including a person who has signed this Seller Guarantee as “Seller Guarantor”), under a right of indemnity or contribution; or

(d) claim an amount in the liquidation, administration or insolvency of the Seller Obligor or of another guarantor of any of the Seller Obligor’s obligations (including a person who has signed this Guarantee as “Seller Guarantor”).

If the Buyer Beneficiary asks, the Seller Guarantor agrees to notify any relevant person of the terms of this clause 19.10 and other parts of this Seller Guarantee that may be relevant. The Seller Guarantor also authorises the Buyer Beneficiary to do so at any time in its discretion and without first asking the Seller Guarantor to do it. This applies despite anything else in this Seller Guarantee.

This clause 19.10 continues after this Seller Guarantee ends.

19.11 Reinstatement of rights

Under any Insolvency Law, a person may claim that a transaction (including a payment) in connection with this Seller Guarantee or this agreement is void or voidable. If a claim is made and upheld, conceded or compromised, then:

(a) the Buyer Beneficiary is immediately entitled as against the Seller Guarantor to the rights in connection with this Seller Guarantee or this agreement to which it was entitled immediately before the transaction; and

(b) on request from the Buyer Beneficiary, the Seller Guarantor agrees to do anything (including signing any document) to restore to the Buyer Beneficiary any mortgage, charge or other encumbrance (including this Seller Guarantee) held by it from the Seller Guarantor immediately before the transaction.

The Seller Guarantor’s obligations under this clause 19.11 are continuing obligations, independent of the Seller Guarantor’s other obligations under this Seller Guarantee and continue after this Seller Guarantee ends.

19.12 Costs

The Seller Guarantor agrees to pay or reimburse the Buyer Beneficiary on demand for:

(a) the Buyer Beneficiary’s Costs in enforcing this Seller Guarantee including legal Costs in accordance with any written agreement as to legal costs or, if no agreement, on whichever is the higher of a full indemnity basis or solicitor and own client basis; and

(b) all duties, fees, Taxes and charges which are payable in connection with this Seller Guarantee or a payment or receipt or other transaction contemplated by it.

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20 Seller Group insurance

(a) If the Company is entitled to:

(i) make a claim under any of the Insurance Policies after Completion in relation to a matter occurring prior to Completion; or

(ii) the benefit of a claim after Completion under any of the Insurance Policies in relation to a matter occurring prior to Completion where the Insurance Policy continues to be held by the Seller Group (“Post-Completion Claim”) or where the assistance of the Seller Group is otherwise required in initiating or pursuing the claim,

then the Seller must or must procure that the relevant Seller Group Member:

(iii) use its best endeavours to recover under the relevant Insurance Policies which respond to the Post-Completion Claim;

(iv) keep the Buyer informed of the conduct of the Post-Completion Claim; and

(v) not waive any of its rights under the Insurance Policies in relation to Post-Completion Claims or do anything to prejudice the Post-Completion Claim without the prior direction or consent of the Buyer.

(b) If a Seller Group Member recovers an amount equal to or more than the entitlement of the Company under a Post-Completion Claim, the Seller must or must procure that the relevant Seller Group Member pays the Buyer an amount equal to the entitlement of the Company under the Post-Completion Claim.

(c) If a Seller Group Member recovers an amount less than the entitlement of the Company under a Post-Completion Claim, the Seller must or must procure that the relevant Seller Group Member pays the Company a proportion of the amount recovered which is equal to the amount which the Company’s entitlement bears to the total recovered amount.

21 Confidential Information and privacy

21.1 Confidential Information

Subject to clauses 21.6, 21.8 and 21.10, no Confidential Information may be disclosed by the Receiving Party to any person except:

(a) to Representatives of the Receiving Party or its Related Bodies Corporate requiring the information for the purposes of this agreement;

(b) with the consent of the Disclosing Party;

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(c) if the Receiving Party is required to do so by law, a stock exchange or any regulatory authority; or

(d) if the Receiving Party is required to do so in connection with legal proceedings relating to this agreement.

21.2 Disclosure of Confidential Information

If the Receiving Party discloses information under clause 21.1(a) or (b) the Receiving Party must use its reasonable endeavours to ensure that recipients of the Confidential Information do not disclose the Confidential Information except in the circumstances permitted in clause 21.1.

21.3 Use of confidential information

Without limiting clause 21.7, except for the Confidential Information of the Company, the Buyer Group must not use any Confidential Information of any Seller Group Member except for the purposes of performing its obligations under this agreement.

21.4 Excluded Information

Clauses 21.1, 21.2 and 21.3 do not apply to Excluded Information.

21.5 Delivery of materials

Following termination of this agreement, the Receiving Party must, on the request of the Disclosing Party, immediately deliver to the Disclosing Party or otherwise destroy all documents or other materials containing or referring to Confidential Information of the Disclosing Party which are:

(a) in the Receiving Party’s possession, power or control; or

(b) in the possession, power or control of persons who have received Confidential Information under clause 21.1(a) or (b).

21.6 Disclosure to other potential buyers

The Buyer acknowledges that the Seller has disclosed to other potential buyers of the Shares information which may be of a confidential nature and that clause 21.1 does not apply to any such disclosure.

21.7 Disclosure prior to the date of this agreement

The Buyer acknowledges that the Seller has disclosed information prior to the date of this agreement which may be of a confidential nature and that clause 21.1 does not apply to any such disclosure prior to the date of this agreement.

21.8 Enforcement by the Company

Nothing in this clause 21 will prevent the Company from enforcing any confidentiality agreement entered into by potential buyers of the Shares (“Other Buyers”) before the date of this agreement (“Confidentiality Agreements”), to the extent that the confidentiality agreement was for the benefit of and is enforceable by the Company.

21.9 Enforcement by the Seller or Seller Group Members

(a) Immediately after Completion, the Seller must or must procure that members of the Seller Group exercise their rights under the

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Confidentiality Agreements to require that all Other Buyers return or destroy all information relating to the Company, the Shares or the Business provided to them.

(b) If and when requested by the Buyer at any time after Completion, and at the Buyer’s cost, the Seller must or must procure that members of the Seller Group take such steps as the Buyer reasonably requires to enforce any other rights of the Seller or members of the Seller Group under the Confidentiality Agreements.

21.10 Post Completion

(a) All information in relation to the Business and the Company (but for the avoidance of doubt, excluding information regarding any Seller Group Member and their respective operations) shall cease to be Confidential Information of the Seller on and from Completion, and the Buyer shall not be under any further restraint on its use or disclosure of such information.

(b) On and from Completion, the Seller must not disclose any information relating to the Business, the Shares or the Company to any person (other than a Seller Group Member) except:

(i) with the consent of the Buyer or as permitted under this agreement;

(ii) if the Seller is required to do so by law, a stock exchange or any regulatory authority; or

(iii) if the Seller is required to do so in connection with legal proceedings relating to this agreement.

22 Announcements

22.1 Public announcements

Subject to clause 22.2, no party may, before or after Completion, make or send a public announcement, communication or circular concerning the transactions referred to in this agreement unless it has first obtained the written consent of the other parties which consent is not to be unreasonably withheld or delayed.

22.2 Public announcements required by law

Clauses 21.1 and 22.1 do not apply to a public announcement, communication or circular required by law or a regulation of a stock exchange, if the party required to make or send it has:

(a) provided the other party with sufficient notice to enable it to seek a protective order or other remedy; and

(b) provided all assistance and co-operation that the other party considers necessary to prevent or minimise that disclosure.

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23 Goods and services tax (GST)

23.1 Consideration does not include GST

The consideration specified in this agreement does not include any amount for GST.

23.2 Recovery of GST

If a supply under this agreement is subject to GST, the recipient must pay to the supplier an additional amount equal to the Amount of the Consideration multiplied by the applicable GST rate.

23.3 Time of payment

The additional amount is payable at the same time as the consideration for the supply is payable or is to be provided. However, the additional amount need not be paid until the supplier gives the recipient a Tax Invoice.

23.4 Adjustment of additional amount

If the additional amount differs from the amount of GST payable by the supplier, the parties must adjust the additional amount.

23.5 Reimbursement

If a party is entitled to be reimbursed or indemnified under this agreement, the amount to be reimbursed or indemnified does not include any amount for GST for which the party is entitled to an Input Tax Credit.

24 Costs and stamp duty

24.1 Legal costs

The Seller and the Buyer agree to pay their own Costs in connection with the preparation, negotiation, execution and completion of this agreement, except for amounts covered by clause 24.2.

24.2 Stamp duty and registration fees

(a) The Buyer:

(i) agrees to pay or reimburse all stamp duty, registration fees and similar taxes payable or assessed as being payable in connection with this agreement or any other transaction contemplated by this agreement (including any fees, fines, penalties and interest in connection with any of those amounts); and

(ii) indemnifies the Seller against, and agrees to reimburse and compensate it for, any liability in respect of stamp duty under clause 24.2(a)(i).

(b) The Buyer agrees to pay amounts due to the Seller under this clause within 3 Business Days of demand from the Seller.

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25 Notices and other communications

25.1 Form

(a) Unless this agreement expressly states otherwise, all notices, demands, certificates, consents, approvals, waivers and other communications in connection with this agreement must be in writing and signed by the sender (if an individual) or an Authorised Officer of the sender.

(b) All communications must also be marked for the attention of the person referred to in the Details (or, if the recipient has notified otherwise, then marked for attention in the way last notified).

25.2 Delivery

Communications must be:

(a) left at the address referred to in the Details;

(b) sent by regular ordinary post (airmail if appropriate) to the address referred to in the Details;

(c) sent by fax to the fax number referred to in the Details; or

(d) sent by email to the email address referred to in the Details.

25.3 When effective

Communications take effect from the time they are received or taken to be received under clause 25.4 (whichever happens first) unless a later time is specified in the communication.

25.4 When taken to be received

Communications are taken to be received:

(a) if delivered in person, when delivered;

(b) if sent by post, 6 Business Days after posting (or 10 days after posting if sent from 1 country to another);

(c) if sent by fax, at the time shown in the transmission report as the time that the whole fax was sent without error; or

(d) if sent by email, the earlier of:

(i) the time that the sender receives an automated message from the intended recipient’s information system confirming delivery of the email;

(ii) the time that the email is first opened or read by the intended recipient, or an employee or officer of the intended recipient; and

(iii) two hours after the time the email is sent (as recorded on the device from which the sender sent the email) unless the sender receives, within that two hour period, an automated message that the email has not been delivered.

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25.5 Receipt outside business hours

Despite anything else in this clause 25, if communications are received or taken to be received under clause 25.4 after 5.00pm on a Business Day or on a non-Business Day, they are taken to be received at 9.00am on the next Business Day. For the purposes of this clause, the place in the definition of Business Day is taken to be the place specified in the Details as the address of the recipient and the time of receipt is the time in that place.

26 General

26.1 Variation and waiver

A provision of this agreement, or right, power or remedy created under it, may not be varied or waived except in writing signed by all parties to this agreement.

26.2 Consents, approvals or waivers

By giving any approval, consent or waiver a party does not give any representation or warranty as to any circumstance in connection with the subject matter of the consent, approval or waiver.

26.3 Discretion in exercising rights

Unless this agreement expressly states otherwise, a party may exercise a right, power or remedy or give or refuse its consent, approval or a waiver in connection with this agreement in its absolute discretion (including by imposing conditions).

26.4 Partial exercising of rights

Unless this agreement expressly states otherwise, if a party does not exercise a right, power or remedy in connection with this agreement fully or at a given time, they may still exercise it later.

26.5 Conflict of interest

Each party may exercise their rights, powers and remedies in connection with this agreement even if this involves a conflict of duty or they have a personal interest in their exercise.

26.6 Remedies cumulative

The rights, powers and remedies in connection with this agreement are in addition to other rights, powers and remedies given by law independently of this agreement.

26.7 Indemnities and reimbursement obligations

Any indemnity, reimbursement or similar obligation in this agreement:

(a) is a continuing obligation despite the satisfaction of any payment or other obligation in connection with this agreement, any settlement or any other thing including Completion;

(b) is independent of any other obligations under this agreement; and

(c) continues after this agreement, or any obligation arising under it, ends.

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It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity in connection with this agreement.

26.8 Inconsistent law

To the extent the law permits, this agreement prevails to the extent it is inconsistent with any law.

26.9 Supervening law

Any present or future law which operates to vary the obligations of a party in connection with this agreement with the result that another party’s rights, powers or remedies are adversely affected (including, by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

26.10 Counterparts

This agreement may consist of a number of copies, each signed by one or more parties to it. If so, the signed copies are treated as making up a single document and the date on which the last counterpart is executed is the date of the document.

26.11 Representations and undertakings continue

Each representation, warranty and undertaking in this agreement is a continuing obligation despite Completion.

26.12 Entire agreement

This agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

26.13 Further steps

The parties agree to do anything (such as obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed), which another party asks and considers necessary to:

(a) bind the party and any other person intended to be bound under this agreement; or

(b) show whether the party is complying with this agreement.

26.14 Severability

If the whole or any part of a provision of this agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this agreement or is contrary to public policy.

26.15 Rules of construction

No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of or seeks to rely on this agreement or any part of it.

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26.16 Knowledge and belief

Where a Warranty is given to a Seller’s awareness or knowledge, including to the best of its knowledge or awareness or so far as the Seller is aware, the Seller will be deemed to know or be aware of a particular fact, matter or circumstance only if one or more of:

(a) Anthony Pitt;

(b) Brett Harris;

(c) Frank Coldwell;

(d) Chris Hatherly;

(e) Mike Carrucan;

(f) Ben Farrar; and

(g) Roger Nasser,

are actually aware of that fact, matter or circumstance on the date the Warranty is given or would have been aware had they made reasonable enquiries on the date the Warranty is given. The individuals referred to in this clause 26.16 are not in any way personally responsible for the accuracy of the Warranties and will not be personally liable for any Claim.

26.17 Assignment

(a) Subject to clause 26.17(b), no party may assign or otherwise deal with its rights under this agreement or allow any interest in them to arise or be varied, in each case without the consent of the other parties, which consent must not be unreasonably withheld or delayed.

(b) The Buyer may create an Encumbrance over all or any part of its rights under this agreement in favour of a recognised financial institution to secure financial accommodation.

27 Governing law

27.1 Governing law and jurisdiction

The law in force in the place specified in the Details governs this agreement. The parties submit to the non-exclusive jurisdiction of the courts of that place.

27.2 Serving documents

Without preventing any other method of service, any document in an action in connection with this agreement may be served on a party by being delivered or left at that party’s address for services of notices under clause 25.2.

27.3 Process agent

The Buyer Guarantor irrevocably appoints the Buyer as its agent to accept service of process in Australia in any legal action or proceeding arising out of this agreement and delivery of any process to the Buyer’s address for services of notices under clause 25.2 constitutes service.

EXECUTED as an agreement

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Share Sale Agreement

Schedule 1 Shares

The Shares in the Company are held by the Seller as follows:

Shareholder	Class of Shares	No. of Shares		Fully paid?
Glencore Coal Pty Limited	Ordinary		100	Yes

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Share sale Agreement

Schedule 2 Warranties

1 Incorporation and power

1.1 Status

The Company has been duly incorporated or formed in accordance with the laws of its place of incorporation or formation, is validly existing under those laws and has power and authority to own its assets and carry on its business as it is now being conducted.

1.2 Compliance with constituent documents

The Business and affairs of the Company have at all times been and continue to be conducted in accordance with the Constitution.

1.3 Seller

(a) The Seller has been duly incorporated or formed in accordance with the laws of its place of incorporation or formation and is validly existing under those laws.

(b) The Seller has full corporate power and authority to own the Shares.

(c) The Seller has the power to enter into and perform this agreement and has obtained all necessary consents and authorisations to enable it to do so.

(d) This agreement constitutes valid and binding obligations upon the Seller enforceable in accordance with its terms by appropriate legal remedy.

(e) The entry into and performance of this agreement by the Seller do not conflict with or result in a breach of or default under any applicable law, any material term or provision of its constitution or any material term or provision of any agreement or deed or writ, order or injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it is bound.

(f) No voluntary arrangement has been proposed or reached with any creditors of the Seller.

(g) The Seller is able to pay its debts as and when they fall due.

2 Shares

2.1 Proportion of capital

The Shares comprise all of the issued capital of the Company and are fully paid.

2.2 Title

The Seller is the sole registered, legal and beneficial owner of the Shares.

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2.3 No Encumbrances

There are no Encumbrances over the Shares and there is no agreement to give or create any Encumbrances over the Shares.

2.4 No restriction

There is no restriction on the transfer of the Shares to the Buyer.

2.5 Consents

The Seller has obtained all consents necessary to enable it to transfer the Shares to the Buyer.

2.6 No breach

The transfer of the Shares does not breach any obligation or agreement binding on the Seller or the Company.

2.7 Other agreements

There are no agreements, arrangements or understandings in place in respect of the Shares under which the Company is obliged at any time to issue any shares or other securities in the Company or which relates to the voting of the Shares.

3 Documents and Records

3.1 Records complete, accurate and up to date

The Records of the Company:

(a) have been maintained in all material respects in accordance with proper accounting and business practices and all applicable Laws; and

(b) are in the possession or under the custody or control of the Company.

3.2 Filings required by law

Each document or filing which is required by law to be delivered or made to any Government Agency by the Company has been duly delivered or made.

4 Corporate information

4.1 Share details

Schedule 1 contains complete, accurate and up-to-date details of the Shares.

4.2 Issued shares

All of the issued shares in the capital of the Company are validly allotted and issued and were not allotted or issued or transferred in breach of any:

(a) pre-emptive or similar rights of any person; or

(b) contract which is binding on the Company.

4.3 All shares fully paid

All shares in the capital of the Company are fully paid.

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5 Financial position

5.1 Accounts

(a) The Last Accounts:

(i) give a true and fair view of the financial position and the assets and liabilities of the Company as at the Last Balance Date; and

(ii) have been prepared in compliance with the Corporations Act, the Accounting Standards applied on a consistent basis, other than with respect to applicable functional currency, and all other applicable laws and regulations.

(b) For the period between the Last Balance Date and the date of this agreement, the Company has carried on its business in the ordinary and usual course.

6 Employees

The Company does not have any employees.

7 Solvency

The Company is not Insolvent.

8 Rolling Stock

8.1 Title

The Company has legal and beneficial title to the Rolling Stock.

8.2 No Encumbrance

There are no Encumbrances over the Rolling Stock other than the Rolling Stock Lease.

8.3 Notice

No notice has been served on the Company or a Seller Group Member by any Government Agency which may materially impair, prevent or otherwise interfere with the Company’s use of or rights in the Rolling Stock.

9 Material Contracts

9.1 Material Contracts

All Material Contracts have been fully disclosed in the Disclosure Material and to the best of the Seller’s knowledge and belief:

(a) the Material Contracts are on foot on the terms disclosed to the Buyer;

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(b) neither the Company nor any Seller Group Member that is party to a Material Contract has done, permitted to be done or omitted to do anything that would likely cause any of the Material Contracts to be terminated or give another party to a Material Contract the right to bring a Claim against the Company;

(c) as at the date of this agreement each Material Contract is valid, binding and enforceable against each counterparty to that Material Contract, in accordance with its terms;

(d) there has been no failure by the Company to comply with a material obligation under a Material Contract that would have a material adverse effect on the Company; and

(e) as at the date of this agreement no party to any Material Contract is in material breach of or material default under a Material Contract, or would be in material breach or material default but for a requirement of notice or lapse of time or both.

9.2 No other Material Contracts

So far as the Seller is aware as at the date of this agreement, except for the Material Contracts and Intercompany Debt (other than the Intercompany WC Debt) arrangements that will be forgiven or otherwise settled in full on or before Completion, there are no other contracts that are material to the Business.

10 Litigation

10.1 Current Litigation and investigations

As at the date of this agreement, the Company is not:

(a) a party to or the subject of any action, litigation, prosecution or other proceeding; or

(b) the subject of any ruling, judgement, order or decree by any Government Agency or any other person,

which may have a material adverse effect upon the Company and the Business or any of the Rolling Stock.

10.2 Pending, threatened or anticipated actions

(a) So far as the Seller is aware, there is no action, litigation, prosecution or other proceeding, judgement, order or decree pending, threatened or anticipated, against the Company which, if decided against the Company, may have a material adverse effect on it.

(b) So far as the Seller is aware, there is no fact, matter or circumstance that the Seller considers, acting reasonably, would give rise to any action, litigation, prosecution or other proceeding against the Company.

10.3 Judgments or awards

To the best of the Seller’s knowledge, there is no:

(a) unsatisfied judgment or award outstanding against the Company or its assets; or

(b) execution or process of any party issued against or levied or enforceable upon or against the Company or its assets, whether or not the effect of such execution or process has been stayed.

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11 Information

(a) Subject to paragraph 11(b), as at the date of this agreement, the Disclosure Material (except Third Party Reports) was prepared in good faith and with reasonable care by the Seller and its Representatives and in doing so the Seller and its Representatives have not:

(i) omitted anything from the Disclosure Material that would be relevant to the Business or the acquisition of the Shares or a decision to enter into the Rail Haulage Agreement; or

(ii) included anything that is misleading in the Disclosure Material.

(b) As at the date of agreement, the Seller has reviewed the Third Party Reports and, so far as the Seller is aware, the Third Party Reports were prepared in good faith and do not contain any material factual errors.

12 Subsidiaries

The Company has no Subsidiaries and does not Control any entity.

13 Third Party Debt and obligations

(a) The Company has no Third Party Debt.

(b) Other than the Deed of Cross Guarantee, the Company has not given or entered into any guarantee, indemnity, undertaking or commitment of or in respect of the obligations or Liabilities of any third party.

14 Compliance with Laws

To the best of the Seller’s knowledge and belief, the Company has complied in all material respects with all applicable Laws and there has been no material contravention, or allegation of any material contravention, of any applicable Law.

15 Insurance

The Insurance Policies cover the Company and are current and in force and to the best of the Seller’s knowledge and belief, no fact or circumstance exists that would render any such insurance void, voidable or unenforceable in any material respect.

16 Approvals and environment

(a) The Company has all Approvals issued by Government Agencies.

(b) The Company has at all relevant times held all Fuel Facilities Approvals.

(c) No Approvals have lapsed, been cancelled, forfeited, surrendered or suspended or have otherwise ceased to have effect.

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(d) So far as the Seller is aware there is no fact, matter or circumstance that the Seller considers, acting reasonably, would result in the cancellation, forfeiture, surrender or suspension of the Approvals or the imposition of any material new or varied conditions under the Approvals.

(e) To the best of the Seller’s knowledge, the Company or any Seller Group Member has not received written notice of any civil, criminal or administrative claims, demands, actions, suits or orders from a Government Agency:

(i) under Environmental Law applicable to the Business or the Fuel Facilities; or

(ii) in relation to the Approvals and the Fuel Facilities Approvals.

(f) To the best of the Seller’s knowledge and belief:

(i) there are no unremedied material breaches of:

(A) Environmental Law applicable to the Business or the Fuel Facilities; or

(B) the Approvals or the Fuel Facilities Approvals; and

(ii) there is no threatened civil, criminal or administrative claim, demand, action, suit or order from a Government Agency:

(A) under Environmental Law applicable to the Business or the Fuel Facilities; or

(B) in respect of the Approvals or the Fuel Facilities Approvals,

in each case, that would be prejudicial to the Business or the Company.

17 Anti-corruption and sanctions

To the Seller’s best knowledge, neither the Company, nor any director, officer, employee or agent of the Company, nor any person acting on the Company’s behalf, has, in connection with, or otherwise relating to, the operation of the Business, engaged in activity or conduct that has resulted in or will result in a violation of:

(a) any applicable Law which prohibits or has as its objective the prohibition of the giving, offering, solicitation and/or receipt of bribes and/or other improper benefits, including:

(i) Division 70 of the Schedule to the Criminal Code Act 1995 (Cth);

(ii) the Bribery Act 2010 (UK); and

(iii) the Foreign Corrupt Practices Act of 1997 of the United States of America; or

(b) any applicable domestic Laws that implement United Nations or state-imposed sanctions or export controls.

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18 Taxation

(a) The Seller Tax Sharing Agreement has covered all group liabilities of the Seller Consolidated Group within the meaning of Division 721 of the 1997 Act.

(b) In respect of any period that the Company was a member of any Consolidated Group, all group liabilities of that Consolidated Group were covered by a valid tax sharing agreement within the meaning of Division 721 of the 1997 Act, in accordance with section 721-25 of the 1997 Act.

(c) Before Completion, the Company has paid or will pay to the head company of the Seller Consolidated Group a contribution amount within the meaning of section 721-35 of the 1997 Act, or a reasonable estimate thereof, such that at Completion the Company will leave the Seller Consolidated Group clear of all group liabilities within the meaning of that section.

19 Tenements and resources

(a) The Exclusivity Tenements that comprise the Exclusivity Area are all of the exploration and mining tenements and authorities held in respect of and comprising the Mines as at the date of this agreement.

(b) The resources and reserves and the NTK and Tonnage profiles set out in the management presentation prepared by or on behalf of the Seller, being document 01 in the ‘Coal Assets Presentation’ folder in the Data Room Index, all relate to NTK or Tonnages produced or expected to be able to be produced from the Exclusivity Tenements and the Exclusivity Area.

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Schedule 3 Pro Forma Completion Statement

	Excluded Balances	Working Capital
$000
Cash Balances, cash and cash equivalents		X
Inventories		X
Trade receivables		X
Prepaid expenses		X
Other current receivables		X
Property, Plant & Equipment	X
Deferred tax assets	X
Non-Current loan receivable		X
Accounts payable		(X)
Accruals and provisions		(X)
Income tax payable		(X)
Other current financial liabilities		(X)
Other current payables		(X)
Non-Current loan payable		(X)
Deferred tax liabilities	(X)
TOTAL	excluded balances	Effective Time Net Working Capital

Accounting principles

(a) Amounts included in the “Accounts payable” line item are to include liability for indirect taxes (including GST).

(b) To the extent any items of a working capital nature are not captured in the above line items, they will be incorporated in the Effective Time Net Working Capital calculation.

(c) Any debt or financial liability items not specifically captured in the above line items (including any amounts referred to in clause 5.3(j) which are not paid or settled in full before Completion in accordance with that clause and any Intercompany WC Debt) will also be captured in the Effective Time Net Working Capital calculation.

Schedule 4 Rolling Stock

See hard copy attached

Schedule 5 Last Accounts

	Actual 2016 from 1 January 2016 to 30 September 2016 (AUD)
Statement of financial position		As at 30/09/2016
Assets
Current assets
Cash and cash equivalents		8,622,600
Inventories		257,012
Accounts receivable		3,870,297
Prepaid expenses and other assets		—
Total current assets		12,749,909
Non-current assets
Property, plant and equipment		222,331,852
Deferred tax assets		152,809
Non-Current loan receivable		—
Total non-current assets		222,484,661
Total assets		235,234,570
Liabilities
Current liabilities
Accounts payable		4,766,301
Income tax payable		40,979,454
Other financial liabilities		1,423,428
Total current liabilities		47,169,183
Non-current liabilities
Borrowings		39,157,721
Deferred tax liabilities		38,590,583
Total non-current liabilities		77,748,304
Total liabilities		124,917,487
Net assets		110,317,083
Equity
Capital and reserves
Issued capital		100
Accumulated profits/losses		110,316,983
Dividends paid (cumulative)		—
Total equity		110,317,083

Directors’ release

Schedule 6 Deed of release

Directors’ release

Dated

Glencore Rail (NSW) Pty Limited (ACN 079 546 777) (“Company”)

[insert name of director] (“Officer”)

King & Wood Mallesons

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.kwm.com

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Parties
Company	Name	Glencore Rail (NSW) Pty Limited
	ACN	079 546 777
	Address	Level 44, Gateway, 1 Macquarie Place, Sydney, NSW 2000
	Attention	Company Secretary
Officer	Name	[full name]
	Address	[address]
Recitals	A      The Officer is a director of the Company. B      The Officer will resign as a director of the Company on completion of the sale of the Company from Glencore Coal Pty Limited (ACN 082 271 930) to GWI Acquisitions Pty Ltd (ACN 615 317 130) (“Completion”). C      The Company agrees to release the Officer to the maximum extent permitted by law on the terms set out in this document.

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1 Interpretation

Unless the contrary intention appears Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise and which either party has or may have against the other in connection with the cessation of the Officer’s directorship of the Company.

2 Release of Officer

To the maximum extent permitted by law, the Company agrees:

(a) to unconditionally release the Officer from all rights and Claims of the Company relating to his engagement by the Company; and

(b) not to issue any proceedings in respect of all rights and Claims relating to the Officer’s engagement by the Company,

except for matters arising from the wilful misconduct or dishonesty of the Officer.

The Officer may plead this document in bar to any Claim or proceedings by the Company or any person claiming on their behalf in respect of Claims or any matter related thereto other than a Claim in relation to a breach of this document by the Officer.

3 Indemnity

To the maximum extent permitted by law the Company will indemnify the Officer against all Claims which

(a) the Company; or

(b) any shareholder of the Company which is a shareholder of the Company upon and from Completion,

has or may have at any time against the Officer in respect of his engagement by the Company and any conduct (other than wilful misconduct or dishonesty) of the Officer involving or relating in any way whatsoever to other shareholders of the Company as at Completion.

4 Costs

The parties agree to pay their own costs and expenses in connection with the preparation, negotiation, execution and completion of this document.

5 General

5.1 Variation and waiver

A provision of this document or right, power or remedy created under it, may not be varied or waived except in writing signed by both parties to this document.

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5.2 Partial exercising of rights

Unless this document expressly states otherwise, if a party does not exercise a right, power or remedy in connection with this document fully or at a given time, they may still exercise it later.

5.3 Remedies cumulative

The rights, powers and remedies in connection with this document are in addition to other rights, powers and remedies given by law independently of this document.

5.4 Supervening law

Any present or future legislation which operates to vary the obligations of a party in connection with this document with the result that another party’s rights, powers or remedies are adversely affected (including, by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

5.5 Counterparts

This document may consist of a number of copies, each signed by 1 or more parties to it. If so, the signed copies are treated as making up a single document.

5.6 Entire agreement

This document constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

5.7 Severability

If the whole or any part of a provision of this document is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this document has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause 5.7 has no effect if the severance alters the basic nature of this document or is contrary to public policy.

5.8 Indemnities and reimbursement obligations

Any indemnity, reimbursement or similar obligation in this document:

(a) is a continuing obligation despite the satisfaction of any payment or other obligation in connection with this document, any settlement or any other thing;

(b) is independent of any other obligations under this document; and

(c) continues after this document, or any obligation arising under it, ends.

It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity in connection with this document.

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6 Governing law

6.1 Governing law and jurisdiction

The law in force in New South Wales governs this document. The parties submit to the non-exclusive jurisdiction of the courts of that place.

6.2 Serving documents

Without preventing any other method of service, any document in an action in connection with this document may be served on a party by being delivered or left at that party’s address for service of notices in the recitals to this document.

EXECUTED as a deed.
DATED:
EXECUTED by GLENCORE RAIL NSW PTY LIMITED. in accordance with section 127(1) of the Corporations Act 2001 (Cth) by authority of its directors:	)
	)
	)
	)
	)
	)	Signature of director/company secretary*
	)
	)	*delete whichever is not applicable
Signature of director	)
	)
	)	Name of director/company secretary* (block letters)
Name of director (block letters)	)
		*delete whichever is not applicable
SIGNED, SEALED AND DELIVERED by [OFFICER NAME] in the presence of:	)
	)
	)
	)
	)
	)
Signature of witness	)
	)
	)
Name of witness (block letters)	)	Signature of #OFFICER NAME#
	)

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Signing page

EXECUTED as an agreement.

DATED: 20 October 2016

SELLER

SIGNED by NICHOLAS PAPPAS as	)
attorney for GLENCORE COAL PTY	)
LIMITED ACN 082 271 930 under	)
power of attorney dated 19 October	)
2016 in the presence of:	)
	)
	)
/s/ James Slimnicanovski	)	/s/ Nicholas Pappas
Signature of witness	)
	)	By executing this document the
James Slimnicanovski	)	attorney states that the attorney has
Name of witness (block letters)	)	received no notice of revocation of the
	)	power of attorney
SELLER GUARANTOR
SIGNED by NICHOLAS PAPPAS	)
as attorney for GLENCORE	)
OPERATIONS AUSTRALIA PTY	)
LIMITED ACN 128 115 140 under	)
power of attorney dated 19 October	)
2016 in the presence of:	)
	)
	)	/s/ Nicholas Pappas
/s/ James Slimnicanovski	)
Signature of witness	)	By executing this document the
	)	attorney states that the attorney has
James Slimnicanovski	)	received no notice of revocation of the
Name of witness (block letters)	)	power of attorney

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BUYER

EXECUTED by GWI ACQUISITIONS	)
PTY LTD in accordance with section	)
127(1) of the Corporations Act 2001	)
(Cth) by authority of its directors:	)
	)
/s/ Greg Pauline	)	/s/ Michael Morris
	)
Signature of director	)	Signature of director/company
	)	secretary*
Greg Pauline	)	*delete whichever is not applicable
	)
Name of director (block letters)	)	Michael Morris
		Name of director (block letters)
BUYER GUARANTOR
EXECUTED by GENESEE &	)
WYOMING INC. by its duly authorised	)
representative in the presence of:	)
	)
/s/ Alfred Q. Ricotta	)	/s/ Matthew O. Walsh
	)
Signature of witness	)	Signature of authorised representative
	)
Alfred Q. Ricotta	)	Matthew O. Walsh, Executive Vice
	)	President, Global Corporate
Name of witness	)	Development Name and position
	)

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Share sale Agreement

List of Annexures

Annexure A – Data Room Index

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Annexure A Data Room Index

EX-10.2

Exhibit 10.2

MANDATE, COMMITMENT AND FEE LETTER – PROJECT MONTY

To:	GWI Holdings No. 2 Pty Ltd (ABN 53 132 989 998) (“GWIH2”)
	Level 3, 33 Richmond Road
	Keswick SA 5035
	Attention: Greg Pauline and Michael Morris
	Fax: +61 8 8343 5454
	Email: greg.pauline@gwrr.com; mmorris@gwrr.com

14 October 2016

Dear Sirs,

Up to A$740 million Project Monty - Syndicated Facility Agreement

We, Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (“ANZ”), Bank of America, N.A. Australian Branch (ABN 51 064 874 531) (“BAML”), BNP Paribas (ABN 23 000 000 117) (“BNP”), Citibank, N.A. Sydney Branch (ABN 34 072 814 058) (“Citi”), Commonwealth Bank of Australia (ABN 48 123 123 124) (“CBA”), JPMorgan Chase Bank, N.A. (ABN 43 074 112 011) (“JPM”), National Australia Bank Limited (ABN 12 004 044 937) (“NAB”), Sumitomo Mitsui Banking Corporation (ARBN 114 053 459) (“SMBC”) and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (ABN 75 103 418 882) (“BTMU”) (each an “MLA” and together the “MLAs”) are pleased to set out in this letter the terms and conditions on which we are willing to arrange and provide the Facilities and associated interest rate hedging for the purposes of the bid by Genesee & Wyoming Inc. (“GWI”) and Macquarie Infrastructure and Real Assets (“MIRA”) (participating through Macquarie Asia Infrastructure Management Limited in its capacity as general partner of Macquarie Asia Infrastructure Fund L.P. (MAIF) and the Macquarie Australian Infrastructure Trust (MAIT) comprising Macquarie Australian Infrastructure Management 1 Limited ABN 18 077 595 012 as trustee for Macquarie Australian Infrastructure Trust 1 and Macquarie Australian Infrastructure Management 2 Limited ABN 87 131 476 910 as trustee for Macquarie Australian Infrastructure Trust 2) for the acquisition by the Borrower of the shares in Glencore Rail (NSW) Pty Ltd (ABN 11 079 546 777) (“G Rail”) pursuant to the Share Sale Agreement (the “Transaction”) and for the other purposes set out in the Debt Term Sheet.

Project Monty – Mandate,

Commitment and Fee Letter

In this letter:

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

Approved Transaction Documents means:

(a) the Debt Term Sheet;

(b) the G Rail Haulage Agreement; and

(c) the Glencore Tripartite Deed.

Bid Date means 14 October 2016.

Borrower means GWI Acquisitions Pty Ltd (ACN 615 317 130). The Borrower is wholly and directly owned by GWIH2.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Sydney and Melbourne.

Certain Funds Period means the period from (and including) the Bid Date until (and including) the End Date.

Commitment has the meaning given to it in paragraph 1.1 (“Commitment”).

Completion means completion of the Transaction in accordance with the Share Sale Agreement.

Corporations Act means the Corporations Act 2001 (Cth).

Debt Term Sheet means the debt term sheet attached as Annexure D (“Debt Term Sheet”) to this letter.

Due Diligence Report means each due diligence report (and, where applicable, reliance letter) referred to in paragraph (b) of Part A of schedule 2 (“Conditions Precedent and Conditions Subsequent”) of the Debt Term Sheet.

End Date means, unless agreed otherwise by the MLAs and GWIH2, the date which is 90 days after the Bid Date.

Facilities means the debt facilities to be provided by the MLAs under the Finance Documents in amounts up to their respective Commitments.

Facilities Commitment has the meaning given to it in paragraph 1.1 (“Commitment”).

Glencore Tripartite Deed means the deed entitled “Financier Consent Deed” between Glencore Coal Pty Ltd (ABN 18 082 271 930), G Rail and the Security Trustee, as submitted with the bid for the Transaction.

G Rail means Glencore Rail (NSW) Pty Ltd (ABN 11 079 546 777).

G Rail Haulage Agreement means the document entitled “Rail Haulage Agreement” between Glencore Coal Pty Ltd (ABN 18 082 271 930), Glencore plc (as Glencore Guarantor) and G Rail, as submitted with the bid for the Transaction.

Project Monty – Mandate,

Commitment and Fee Letter

Hedging MLA means each MLA listed in Annexure C (“Hedging Commitment”).

Hedging Percentage means, for a Hedging MLA, the percentage set out opposite its name in Annexure C (“Hedging Commitment”).

Hedging Profile means the hedge profile set out in the table in Schedule 2 to the Hedging Protocol.

Hedging Protocol means the Hedging Protocol attached as Annexure E (“Hedging Protocol”) to this letter.

Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

Indemnified Person means each MLA, its Affiliates and each MLA’s (or its Affiliates’) directors, officers, employees and agents.

Indirect Tax means any goods and services tax, consumption tax, value added tax or any tax of a similar nature.

Information has the meaning given in paragraph 11.1 (“Information”).

Mandate Documents means this letter and the Debt Term Sheet.

Novation Date has the meaning given in paragraph 19 (“Transfer to the Borrower”).

Related Entity has the meaning given in the Corporations Act.

Security Trustee means the security trustee appointed under the Finance Documents.

Share Sale Agreement means the document so-entitled between the Borrower and Glencore Coal Pty Ltd (ABN 18 082 271 930) (as vendor), as submitted with the bid for the Transaction.

Subsidiary has the meaning given in the Corporations Act, but an entity will also be taken to be a Subsidiary of another entity if it is controlled by that other entity (as defined in s50AA of the Corporations Act) and, without limitation:

(a) a trust may be a Subsidiary, for the purposes of which a unit or other beneficial interest will be regarded as a share; and

(b) an entity may be a Subsidiary of a trust if it would have been a Subsidiary if that trust were a corporation.

Syndicated Facility Agreement means the syndicated facility agreement to be entered into between, inter alia, the Borrower and each Initial Lender to be named therein as referred to in the Debt Term Sheet.

Total Commitments means, in respect of each MLA, the aggregate of that MLA’s Commitments across all Facilities.

Vendor means Glencore Coal Pty Ltd (ABN 18 082 271 930).

Unless a contrary indication appears, a term defined in the Debt Term Sheet has the same meaning when used in this letter.

Project Monty – Mandate,

Commitment and Fee Letter

1 Commitment

1.1 Each MLA agrees that it will provide the Facilities to the Borrower on the terms of, and subject only to, the conditions set out in the Mandate Documents. In respect of each tranche of the Facilities, each MLA agrees to provide (on a credit approved basis) a commitment in an amount up to the amount set out in the table in Annexure B (each a “Commitment” and collectively “Facilities Commitment”).

1.2 Each Hedging MLA commits to participate (either itself or through an Affiliate) in the interest rate hedging (the “Hedging”) to be entered into by the Borrower in accordance with the Finance Documents and the Debt Term Sheet up to its Hedging Percentage of the Hedging Profile (the “Hedging Commitment”). However, each Hedging MLA acknowledges and agrees that Hedging will be entered into pursuant to the process and on the terms set out in the Hedging Protocol.

A reference in this letter to an MLA in relation to Hedging or a Hedging Commitment is a reference to a Hedging MLA.

2 Exclusive Appointment

2.1 GWIH2 appoints the MLAs exclusively as mandated lead arrangers and initial lenders in relation to the Facilities.

2.2 Until this appointment terminates in accordance with paragraph 17 (“Termination”) and subject to paragraph 18 (“Replacement Bank”):

(a) no other person shall be appointed as a mandated lead arranger or initial lender in relation to the Facilities;

(b) no other titles shall be awarded (other than agent and security trustee); and

(c) except as provided in the Mandate Documents or any fee letter with the agent and security trustee, no other compensation shall be paid to any person,

in connection with the Facilities without the prior written consent of each MLA.

2.3 Each MLA may separately enforce its rights under the Mandate Documents. The obligations of the MLAs under the Mandate Documents are several. No MLA is responsible for the obligations of the other MLAs.

3 Certain Funds

3.1 The obligation of the MLAs to provide the Facilities Commitments and the Hedging Commitments is on a “certain funds” basis.

3.2 To provide certainty to GWIH2 that the Borrower will be able to meet its obligations under the Share Sale Agreement with the Vendor and to ensure that there are sufficient funds available to achieve Completion, provided that the Commitments and Hedging Commitments under this letter have not been terminated or cancelled in accordance with this letter, each MLA agrees that, during the Certain Funds Period, it (including in its capacity as an Initial Lender) will not (and will ensure that any Affiliates providing Hedging will not), in relation to the Facilities and the Hedging:

(a) refuse to make a loan under Tranche A1 or Tranche A2;

(b) cancel any Commitment under Tranche A1 or Tranche A2 or its Hedging Commitment;

Project Monty – Mandate,

Commitment and Fee Letter

(c) refuse to execute any Hedging required in accordance with the Finance Documents in a notional amount up to its Hedging Commitment;

(d) refuse to issue a letter of credit, bank guarantee or other instrument under Tranche B (in a form approved by the issuing MLA (acting reasonably)) at the request of the Borrower where it is required to be issued in order to replace any existing letter of credit, bank guarantee or other instrument issued on behalf of an Obligor to a relevant beneficiary prior to Financial Close;

(e) exercise any right of rescission or similar right or remedy or accelerate repayment of a loan;

(f) enforce any Security; or

(g) exercise any right of set off (other than any hedge netting),

unless the conditions in paragraph 4 (“Conditions to Certain Funds”) are not satisfied.

At the end of the Certain Funds Period, all rights, remedies and entitlements under this letter and the Finance Documents shall be available to the MLAs notwithstanding that they could not be exercised during the Certain Funds Period.

4 Conditions to Certain Funds

Each MLA confirms that its offer to provide its Facilities Commitment and Hedging Commitment and make available the Facilities and enter into Hedging is only subject to the following conditions:

(a) satisfaction of the conditions precedent to Financial Close set out in Part B (“Conditions Precedent to first Utilisation”) and Part C (“Conditions Precedent to all Utilisations”) of schedule 2 (“Conditions Precedent and Conditions Subsequent”) of the Debt Term Sheet (except that a drawdown notice delivered during the Certain Funds Period will, in respect of confirmations given by the Borrower that no Default or misrepresentation is subsisting at the time of delivery of the drawdown notice, only require confirmation in respect of the Major Representations and the Major Defaults and nothing else);

(b) no Major Default is subsisting;

(c) each Major Representation of an Obligor is true and correct in all material respects; and

(d) it is not unlawful for the MLAs to perform any of their obligations in respect of the Facilities or the Hedging under the Mandate Documents (for the avoidance of doubt, each MLA remains liable to perform all those obligations that are not unlawful).

Project Monty – Mandate,

Commitment and Fee Letter

5 Establishment Fee

5.1 In consideration for the MLAs agreeing to provide committed funding in relation to the Facilities in accordance with the Mandate Documents, GWIH2 will pay to each MLA an establishment fee (“Establishment Fee”) in Australian dollars calculated by multiplying (a) the Establishment Fee Percentage set out opposite that MLA in the table below by (b) that MLA’s Facilities Commitment.

MLA	Establishment Fee Percentage
ANZ		2.75	%
BAML		1.75	%
BNP		2.25	%
Citi		1.75	%
CBA		2.75	%
JPM		1.75	%
NAB		2.75	%
SMBC		2.75	%
BTMU		2.25	%

5.2 The Establishment Fee is only payable if Financial Close occurs. The Establishment Fee (if payable) will be paid out of the proceeds of the first utilisation of the Facilities in accordance with the Funds Flow Statement.

5.3 Other than as set out in this paragraph 5 and in paragraphs 6 (“Ticking Fee”) and 7 (“Alternative Transaction Fee”), the parties confirm that no other fees are payable to the MLAs (in that capacity) in connection with the Facilities.

6 Ticking Fee

6.1 GWIH2 will pay to each MLA a fee (“Ticking Fee”) calculated at the rate in the table below on each MLA’s Facilities Commitment under the relevant tranche and accruing daily from (but excluding) 1 December 2016 until (but excluding) the date of the Syndicated Facility Agreement.

Ticking Fee (Tranche A1)	Ticking Fee (Tranche A2)	Ticking Fee (Tranche B)
0.675% per annum	0.70% per annum	0.675% per annum

6.2 The Ticking Fee is only payable if Financial Close occurs. The accrued Ticking Fee (if payable) will be paid out of the proceeds of the first utilisation of the Facilities in accordance with the Funds Flow Statement.

7 Alternative Transaction Fee

7.1 If:

(a) GWIH2 accepts the Commitments by executing this letter (the “Committed Debt”);

(b) the bid is successful in relation to the Transaction and the Transaction reaches Completion prior to the date that is 12 months after the date of this letter (the period ending on that date referred to as the “Relevant Period”) using financing other than the Facilities (“Alternative Financing”); and.

Project Monty – Mandate,

Commitment and Fee Letter

(c) as a result, the Facilities are not utilised in full,

then, subject to paragraphs 7.2 and 7.3, GWIH2 agrees to pay to each MLA (whose Facilities Commitment has not otherwise been terminated under paragraph 17.1(b) (“Termination”)), a cancellation fee (“Cancellation Fee”) on completion of the Transaction in an amount equal to 50% of the Establishment Fee which would have been payable to that MLA if the Transaction had been financed utilising the MLA’s Facilities Commitment.

7.2 The Cancellation Fee payable to an MLA will be reduced to the extent of the amount of any arrangement, structuring or similar fee payable to that MLA for providing any portion of the Alternative Financing, and if this produces a negative number, the Cancellation Fee payable under paragraph 7.1 to that MLA will be nil.

7.3 No Cancellation Fee will be payable by GWIH2 to an MLA if:

(a) GWI (or its Affiliates) and/or MIRA propose to enter into a new Transaction to acquire all the shares in GRail during the Relevant Period and make an offer to that MLA to participate in an Alternative Financing that is an Australian syndicated loan market financing for that new Transaction; and

(b) that MLA declines the offer or is otherwise unable to participate in the Alternative Financing.

7.4 For the purposes of this paragraph 7, “Transaction” means the Transaction, any variation of the Transaction or any other arrangement, transaction or series of transactions whereby GWI (or GWI’s Affiliates) or MIRA (or MIRA’s Subsidiaries) acquire all the shares in GRail.

8 Confirmations

8.1 Each MLA confirms that:

(a) it supports the bid in respect of the Transaction;

(b) it has reviewed all Approved Transaction Documents to be lodged on the Bid Date and confirms that those documents incorporate all of the MLA’s requirements;

(c) it has completed (or otherwise has the benefit of to its satisfaction) all due diligence required by it. Except for any updates required to be made to the Due Diligence Reports as a result of the Vendor providing material additional information to an MLA after the date of this letter, each MLA confirms that no further due diligence is required in relation to the Transaction;

(d) each of the conditions precedent to certain funds listed in Part A (“Certain Funds Conditions Precedent”) of schedule 2 (“Conditions Precedent and Conditions Subsequent”) of the Debt Term Sheet has been provided in form and substance satisfactory to it and each MLA confirms that each such condition precedent has been satisfied;

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Commitment and Fee Letter

(e) it has received all approvals required (including final credit approval through its relevant credit approval process) to provide the Facilities Commitment and (where applicable) its Hedging Commitment; and

(f) it has received a copy of the Share Sale Agreement.

8.2 As a result of each of the confirmations mentioned in paragraph 8.1 above, each MLA is ready and willing to enter into the Finance Documents should the bid for the Transaction be successful. Subject to the terms of this letter, and following agreement of the Finance Documents consistent with the Debt Term Sheet and otherwise satisfactory to the MLAs, each MLA will enter into the Finance Documents within 3 Business Days of a written request to do so from GWIH2.

8.3 Each MLA authorises the Vendor and/or its advisers to contact the MLAs, by way of the relevant contact details specified in Annexure A (“MLA Contact Details”) to this letter, to verify any aspect of the financing set out in the Mandate Documents.

9 Costs of advisers

The MLAs and GWIH2 acknowledge and agree that GWIH2 will be directly responsible for meeting the reasonable costs and expenses of any advisers in relation to the Transaction appointed with GWIH2’s prior written approval (including Clifford Chance as legal adviser for the MLAs) on the terms that have been agreed between the relevant adviser and GWIH2, including any cap or other fee arrangement for an adviser. Subject to the terms that have been agreed between the relevant adviser and GWIH2, these costs and expenses will be payable whether or not the Finance Documents are signed, Financial Close occurs, Completion occurs or the Facilities are utilised.

10 Payments and Indirect Taxes

10.1 All payments to be made to an MLA under the Mandate Documents:

(a) must be paid in Australian dollars and in immediately available, freely transferable cleared funds to such accounts with such bank(s) as the relevant MLA notifies to GWIH2;

(b) must be paid without any set-off or counterclaim or any deduction or withholding for or on account of tax (a “Tax Deduction”) unless a Tax Deduction is required by law. If a Tax Deduction is required by law to be made, the amount of the payment due to the relevant MLA shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due to the relevant MLA if no Tax Deduction had been required; and

(c) are exclusive of any Indirect Tax. If all or part of any such payment is the consideration for a taxable supply or chargeable with Indirect Tax, then when GWIH2 makes the payment it must pay to the relevant MLA an additional amount equal to that payment (or part) multiplied by the appropriate rate of Indirect Tax subject to the MLA providing to GWIH2 a tax invoice complying with the relevant law relating to that Indirect Tax.

10.2 Where a Mandate Document requires GWIH2 or the Borrower to reimburse the MLAs for any costs or expenses, GWIH2 shall also at the same time pay and indemnify the MLAs against all Indirect Tax incurred by the MLAs in respect of the costs or expenses which are to be paid or reimbursed, except to the extent that an MLA is entitled to repayment or credit in respect of the Indirect Tax. An MLA will promptly provide GWIH2 a tax invoice complying with the relevant law relating to that Indirect Tax.

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Commitment and Fee Letter

11 Information

11.1 In relation to any information provided to the MLAs by or on behalf of GWIH2 or its Affiliates in relation to the Transaction (“Information”), and subject to paragraph 11.2, GWIH2 will be taken to represent and warrant in favour of each MLA that, as at the date of this letter or (if later) the date the Information is provided:

(a) to the best of its knowledge and belief after all due enquiries, all factual Information (excluding any financial projections) is true, accurate and correct in all material respects and not incorrect or misleading (whether by omission or otherwise) in any material respect as at the date it was provided or as at the date (if any) at which it was stated;

(b) nothing material has been omitted or withheld from the Information that would cause the Information provided to become untrue or misleading in any material respect;

(c) all financial projections provided in writing were, as at the date provided, prepared in good faith and with due care and skill, on the basis of the most recently available information and on the basis of assumptions believed by it to be reasonable at the time (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of GWIH2 and its Affiliates and that no assurance can be given that the projections will be realised); and

(d) all copies of documents given by it or on its behalf to the MLAs are true and complete copies as at the date they were given (unless expressly stated otherwise when given to the MLAs).

11.2 In relation to any Information which GWIH2 or any of its Affiliates received from the Vendor prior to Financial Close (and to which neither GWIH2 nor its Affiliates are party), GWIH2 it is not aware of any reason to doubt that such Information is true in all material respects and not incorrect or misleading in any material respect as at the date it was given to the MLAs.

11.3 The representations and warranties in paragraph 11.1 are deemed to be repeated by GWIH2 in favour of each MLA on a weekly basis after the date of this letter (until this letter is terminated in accordance with paragraph 17) by reference to the facts and circumstances subsisting at that time.

11.4 GWIH2 will, as soon as reasonably practicable (but in any case within 5 Business Days) after becoming aware, notify the MLAs in writing if any representation and warranty in paragraph 11.1 is incorrect and will promptly supplement the Information so that such representation and warranty is correct when made.

11.5 GWIH2 acknowledges that the MLAs will rely on the Information without carrying out any independent verification.

12 Indemnity

12.1 Subject to paragraph 12.2, whether or not the Finance Documents are signed, but only following execution of this letter by GWIH2, within 5 Business Days of written demand,

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Commitment and Fee Letter

GWIH2 shall indemnify each Indemnified Person against any cost, expense, loss or liability (including legal fees but excluding loss of profits) incurred by or awarded against that Indemnified Person, in each case arising out of or in connection with any action, claim, investigation or proceeding commenced or threatened (including, without limitation, any action, claim, investigation or proceeding to preserve or enforce rights) in relation to:

(a) the Mandate Documents;

(b) the arranging of, or committing to, the Facilities; and/or

(c) the use or proposed use of the proceeds of the Facilities.

12.2 GWIH2 will not be liable under paragraph 12.1 for any cost, expense, loss or liability (including legal fees) incurred by or awarded against an Indemnified Person if that cost, expense, loss or liability results directly from any breach by that Indemnified Person of this letter which is, in each case, finally judicially determined to have resulted directly from the fraud, gross negligence or wilful misconduct of that Indemnified Person.

12.3 No MLA shall have any duty or obligation, whether as fiduciary for any Indemnified Person or otherwise, to recover any payment made or required to be made under this paragraph 12.

12.4 GWIH2 agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to GWIH2 or any of its Affiliates for or in connection with anything referred to in paragraph 12.1 except, following GWIH2’s agreement to this letter, for any such cost, expense, loss or liability incurred by GWIH2 that results directly from any breach by that Indemnified Person of this letter which is in each case finally judicially determined to have resulted directly from the fraud, gross negligence or wilful misconduct of that Indemnified Person.

12.5 Notwithstanding any other provision of this paragraph 12:

(a) neither GWIH2 nor any of its Affiliates will be responsible in any way or have any liability to an Indemnified Person or anyone else for any consequential losses or damages (in contract, in tort or otherwise); and

(b) no Indemnified Person will be responsible in any way or have any liability to GWIH2 or any of its Affiliates or anyone else for consequential losses or damages (in contract, in tort or otherwise).

12.6 In this paragraph 12, “consequential losses or damages” includes (without limitation):

(a) loss or damage which is indirect, consequential or otherwise, whether characterised as natural, normal, special or otherwise; and

(b) loss of profit revenue, income, production, use, product, business, contracts, investment, opportunity or chance.

12.7 If any event occurs in respect of which indemnification may be sought from GWIH2, the MLAs shall, as soon as reasonably practicable, notify GWIH2 in writing (to the extent permitted by law) after the relevant Indemnified Person becomes aware of such event and consult with GWIH2 fully (unless a counter claim may be made by an MLA against GWIH2).

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Commitment and Fee Letter

12.8 This paragraph 12 shall survive any termination of this letter and shall continue in effect unless and until the Finance Documents are executed, at which time:

(a) the rights and obligations of GWIH2, the Affiliates of GWIH2 and each Indemnified Person under this paragraph 12 shall be superseded by the terms of the Finance Documents; and

(b) no further claims may be made under this paragraph 12, save for accrued rights and obligations.

12.9 Each MLA holds the benefit of this paragraph 12 on trust for the benefit of itself and the other Indemnified Persons.

13 No Reliance

13.1 GWIH2 represents to each MLA (in that capacity) on the date of this letter (and the Borrower will be deemed to represent to each MLA (in that capacity) on the Novation Date) that:

(a) it is acting as principal and for its own account and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary;

(b) it is not relying on any communication (written or oral) from any or both of the MLAs as investment advice or as a recommendation to enter into the Transaction, it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from any MLA shall be deemed to be an assurance or guarantee as to the expected results of the Transaction;

(c) it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction. It is also capable of assuming, and assumes, the risks of the Transaction; and

(d) no MLA is acting as a fiduciary for, or as an agent or adviser to, GWIH2 or the Borrower (as applicable) in connection with the Transaction.

13.2 For the avoidance of doubt, the representations in this paragraph 13 do not relate to any role an MLA (in a separate capacity) may have in respect of the financing and corporate aspects of the Transaction.

14 Confidentiality

14.1 Each MLA and GWIH2 acknowledges and agrees that each Approved Transaction Document, the Share Sale Agreement, this letter and any Information provided to the MLAs or GWIH2 (as applicable), is confidential (“Confidential Information”).

14.2 Confidential Information may only be disclosed to:

(a) GWIH2, its Related Entities and its Affiliates (and the directors, officers, employees, agents and professional advisers of GWIH2, its Related Entities and Affiliates);

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Commitment and Fee Letter

(b) the MLAs and their Related Entities and Affiliates (and the directors, officers, employees, agents and professional advisers of the MLAs and their Related Entities and Affiliates);

(c) the Vendor, its Related Entities and its Affiliates, its directors, officers, employees, agents and professional advisers in connection with the submission of the bid for the Transaction;

(d) (where required by law) any applicable governmental or other regulatory authority or by any applicable stock exchange or pursuant to any order of a court, tribunal or other government or regulatory authority; and

(e) any other person with the prior written consent of each MLA and GWIH2.

14.3 No MLA may make any announcement regarding the Mandate Documents, the Transaction or any roles as arranger, lender, agent or security trustee, without the prior written consent of GWIH2.

15 Conflicts

15.1 GWIH2 and each MLA acknowledges that the MLAs and their Affiliates may, in undertaking other business or transactions, provide debt financing, equity capital or other services to other persons with whom GWIH2 or its Affiliates may have conflicting interests in respect of the Facilities.

15.2 GWIH2 and each MLA acknowledges that the MLAs or their Affiliates may act in more than one capacity in relation to the Transaction and may have conflicting interests in respect of such different capacities.

15.3 No MLA shall use confidential information obtained from GWIH2 or its Affiliates for the purposes of the Facilities or the Transaction in connection with providing services to other persons or to furnish such information to other persons.

15.4 GWIH2 acknowledges that the MLAs have no obligation to use any information obtained from another source for the purposes of the Facilities or the Transaction or to furnish such information to GWIH2 or its Affiliates.

16 Assignments

16.1 Subject to paragraph 19 (“Transfer the Borrower”), GWIH2 must not assign or transfer this letter without the prior written consent of each MLA.

16.2 No MLA may transfer this letter or its Facilities Commitment or Hedging Commitment without the written consent of GWIH2.

17 Termination

17.1 As between an MLA and GWIH2, this letter may be terminated, and all the Facilities Commitments and all Hedging Commitments of the relevant MLA under it permanently cancelled:

(a) by any MLA if, in that MLA’s reasonable opinion:

(i) the conditions in paragraph 4(a) (“Conditions”) are not satisfied by Completion;

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Commitment and Fee Letter

(ii) any of the conditions in paragraphs 4(b) to 4(d) (inclusive) (“Conditions”) are not satisfied and, in the case of paragraphs 4(b) or 4(c), that failure is not remedied within 5 Business Days of receipt by GWIH2 of a notice from that MLA to remedy that failure; or

(iii) the representation and warranty by GWIH2 under paragraph 11.1(b) is not true and correct when given (or deemed to be given) and that failure is not remedied within 5 Business Days of receipt by GWIH2 of a notice from that MLA to remedy that failure;

(b) by GWIH2 in respect of rights and obligations of any MLA under this letter if that MLA:

(i) breaches, in any material respect, any of its obligations under the Mandate Documents and that breach is not remedied within 5 Business Days of receipt by that MLA of a notice from GWIH2 to remedy that breach; or

(ii) does not agree to any extension to the End Date requested by GWIH2 within 10 Business Days of the date it receives an extension request from GWIH2;

(c) if all the MLAs and GWIH2 agree that this letter should be terminated;

(d) by GWIH2 or any MLA, if the Finance Documents have not been executed by the End Date; or

(e) by GWIH2 or any MLA, if:

(i) the Vendor reaches financial close in respect of the Transaction with any other person other than the Borrower or its Affiliates;

(ii) GWIH2 or its Affiliates notify the MLAs in writing that the bid for the Transaction has been withdrawn; or

(iii) the Vendor formally withdraws the Transaction from the sale process.

17.2 Any termination in accordance with paragraph 17.1 above shall have immediate effect following the party entitled to terminate notifying in writing GWIH2 and/or the other MLAs (as the case may be). However, if on the date that is 30 days after the End Date, the Finance Documents have not been executed and GWIH2 has not requested an extension to the End Date, this letter will automatically terminate without any MLA or GWIH2 being required to notify the other party to this letter.

17.3 This letter will automatically terminate upon execution of the Finance Documents by all the parties thereto.

18 Replacement Bank

18.1 If, as between GWIH2 and an MLA, this letter is terminated and the Facilities Commitment and the Hedging Commitments of that MLA are permanently cancelled as contemplated in this letter, creating a shortfall in the total Facilities Commitments required to fund the Transaction and in the Hedging Commitments necessary to meet the minimum Hedging requirements under the Finance Documents (the “Shortfall”), GWIH2 may request the remaining MLAs to increase their Facilities Commitments and Hedging Commitments on a pro rata basis (or on such other basis as agreed between GWIH2 and the remaining MLAs).

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Commitment and Fee Letter

18.2 If, within 10 Business Days after GWIH2’s request pursuant to paragraph 18.1, the remaining MLAs do not increase their Facilities Commitments and Hedging Commitments (in aggregate) to cover all of the Shortfall, GWIH2 may appoint one or more additional financial institutions (“Replacement Bank”) to provide the Shortfall not covered by the remaining MLAs.

18.3 Prior to appointing any Replacement Bank, GWIH2 will consult with the remaining MLAs and notify them as to the identity of the Replacement Bank.

18.4 Any Replacement Bank appointed under this paragraph 18 must be appointed on and subject to the terms and conditions of the Mandate Documents.

19 Transfer to the Borrower 

19.1 Each MLA acknowledges and agrees that the Borrower is a newly established special purpose vehicle incorporated in Australia which is wholly and directly owned by GWIH2.

19.2 If the bid for the Transaction is successful (and subject to satisfaction of any necessary “know your customer” checks), GWIH2 will provide to the MLAs for execution by the MLAs, GWIH2 and the Borrower a novation deed the terms of which will provide that, from the date the novation deed is effective (the “Novation Date”):

(a) the Borrower will have the benefit of all of the rights conferred on the Borrower and/or GWIH2 under this letter as if the Borrower was originally a party to this letter as “Borrower” and “GWIH2”; and

(b) the Borrower will assume all of the obligations conferred on the Borrower and/or GWIH2 under this letter, however, GWIH2 will remain liable to perform all its obligations under this letter (on a joint and several basis with the Borrower).

20 Survival

(a) If this letter if terminated upon the execution of the Finance Documents by all the parties thereto, paragraphs 5 (“Establishment Fee”), 6 (“Ticking Fee”), 7 (“Alternative Transaction Fee”) and 9 (“Costs of advisers”) of this letter will survive such termination.

(b) If this letter is terminated other than upon the execution of the Finance Documents, paragraphs 7 (“Alternative Transaction Fee”), 9 (“Costs of advisers”), 10 (“Payments and Indirect Taxes”), 12 (“Indemnity”), 14 (“Confidentiality”), 15 (“Conflicts”) and 24 (“Governing Law and Jurisdiction”) of this letter will survive such termination.

21 Entire Agreement

(a) The Mandate Documents set out the entire agreement between GWIH2 and its Affiliates and the MLAs as to the matters dealt with herein and supersede any prior oral and/or written understandings or arrangements relating to those matters.

(b) Any provision of this letter may only be amended or waived in writing signed by GWIH2 and each MLA.

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22 Code of Banking Practice

The Code of Banking Practice of the Australian Bankers’ Association does not apply to the Mandate Documents or any banking service provided under them.

23 Counterparts

This letter may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

24 Governing Law and Jurisdiction

(a) This letter (including the agreement constituted by your acknowledgement of its terms) is governed by the laws of New South Wales.

(b) GWIH2 submits to the non-exclusive jurisdiction of the courts of New South Wales.

If you agree to the above, please acknowledge your agreement and acceptance of the offer by signing and returning a copy of this letter (enclosed) to each MLA by no later than 2.00pm (Sydney time) on 14 October 2016.

Yours faithfully

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Commitment and Fee Letter

Signed for and on behalf of AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED by its attorney in the presence of:
Signature of Georgina Colombo	Signature of Michael Mineo
Signature of witness	Signature of attorney
Georgina Colombo	Michael Mineo
Name of witness (print)	Name of attorney (print)
	Director Project & Export Finance
	Title of attorney (print)

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Commitment and Fee Letter

Signed for and on behalf of BANK OF AMERICA, N.A. AUSTRALIAN BRANCH by its attorney in the presence of:
Signature of William Lo	Signature of Michael Senyard
Signature of witness	Signature of attorney
William Lo	Michael Senyard
Name of witness (print)	Name of attorney (print)
	Director
	Title of attorney (print)
	12 February 2016
	Date of power of attorney

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Signed for and on behalf of BNP PARIBAS by its authorised signatories:
Signature of Bruce Spencer	Signature of Chris Ruffa
Signature of authorised signatory	Signature of authorised signatory
Bruce Spencer	Chris Ruffa
Name (print)	Name (print)

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Commitment and Fee Letter

Signed for and on behalf of CITIBANK N.A., SYDNEY BRANCH by its authorised signatories:
Signature of Lachlan Tracey	Signature of Vivi Basilakis
Signature of authorised signatory	Signature of authorised signatory
Lachlan Tracey	Vivi Basilakis
Name (print)	Name (print)

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Commitment and Fee Letter

Signed for and on behalf of COMMONWEALTH BANK OF AUSTRALIA by its attorney in the presence of:
Signature of Irene Wong	Signature of Kellie Louise Rogers
Signature of witness	Signature of attorney
Irene Wong	Kellie Louise Rogers
Name of witness (print)	Name of attorney (print)
	Director
	Title of attorney (print)
	24 June 2013
	Date of power of attorney

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Commitment and Fee Letter

Signed for and on behalf of

JPMORGAN CHASE BANK, N.A. by its authorised signatory:

Signature of Scott Farquhar

Signature of authorised signatory

Scott Farquhar

Name (print)

Executive Director

Title (print)

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Commitment and Fee Letter

Signed for and on behalf of NATIONAL AUSTRALIA BANK LIMITED by its attorney in the presence of:
Signature of James Thorpe	Signature of Fabian Fuentes
Signature of witness	Signature of attorney
James Thorpe	Fabian Fuentes
Name of witness (print)	Name of attorney (print)
	Director
	Title of attorney (print)

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Commitment and Fee Letter

Signed for and on behalf of SUMITOMO MITSUI BANKING CORPORATION by its attorney in the presence of:
Signature of Brett Ruitenberg	Signature of Tarek El-Rakshy
Signature of witness	Signature of attorney
Brett Ruitenberg	Tarek El-Rakshy
Name of witness (print)	Name of attorney (print)
	Head of Energy & Infrastructure Project Finance Australia
	Title of attorney (print)
	18 April 2016
	Date of power of attorney

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Signed for and on behalf of THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. by its attorney in the presence of:
Signature of Hiroto Yabuki	Signature of Drew Riethmuller
Signature of witness	Signature of attorney
Hiroto Yabuki	Drew Riethmuller
Name of witness (print)	Name of attorney (print)

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We acknowledge and agree to the above:

Dated: 14 October 2016

EXECUTED by GWI HOLDINGS NO. 2 PTY LTD in accordance with section 127(1) of the Corporations Act 2001 (Cth) by authority of its directors:	)
	)
	)
Signature of Greg Pauline	)	Signature of Michael Morris
	)
Signature of director
	)	Signature of director
	)
Greg Pauline
	)
		Michael Morris
	)
Name of director (block letters)	)
	)	Name of director (block letters)
	)

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Commitment and Fee Letter

ANNEXURE A – MLA CONTACT DETAILS

MLA	Contact Details
ANZ	Name:	Michael Mineo, Director Project & Export Finance
	Email:	michael.mineo@anz.com
	Ph:	+61 7 3947 5861
BAML	Name:	Scott Rae, Managing Director
	Email:	scott.rae@baml.com
	Ph:	+61 2 87494314
	Name:	Michael Senyard
	Email:	michael.senyard@baml.com
	Ph:	+ 61 3 9659 2109 / +61 416 076 519
BNP	Name:	Justin Chan-Sew, Director ENRPE, Investment Banking Asia
	Email:	Justin.chan-sew@au.bnpparibas.com
	Ph:	+61 2 9619 6435
Citi	Name:	Brian Nash
	Email:	brian1.nash@citi.com
	Ph:	+61 2 8225 4610
CBA	Name:	Alaster Long
	Email:	alaster.long@cba.com.au
	Ph:	+61 2 9303 8250
JPM	Name:	Scott Farquhar, Executive Director
	Email:	scott.farquhar@jpmorgan.com
	Ph:	+1 203 944 8424
	Name:	Carolyn Hely, Head of International Banking
	Email:	carolyn.l.hely@jpmorgan.com
	Ph:	+61 2 90038250
NAB	Name:	Fabian Fuentes, Director, Energy & Resources
	Email:	fabian.fuentes@nab.com.au
	Ph:	+61 3 8634 2950
SMBC	Name:	Tarek El-Rakshy, Senior VP & Head of Energy & Infra
	Email:	tarek_elrakshy@au.smbc.co.jp
	Ph:	+61 2 9376 1882
BTMU	Name:	David Marriner
	Email:	david_marriner@au.mufg.jp
	Ph:	+61 434 070 894

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ANNEXURE B – FACILITIES COMMITMENTS

MLA	Tranche A1 (A$)		Tranche A2 (A$)		Tranche B (A$)		Total (A$)
NAB	$	20,724,600	$	89,275,400	$	25,000,000	$	135,000,000
ANZ	$	20,724,600	$	89,275,400	$	25,000,000	$	135,000,000
CBA	$	20,724,600	$	89,275,400		Nil	$	110,000,000
SMBC	$	20,724,600	$	89,275,400		Nil	$	110,000,000
BTMU	$	12,246,500	$	52,753,500		Nil	$	65,000,000
BNP	$	12,246,500	$	52,753,500		Nil	$	65,000,000
BAML	$	7,536,200	$	32,463,800		Nil	$	40,000,000
Citi	$	7,536,200	$	32,463,800		Nil	$	40,000,000
JPM	$	7,536,200	$	32,463,800		Nil	$	40,000,000
TOTAL	$	130,000,000	$	560,000,000	$	50,000,000	$	740,000,000

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Commitment and Fee Letter

ANNEXURE C – HEDGING COMMITMENT

Hedging MLA	Hedging Percentage
NAB		18.0	%
ANZ		18.0	%
CBA		18.0	%
SMBC		18.0	%
BTMU		10.7	%
BNP		10.7	%
Citi		6.6	%
TOTAL		100	%

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ANNEXURE D – DEBT TERM SHEET

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	FINAL BID VERSION

Debt Term Sheet

Project Monty

King & Wood Mallesons

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.kwm.com

REF: PJD: 602 - 0017222

Debt Term Sheet

Contents

General terms		2
Schedule 1	Definitions	28
Schedule 2	Conditions Precedent and Conditions Subsequent	58
Schedule 3	Representations and Warranties	64
Schedule 4	Undertakings	70
Schedule 5	Events of Default	78
Schedule 6	Excluded Collateral – Relevant Contracts	81
Schedule 7	Designated Rolling Stock	83
Schedule 8	Approved Lenders	84

© King & Wood Mallesons	Debt Term Sheet	i
29493484_46

Debt Term Sheet

General terms

PARTIES
1	Borrower	GWI Acquisitions Pty Ltd (ACN 615 317 130).
		The Borrower is:
		•	wholly owned by GWI Holdings No.2 Pty Ltd (ABN 53 132 989 998) (“Hold Co”); and
		•	the direct parent of GWA (North) and GWI Holdings Pty Ltd.
2	Obligors	•	Borrower;
		•	GWI Holdings Pty Ltd;
		•	Genesee & Wyoming Australia Pty Ltd (ABN 17 079 444 296);
		•	Hold Co;
		•	Genesee & Wyoming Australia Eastern Pty Ltd (ABN 68 142 367 280);
		•	GWA (North);
		•	S A Rail Pty Limited (ABN 55 077 946 340);
		•	Viper Line Pty Limited (ABN 63 092 437 691) (“Viper”);
		•	Freightliner Australia Pty Ltd (ABN 51 122 522 123);
		•	FLA Coal Services Pty Ltd (ABN 38 137 483 240);
		•	Freightliner Australia Coal Haulage Pty Ltd (ABN 46 137 483 713);
		•	ARG Sell Down No1 Pty. Limited (ABN 65 096 337 861);
		•	GWA Northern Pty Ltd (ABN 49 092 437 628);
		•	following satisfaction of the conditions subsequent in relation to G-Rail in Part D of Schedule 2 (Conditions Precedent and Conditions Subsequent), G-Rail; and
		•	each entity which is required to become an Obligor from time to time in accordance with clause 1.3(l) (Additional Obligor /Obligor Coverage Test) of schedule 4 (Undertakings),
		and in each case which has not ceased to be an Obligor in accordance with the Syndicated Facility Agreement.
		Excluded Subsidiaries will not be Obligors.
3	Security Providers and Guarantors	Security Providers:
		Each Obligor other than GWA (North).
		GWA (North) has granted security in favour of GWA (as security trustee on behalf of GWA and Viper) in respect of intercompany loans connected with the AustralAsia Railway Project Concession Deed (“AARC Concession Deed”) under the GWA (North) Security Documents. Lenders and the Security Trustee will have the benefit of all asset security granted by GWA, Viper and the Borrower (as the parent company of GWA (North)) and will indirectly hold security over the assets of GWA (North).

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		At all times while the Facilities remains outstanding, the Debt Financiers Tripartite Deed (2010) (as defined in the AARC Concession Deed) and the Debt Financiers Securities (as defined in the Debt Financiers Tripartite Deed (2010)) will remain in place.
		Guarantors:
		Each Obligor will be a Guarantor under the Security Trust Deed other than, subject to the below, GWA (North).
		Due to restrictions in the AustralAsia Railway Project Concession Deed, GWA (North) will not be a Guarantor as at the date of Financial Close.
		However, the Obligors will use commercially reasonable endeavours for a period of 6 months after Financial Close to obtain required approvals from AARC in order for GWA (North) to become a Guarantor (including, if required by the AARC, Hold Co providing a deed poll in favour of AARC (in place of GWI) as contemplated by section 33.9 of the AustralAsia Railway Project Concession Deed).
		No Obligor will be required to act to its commercial detriment in seeking such consent (including paying any fee or other material amount to the relevant counterparty). The failure by an Obligor to obtain the required approvals from AARC despite taking such commercially reasonable endeavours will not give rise to an Event of Default and unless such approval is obtained, GWA (North) will not be a Guarantor under the Finance Documents.
		If the required approvals are obtained from AARC, GWA (North) will accede to the Security Trust Deed in the capacity as a Guarantor. However, the guarantee provided by GWA (North) will be limited to the greater of (1) US$220 million and (2) any such higher amount as may be permitted under section 33.9 of the AustralAsia Railway Project Concession Deed.
4	Dormant Entities	The following entities will not be Obligors:
		•	ARG Sell Down Holdings Pty Limited (ABN 59 096 337 816);
		•	GWA Holdings Pty Limited (ABN 62 095 319 672);
		•	ARG Sell Down No2 Pty Limited (ABN 80 096 337 923); and
		•	GWA Operations North Pty Limited (ABN 88 093 145 290).
5	Lenders	(a)	the Initial Lenders (including the WCF Provider(s)); and
		(b)	any New Lender,
		in each case, which has not ceased to be a Lender in accordance with the Syndicated Facility Agreement.
		If the Borrower incurs Refinancing Debt on a secured basis, any provider of that Refinancing Debt will accede to the Security Trust Deed in the capacity of a Lender and will be a Beneficiary of the Security.
6	WCF Provider(s)	National Australia Bank Limited and Australia and New Zealand Banking Group Limited or any replacement of the WCF Provider(s) in accordance with the terms of the Syndicated Facility Agreement.

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		While there is more than one Lender under Tranche B, the Borrower will use its reasonable endeavours to ensure that Letters of Credit are issued by each Lender under Tranche B on a pro rata basis.
7	Hedge Counterparties	(a)	each Hedge Counterparty with whom the Borrower enters into hedging transactions in accordance with clause 1.3(h) (hedging) of Schedule 4 (Undertakings); and
		(b)	any person that replaces a Hedge Counterparty,
		in each case, which has not ceased to be a Hedge Counterparty in accordance with the Security Trust Deed.
8	Facility Agent	[To be confirmed]
9	Security Trustee	[To be confirmed]
10	Beneficiaries	The Beneficiaries (to be defined in the Security Trust Deed) will be:
		(a)	each Lender;
		(b)	each Hedge Counterparty;
		(c)	the Facility Agent;
		(d)	the Security Trustee; and
		(e)	any agent or representative appointed by the providers of Refinancing Debt who accedes to the Security Trust Deed.
FACILITIES
11	Facilities	Each of the following facilities:
		(a)	Tranche A: Acquisition Facilities:
			(i)	Tranche A1: 5 year Senior Term Loan Facility - A$130 million; and
			(ii)	Tranche A2: 5 year Senior Term Loan Facility - A$560 million;
		(b)	Tranche B: Revolving Working Capital Facility: 5 year Senior Revolving Facility - A$50 million. To be provided by the WCF Provider(s). Available to be borrowed by way of a cash advance facility and/or a letter of credit/bank guarantee facility.
12	Interest Rate	BBSY Bid plus the applicable Margin calculated daily on a 365 day year.
		BBSY Bid will be determined in accordance with APLMA provisions for:
		•	Screen Rate for BBSY Bid; or
		•	if the Screen Rate is not available for BBSY Bid, the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan; or
		•	if it is not possible to calculate the Interpolated Screen Rate, the Reference Bank Rate.
		Interest will be paid on each Interest Payment Date.

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13	Margin	From (and including) the date of Financial Close to (and including) the date falling 3 years after the date of Financial Close:

Leverage Ratio	Tranche A1 Margin (per annum)			Tranche A2 Margin (per annum)			Tranche B Margin (per annum)
³ 4.5x		3.10	%		3.20	%		3.10	%
³ 3.5x and < 4.5x		2.70	%		2.80	%		2.70	%
< 3.5x		2.35	%		2.45	%		2.35	%

From (but excluding) the date falling 3 years after the date of Financial Close to (and including) the date falling 4 years after the date of Financial Close:

Leverage Ratio	Tranche A1 Margin (per annum)			Tranche A2 Margin (per annum)			Tranche B Margin (per annum)
³ 4.5x		3.30	%		3.40	%		3.30	%
³ 3.5x and < 4.5x		2.90	%		3.00	%		2.90	%
< 3.5x		2.55	%		2.65	%		2.55	%

From (but excluding) the date falling 4 years after the date of Financial Close to (and including) the Maturity Date:

Leverage Ratio	Tranche A1 Margin (per annum)			Tranche A2 Margin (per annum)			Tranche B Margin (per annum)
³ 4.5x		3.65	%		3.75	%		3.65	%
³ 3.5x and < 4.5x		3.25	%		3.35	%		3.25	%
< 3.5x		2.90	%		3.00	%		2.90	%

14	Interest Period	(a)	Subject to paragraph (b), 3 or 6 months or other period agreed between the Borrower and the Facility Agent.
		(b)	During the 6 month period prior to the Maturity Date for a Facility, 1 or 3 months (or other period which is reasonably requested by the Borrower to facilitate a refinancing and agreed by the Facility Agent (acting reasonably)).
15	Availability Period	(a)	Each of Tranche A1 and Tranche A2: Acquisition Facilities - from and including the date of Financial Close until and including 20 Business Days after the date of Financial Close.
		(b)	Tranche B: Working Capital Facility - from and including the date of Financial Close until and including 1 month prior to its Maturity Date.

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16	Purpose	(a)	Each of Tranche A1 and Tranche A2 may be used for the purpose of:
			(i)	funding the purchase price under the Share Sale Agreement;
			(ii)	discharging in full all Australian Obligations under (and as defined in) the U.S. Credit Agreement; and
			(iii)	the payment of any fees, costs and expenses incurred in connection with the Transaction as shown in the agreed Funds Flow Statement.
		(b)	Tranche B may be used for general working capital and general corporate purposes including the issue of any necessary letters of credit (but not for the purposes of paying Interest Expense or making scheduled amortisation payments under any Facility or paying Distributions).
17	Maturity Date	(a)	Tranche A: Acquisition Facilities:
			(i)	Tranche A1: 5 years from Financial Close; and
			(ii)	Tranche A2: 5 years from Financial Close;
		(b)	Tranche B: Working Capital Facility - 5 years from Financial Close.
18	Repayment	Term Loan Facilities:
			(i)	Tranche A1: Amortising facility repayable in accordance with the agreed amortisation schedule; and
			(ii)	Tranche A2: Bullet repayment facility.
		The total principal amount to be repaid under Tranche A1 in each Financial Year will be:

Financial Year	Repayment Amount
1 January – 31 December 2017	$	18 million
1 January 2018 - 31 December 2018	$	21.75 million
1 January 2019 - 31 December 2019	$	21.75 million
1 January 2020 - 31 December 2020	$	34.25 million
1 January 2021 - 31 December 2021	$	34.25 million

Principal repayments under Tranche A1 for each Financial Year will be made quarterly (in equal amounts) on each Tranche A1 Repayment Date.

Tranche B is a revolving facility and amounts repaid can be redrawn until the expiry of the Availability Period for Tranche B. Each outstanding cash advance loan under Tranche B will be repayable at the end of each relevant Interest Period applicable to that loan except to the extent that it is redrawn at the end of the Interest Period as a rollover loan.

Any amounts outstanding under each Facility will be repayable in full on their respective Maturity Dates.

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19	Cancellation	The Borrower may at any time cancel the undrawn Commitment in respect of the Facilities in whole or in part without penalty by giving the Facility Agent at least 3 Business Days’ prior written notice (or such shorter period as is approved by the Facility Agent).
		A partial cancellation must be at least A$1,000,000 and a whole multiple of A$500,000. Once given the notice is irrevocable.
		The Available Commitment for the applicable Facility will reduce by the amount of any such cancellation. Each Lender’s Commitment also reduces by its proportion of the cancelled amount.
		On the last day of the Availability Period for a Facility, the Available Commitment for that Facility will be automatically cancelled.
		Any amount which is cancelled cannot be reinstated.
20	Voluntary Prepayment	The Borrower may, at any time, prepay all or any part of the amount outstanding under any Facility without penalty fee or costs (subject to the payment of any applicable break costs if the prepayment occurs on a day other than an Interest Payment Date) by giving at least 3 Business Days’ prior written notice to the Facility Agent.
		A partial prepayment must be at least A$1,000,000 and a whole multiple of A$500,000. Once given, a prepayment notice is irrevocable.
		Amounts voluntarily prepaid under a Facility shall be applied rateably among the participations of all Lenders under the Facility which is prepaid. Amounts applied in prepayment of Tranche A1 will be applied against the remaining repayment instalments at the Borrower’s discretion.
		Any amount which is voluntarily prepaid under a Term Loan Facility may not be re-borrowed.
21	Mandatory Prepayments	The Borrower must apply the following amounts in prepayment of the Facilities:
		(a)	(disposal proceeds) net cash proceeds (after deducting transaction costs and taxes and other related expenses) of any disposal of assets in excess of A$10 million in any Financial Year received by the Obligors which are not, within a period of 365 days of receipt, reinvested in Permitted Acquisitions or Growth Capex or in assets of like or superior type and value as the assets disposed of;
		(b)	(warranty proceeds) any net proceeds (after deducting enforcement costs and taxes and other related expenses) received under any warranty or indemnity claims that is capital in nature in respect of the Share Sale Agreement or any due diligence report and excluding purchase price adjustments and amounts of a revenue replacement nature and which are not actually applied within 365 days of receipt in rectifying the problem the subject of the claim, replacing assets or meeting liabilities (including payment of tax) in respect of which the relevant claim was made to the extent such net proceeds exceed in aggregate a threshold amount of A$10 million in any Financial Year;
		(c)	(insurance proceeds) insurance proceeds from any insurance claim received or recovered by an Obligor in cash in any Financial Year (net of any costs and taxes) to the extent that the insurance proceeds exceed a threshold amount of A$10 million in any Financial Year but excluding:
			(i)	any business interruption insurance proceeds;

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			(ii)	proceeds from claims in relation to public liability, personal injury, director’s and officer’s liability, other third party liability and workers’ compensation insurance;
			(iii)	amounts applied to reinstate or replace assets in respect of which those insurance proceeds were received or which are contractually committed to be so applied;
			(iv)	amounts required to be paid to third parties; or
			(v)	amounts which are used to reimburse an Obligor for amounts it has spent (other than by utilising the Facilities) in reinstating or replacing assets in respect of which those insurance proceeds were received;
		(d)	(Equity Cure) proceeds of an equity cure in accordance with Item 35 (“Equity Cure”);
		(e)	(Refinancing Debt) proceeds of any Refinancing Debt which is incurred for the purpose of refinancing all or part of a Facility under the Syndicated Facility Agreement;
		(f)	(Cash sweep) on each Calculation Date on which a Cash Sweep Event subsists, 100% of Locked-up Cash;
		(g)	(Year 5 Mandatory Prepayment) all Year 5 Mandatory Prepayment Amounts pursuant to Item 32 (“Year 5 Mandatory Prepayment”); and
		(h)	(RHA Termination Payment): if an RHA Termination Payment is received, the relevant RHA Prepayment Amount.
22	Application of Mandatory Prepayments	Subject to paragraphs (i), (ii) and (iii) below, amounts required to be mandatorily prepaid will be applied against the Term Loan Facilities first in repayment of Tranche A2 and then (once Tranche A2 is fully repaid) in repayment of Tranche A1 and, in the case of Tranche A1, pro rata across remaining amortisation instalments.
		Amounts mandatorily prepaid against the Term Loan Facilities may not be re-borrowed.
		If the amount which is required to be applied in mandatory prepayment is:
			(i)	a Year 5 Mandatory Prepayment Amount, that amount shall be applied in prepayment of Tranche A2 only until there is no further amount outstanding under Tranche A2;
			(ii)	Refinancing Debt which is incurred for the purpose of refinancing all or part of a Facility under the Syndicated Facility Agreement, that amount shall be applied in prepayment of the relevant Facility (in whole or in part) which is to be refinanced; or
			(iii)	an RHA Prepayment Amount, that amount shall be applied first in prepayment of Tranche A1 (pro rata across remaining amortisation instalments for Tranche A1) and once Tranche A1 has been fully repaid, Tranche A2.
23	Timing of Mandatory Prepayments	Other than amounts mandatorily prepaid under paragraphs (d) (Equity Cure) or (e) (Refinancing Debt) of Item 21 (“Mandatory Prepayments”) (which must be applied immediately (in the case of Equity Cure amounts) or on the relevant refinancing date (in the case of Refinancing Debt)), amounts required to be mandatorily prepaid will be applied toward prepayment on the next Interest Payment Date.

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		Pending such application on the next Interest Payment Date, such proceeds are to be deposited into a prepayment account with the Facility Agent (bearing interest at usual commercial rates for such amounts) as soon as they are received. Provided no Default or Review Event is subsisting, accrued interest may be withdrawn by the Borrower.
24	Clean Down (Tranche B)	Commencing from Financial Close, the Borrower must ensure that the amount of outstanding loans under Tranche B is reduced to nil for a period of not less than 3 consecutive Business Days (the “Clean Down Period”) at least once in each Financial Year with at least 3 months between each Clean Down Period.
		The Borrower will confirm that such Clean Down Period has occurred in the next Compliance Certificate.
		For the avoidance of doubt, this does not apply to any outstanding letters of credit, bank guarantees or equivalent instrument issued under Tranche B.
FEES
25	Upfront Fee	The Borrower will pay the upfront fee as set out in the Mandate, Commitment and Fee Letter.
26	Commitment Fee and LC issuance fees	Commitment fee: 45% of the applicable Margin, calculated on each Lender’s Available Commitment under Tranche B.
		Each Commitment Fee accrues daily from (and including) the date of the Syndicated Facility Agreement and is payable quarterly in arrears (commencing on the first Calculation Date after the date of Financial Close), on the last day of the relevant Availability Period and on any cancelled amount at the time a cancellation is effective.
		No commitment fees will be payable on the Term Loan Facilities provided that Financial Close and utilisation of the Term Loan Facilities occurs by no later than 10 Business Days after the date of the Syndicated Facility Agreement.
		LC issuance fees:
		Fees payable in respect of the issue of letters of credit or bank guarantees under Tranche B will be the same as the Margin payable on loans under Tranche B.
27	Facility Agent Fee	As agreed between the Borrower and the Facility Agent.
28	Security Trustee Fee	As agreed between the Borrower and the Security Trustee.
29	Fees Contingent	No fees will be payable in connection with this Term Sheet, any Finance Document or otherwise in respect of the financing unless Financial Close occurs, except as set out in paragraph 7 (“Alternative Transaction Fee”) of the Mandate, Commitment and Fee Letter.
FINANCIAL COVENANTS AND DISTRIBUTIONS
30	Financial Covenants	Financial covenants will be calculated on a consolidated GWA Group basis and tested on each Calculation Date.

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	Each Obligor must ensure that:
	(a)	on each Calculation Date, the DSCR for the applicable Calculation Period is equal to or greater than 1.20:1; and
	(b)	on each Calculation Date falling during the relevant period set out below, the Leverage Ratio is as follows:

Period	Leverage Ratio
1 January – 31 December 2017	Less than or equal to 5.25:1
1 January 2018 - 31 December 2018	Less than or equal to 4.75:1
1 January 2019 - 31 December 2019	Less than or equal to 4.50:1
1 January 2020 - 31 December 2020	Less than or equal to 4.50:1
1 January 2021 - 31 December 2021	Less than or equal to 4.25:1

		(“Financial Covenants”).
		For the purposes of calculating the DSCR and the Leverage Ratio for any Calculation Period of less than 12 months:
		(a)	EBITDA will be the aggregate of (1) for the members of the GWA Group (other than G-Rail), actual figures for the 12 month period ending on that Calculation Date and (2) for G-Rail, EBITDA for the 12 month period ending on that Calculation Date, based on actual revenues for any part of that period after the date of Financial Close, pro-forma revenues for any part of that period prior to Financial Close, and less actual costs; and
		(b)	Interest Expense will be tested on the basis of actual numbers as from Financial Close to the relevant Calculation Date but annualised for 12 months.
		Nothing shall be construed as a waiver, or shall otherwise prejudice the rights of the Lenders under the Finance Documents if, after deemed compliance in respect of a Compliance Certificate, calculations reveal that the Financial Covenants have not actually been complied with. In those circumstances, the Lenders shall have all rights under the Finance Documents as if the deemed compliance with the Financial Covenants had not occurred.
31	Distributions	Distributions for the relevant Quarter ending on a Calculation Date (or any previous period which have not been distributed) may only be made if the following conditions are met (“Distribution Conditions”):
		(a)	the Borrower has delivered a Compliance Certificate to the Facility Agent and:
			(i)	the Facility Agent has notified the Borrower that the Compliance Certificate is in a form and substance satisfactory to it;
			(ii)	at least 10 Business Days have elapsed from the date of delivery of the Compliance Certificate, and the Facility Agent has not objected to the Compliance Certificate; or
			(iii)	if the Facility Agent has objected to the Compliance Certificate, any dispute has been resolved between the Borrower and the Facility Agent or, failing that, by expert determination;
		(b)	no Default or Review Event is subsisting or will result from the making of the Distribution;

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	(c)	the DSCR for the Calculation Period ending on that Calculation Date (as set out in the relevant Compliance Certificate) is as follows:

Calculation Date falling in the following period	DSCR
1 January – 31 December 2017	Equal to or greater than 1.50:1
1 January 2018 - 31 December 2018	Equal to or greater than 1.50:1
1 January 2019 - 31 December 2019	Equal to or greater than 1.50:1
1 January 2020 - 31 December 2020	Equal to or greater than 1.60:1
1 January 2021 - 31 December 2021	Equal to or greater than 1.60:1

(d) the Leverage Ratio on that Calculation Date (as set out in the relevant Compliance Certificate) is, and will remain so immediately following the proposed Distribution, as follows:

Calculation Date falling in the following period	Leverage Ratio
1 January – 31 December 2017	Less than or equal to 4.50:1
1 January 2018 - 31 December 2018	Less than or equal to 4.25:1
1 January 2019 - 31 December 2019	Less than or equal to 4.00:1
1 January 2020 - 31 December 2020	Less than or equal to 3.75:1
1 January 2021 - 31 December 2021	Less than or equal to 3.75:1

	and
(e)	if at that time a Concession Document has been terminated, the Borrower has demonstrated to the reasonable satisfaction of the Majority Lenders that for the Calculation Period ending on each Calculation Date following the termination of that Concession Document until at least 12 months after the Maturity Date:
	(i)	the DSCR will be equal to or greater than 1.75:1; and
	(ii)	the Leverage Ratio will be as follows:

Calculation Date falling in the following period	Leverage Ratio
1 January – 31 December 2017	Less than or equal to 4.25:1
1 January 2018 - 31 December 2018	Less than or equal to 4.00:1
1 January 2019 - 31 December 2019	Less than or equal to 3.75:1
1 January 2020 - 31 December 2020	Less than or equal to 3.50:1
After 1 January 2021	Less than or equal to 3.25:1

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		If the Borrower has made any voluntary prepayment under Item 20 (“Voluntary Prepayment”) during a Calculation Period ending on a relevant Calculation Date, then such voluntary prepayment will be disregarded for the purposes of determining whether the Distribution Conditions and the Financial Covenants under Item 30 in respect of that Calculation Date have been met.
		Subject to satisfaction of the Distribution Conditions, an Obligor may make a Distribution at any time and without the consent of the Facility Agent.
		If:
		•	a Distribution of amounts from a Quarter ending on a 31 December Calculation Date is made (a “December Quarter Distribution”); and
		•	the reconciliation statement subsequently provided to the Facility Agent under Item 34 confirms that the amount of the December Quarter Distribution exceeds the amount which would (had the figures in the reconciliation statement been available when the December Quarter Distribution was made) have been permitted to be paid as a Distribution (the amount paid in error being the “Distribution Error Amount”),
		the Borrower must, within 5 Business Days after the delivery of the reconciliation statement, provide evidence to the Facility Agent showing that an amount equal to the Distribution Error Amount has been repaid to the Borrower.
32	Year 5 Mandatory Prepayment	(a)	In respect of any Calculation Date falling during the period from (but excluding) the date that is 4 years after the date of Financial Close to (and including) the date that is 4 years and 6 months after the date of Financial Close, the Borrower must ensure that 50% of all amounts from the Quarter ending on that Calculation Date which:
			(i)	if a Lock-Up Event subsists, comprise Locked-Up Cash; or
			(ii)	otherwise would be available to pay a Distribution,
			are applied in mandatory prepayment of Tranche A2 in accordance with Item 22 (“Application of Mandatory Prepayments”).
		(b)	In respect of any Calculation Date falling during the period from (but excluding) the date that is 4 years and 6 months after the date of Financial Close to the Maturity Date, the Borrower must ensure that 100% of all amounts from the Quarter ending on that Calculation Date which:
			(i)	if a Lock-Up Event subsists, comprise Locked-Up Cash; or
			(ii)	otherwise would be available to pay a Distribution;
			are applied in mandatory prepayment of Tranche A2 in accordance with Item 22 (“Application of Mandatory Prepayments”).
		For the avoidance of doubt, if on the relevant Calculation Date a Cash Sweep Event is subsisting, this Item 32 will not apply.

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33	RHA Termination Payment	If, at any time:
		(a)	the Rail Haulage Agreement is terminated; or
		(b)	Glencore Coal terminates the Services (in whole or part) in respect of NTK affected by GRail FM under clause 35.3 (“Partial termination for GRail FM”) of the Rail Haulage Agreement,
		and Glencore Coal is required to pay an RHA Termination Payment to G Rail in accordance with clause 35.4 (“Termination Payment”) of the Rail Haulage Agreement, the Borrower must ensure that, at the time the RHA Termination Payment is paid to G Rail, an amount equal to the RHA Prepayment Amount is applied in mandatory prepayment in accordance with Item 22 (“Application of Mandatory Prepayments”).
		Defined terms used in paragraph (b) of this Item 33 not otherwise defined in this document have the meaning given in the Rail Haulage Agreement.
34	Compliance Certificate	The Borrower must deliver a certificate to the Facility Agent (a “Compliance Certificate”) which:
		(a)	sets out the DSCR for the Calculation Period ending on the Calculation Date to which the Compliance Certificate relates;
		(b)	sets out the Leverage Ratio on the Calculation Date to which the Compliance Certificate relates;
		(c)	confirms whether the Financial Covenants have been met; and
		(d)	certifies that no Default or Review Event is subsisting.
		A Compliance Certificate must include all reasonable workings and/or calculations supporting the conclusions made regarding compliance with the Financial Covenants and must be signed by two Authorised Officers (including the CFO) of the Borrower.
		A Compliance Certificate must be delivered to the Facility Agent by no later than 45 days after each Calculation Date. The Compliance Certificate delivered in respect of the Calculation Date falling on 31 December in each year may be based on the quarterly management accounts delivered under paragraph 1.2(a)(ii) of Schedule 4 (Undertakings) with a reconciliation statement to be provided at the time the annual financial statements are delivered under paragraph 1.2(a)(i) of Schedule 4 (Undertakings).
35	Equity Cure	(a)	The Borrower may cure a breach of a Financial Covenant by procuring an additional equity contribution to the Borrower (“Additional Equity Contribution”) on condition that the Borrower delivers a notice (“Equity Cure Notice”) to the Facility Agent (by no later than 5 Business Days after delivery of the relevant Compliance Certificate showing that a Financial Covenant has not been met) notifying of its intention to cure that breach in accordance with and subject to the terms of this Item 35 (the date of the Equity Cure Notice being the “Relevant Date”).
		(b)	If an Additional Equity Contribution is made, the Financial Covenants will be recalculated on a notional basis as though the Additional Equity Contribution had been made and an equivalent amount of debt was the subject of a Mandatory Prepayment on the first day of the relevant Calculation Period (and, for the avoidance of doubt, with respect to such recalculation:
			(i)	in the case of the DSCR, Debt Service (but not CFADS); and
			(ii)	in the case of the Leverage Ratio, Net Senior Debt (but not EBITDA),
			shall be recalculated.

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		(c)	An Additional Equity Contribution may not be made:
			(i)	more than 3 times during the first 5 years from Financial Close;
			(ii)	in respect of consecutive Calculation Dates; or
			(iii)	more than once in any 12 month period.
		(d)	If the Borrower gives an Equity Cure Notice to the Facility Agent, it must ensure that:
			(i)	the Additional Equity Contribution is then made by no later than 15 Business Days after the Relevant Date (the “Equity Cure Period”);
			(ii)	the Additional Equity Contribution, once made, is immediately applied in mandatory prepayment of the Facilities accordance with Items 21(d) (“Equity cure”) and 22 (“Application of mandatory prepayments”); and
			(iii)	an updated Compliance Certificate is delivered to the Facility Agent by the end of the Equity Cure Period showing that the Financial Covenants have been met (with supporting calculations for the Additional Equity Contribution).
		(e)	If the Borrower fails to provide an Equity Cure Notice to the Facility Agent or, having given the Facility Agent an Equity Cure Notice, fails to comply with paragraph (d) above, an Event of Default will subsist under clause 1.1(b) (Financial Covenants) of Schedule 5 (Events of Default).
		(f)	The proceeds of an Additional Equity Contribution shall only affect the recalculation of the Financial Covenants for the purposes of the Event of Default under clause 1.1(b) (Financial Covenants) of schedule 5 (Events of Default) and will not be taken into account in calculating any other ratios or covenants which may have been tested, in each case, on or before the Calculation Date in respect of which an Additional Equity Contribution was made.
		(g)	If the Borrower exercises its right to procure an Additional Equity Contribution to cure a breach of a Financial Covenant under this item 35 (“Equity Cure”), no Distribution which would be otherwise permitted may be made before the date of delivery of a Compliance Certificate for the Calculation Date immediately following the Calculation Date for which that equity cure relates.
36	Change in Accounting Principles	If in the reasonable opinion of the Borrower or the Majority Lenders any changes to Accounting Principles after the date of the Syndicated Facility Agreement materially alter the effect of the Financial Covenants or the related definitions, the Borrower and the Facility Agent will negotiate in good faith to amend the relevant undertakings and definitions so that they have an effect comparable to that as at the date of the Syndicated Facility Agreement.
		If the amendments are not agreed within 30 days (or any longer period agreed between the Borrower and the Facility Agent) then the Borrower will provide any reconciliation statements necessary to enable calculations based on Accounting Principles as they were before those changes, and the changes will be ignored for the purposes of the Financial Covenants.

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ADDITIONAL INDEBTEDNESS
37	Refinancing Debt	The Borrower will be permitted to enter into new finance documents for the purpose of raising Refinancing Debt to refinance (in whole or in part) any financial accommodation under a Finance Document as well as associated transaction fees, costs and expenses (including break fees and swap close-out costs, to the extent applicable) in connection with that refinancing. Except in the case of a full refinancing of all the Finance Debt under the Finance Documents, the following conditions will apply where the Borrower proposes to incur Refinancing Debt:
		(a)	no Event of Default is subsisting or would result from incurring the Refinancing Debt;
		(b)	the Refinancing Debt must be incurred on arm’s length commercial terms;
		(c)	the provider(s) of the Refinancing Debt will rank pari passu with the Lenders under the Syndicated Facility Agreement or (if so agreed by the provider(s) of the Refinancing Debt) may provide Subordinated Debt;
		(d)	if provided on a secured basis, the Refinancing Debt must not benefit from any Security Interest other than the Security and the providers of the Refinancing Debt must accede to the Security Trust Deed;
		(e)	the Refinancing Debt:
			(i)	must not mature prior to the date that is 6 months after the latest Maturity Date of any then-existing Term Loan Facilities (which are not being refinanced);
			(ii)	must have a weighted average life to maturity not shorter than the remaining weighted average life to maturity of then-existing Term Loan Facilities (which are not being refinanced); and
			(iii)	must be incurred on terms (other than as to fees and margins) which are no more favourable to the financiers than those set out in the Finance Documents.
		The Borrower may also enter into associated Hedge Agreements to hedge any interest rate risk relating to the Refinancing Debt.
SECURITY
38	Security	See definition of Security.
39	Ranking of Security	The Security held by the Security Trustee will be first ranking and subject to Permitted Security Interests which as a matter of law would rank ahead of such Security.
		The Hedge Counterparties will rank pari passu with the Lenders under the Syndicated Facility Agreement in respect of the Security.
40	Agreed Security Principles	The Security will be standard for a facility and asset of this nature.
		The Security will exclude (until the date of an appointment of an administrator to that Obligor) any Excluded Collateral. This exclusion does not extend to the proceeds of such rights under or in respect of such Excluded Collateral.
		A relevant Obligor will use commercially reasonable endeavours for a period of 120 days after Financial Close to obtain any required consents to the grant of security under or in respect of the Excluded Collateral. No Obligor will be required to act to its commercial detriment in seeking such consent (including paying

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		any fee or other material amount to the relevant counterparty). The failure by an Obligor to obtain such consents despite taking such commercially reasonable endeavours will not give rise to an Event of Default.
REVIEW EVENT
41	Review Event	A Review Event will occur if:
		(a)	a person (other than GWI or the Investor) obtains beneficial ownership (directly or indirectly) of 50.1% or more of the issued ordinary shares in Hold Co; or
		(b)	GWI ceases to have the right to appoint at least half of the number of representatives to the management committee of G&W Australia Holdings LP; or
		(c)	GWI ceases to hold (directly or indirectly) at least a 40% interest in G&W Australia Holdings LP,
		(each of the events above being a “Change of Control Review Event”); or
		(d)	the Rail Haulage Agreement is terminated (other than on expiry of its terms and satisfaction of all of the obligations under the Rail Haulage Agreement) as a result of G Rail exercising its termination rights under clause 35.1 (“GRail’s right to terminate”) of the Rail Haulage Agreement (a “RHA Review Event”).
42	Consequences of a Review Event	Following the occurrence of a Review Event, the Borrower and the Facility Agent must consult in good faith for 45 Business Days (or such longer period as the Facility Agent (acting on the instructions of the Majority Lenders) may agree) (the “Stand Still Period”) in relation to the Review Event and the consequences of that Review Event under the Finance Documents (including, in the case of a Change of Control Review Event, any necessary amendments to the Finance Documents to remedy or overcome the effects of the consequences of the Review Event or, in the case of a RHA Review Event, the terms any proposed agreement to replace the Rail Haulage Agreement).
		If, at the end of the Stand Still Period, a Lender (such Lender being a “RE Non Consenting Lender”) has not:
		(a)	in the case of a Change of Control Review Event:
			(i)	agreed to any necessary amendments to the Finance Documents to remedy or overcome the consequences of the Review Event; or
			(ii)	approved the event that resulted in the Review Event occurring and agreed that the Review Event no longer subsists; or
		(b)	in the case of an RHA Review Event and subject to Item 43 (“RHA Review Event Criteria”), approved the terms of any proposed agreement to replace the Rail Haulage Agreement,
		it may give a notice to the Borrower on the last day of the Standstill Period confirming that it does not wish to continue to participate in the Facilities.
		If a RE Non Consenting Lender gives a notice to the Borrower under this Item 42:
			(i)	the Borrower will be entitled, at any time up to (and including) the last day of the relevant RE Transfer Period, to require the RE Non Consenting Lender to transfer its participation (and the RE Non Consenting Lender will transfer) at par to a person selected by the Borrower which meets the requirements of a Qualifying Transferee; or
			(ii)	if the RE Non Consenting Lender’s participation has not been transferred under sub-paragraph (i), the Borrower must, by no later than the last day of the relevant RE Repayment Period, repay the RE Non Consenting Lender’s participation in the Facilities at par (including by providing cash cover in respect of any letters of credit issued by the RE Non Consenting Lender which remain outstanding).

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		If sub-paragraphs (i) or (ii) above apply, the Borrower shall pay all accrued and unpaid interest and all other amounts owing to the RE Non Consenting Lender under the Finance Documents (if any) up to the date of transfer or repayment (including any break costs should the substitution or repayment occur on a date other than an Interest Payment Date).
		The RE Non Consenting Lender will not have any obligation to find a replacement Lender if sub-paragraph (i) above applies. However, the RE Non Consenting Lender will co-operate and provide all reasonable assistance to the Borrower in order to facilitate the transfer.
		Any substitution of a RE Non Consenting Lender is subject to KYC checks conducted by the transferee.
		This provision shall not enable the Facility Agent acting in such capacity to be replaced.
43	RHA Review Event criteria	Each Lender acknowledges and agrees that, if a RHA Review Event occurs, it will not unreasonably withhold or delay its approval of any proposed agreement to replace the Rail Haulage Agreement (“RHA Replacement Contract”) if:
		(a)	the RHA Replacement Contract is with a counterparty of similar credit standing to Glencore Coal and with a parent company guarantee from an entity of similar credit standing to the Glencore Guarantor (as defined in the Rail Haulage Agreement) or with other form of equivalent credit enhancement or collateral;
		(b)	the RHA Replacement Contract has a tenor at least equal to the remaining term of the Rail Haulage Agreement prior to its termination;
		(c)	the RHA Replacement Contract is on substantially similar terms to the Rail Haulage Agreement and/or arm’s length current market terms at that time for contracts of that nature; and
		(d)	the counterparty to the RHA Replacement Contract has entered into (or unconditionally agreed to enter into) a tripartite deed with the Security Trustee on terms similar to the Financier Consent Deed,
		(e)	the Borrower provides evidence to the Lenders showing that the entry into the RHA Replacement Contract will provide a similar revenue profile over a period of time at least equal to the remaining term of the Rail Haulage Agreement prior to its termination; and
		(f)	the Borrower delivers to the Facility Agent an updated Financial Model:
			(i)	where the only values updated from the Financial Model immediately prior to the termination of the Rail Haulage Agreement are those reflecting the loss of revenue under the Rail Haulage Agreement, any reduction in the outstanding Finance Debt under the Facilities due to the

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				RHA Prepayment Amount being applied in mandatory prepayment in accordance with Item 22 (“Application of Mandatory Prepayments”) and the revenues and other terms of the RHA Replacement Contract; and
			(ii)	which shows that, as a result of the matters in paragraph (i) above, the Leverage Ratio on each Calculation Date after the RHA Review Event has occurred will be less than or equal to the Leverage Ratio on each such Calculation Date as set out in the Bank Base Case Financial Model.
LENDER VOTING AND TRANSFER
44	Amendments, waivers etc.	The Facility Agent shall not amend the Finance Documents, or grant a waiver or release of or under the Finance Documents, if the amendment, waiver or release would:
		(a)	increase the obligations of, or change the date, amount, priority or order of any payment to a Finance Party, without the consent of that Finance Party;
		(b)	discharge or release (or agree to discharge or release) any guarantee or Security Interest existing for the benefit of a Finance Party, without the consent of that Finance Party, other than to permit a transaction which complies with the Finance Documents;
		(c)	change the definition of Major Default, Major Representation or Majority Lenders, without the consent of all Lenders;
		(d)	change the definition of BBSY Bid, without the consent of all Lenders;
		(e)	change the Margin or fees applicable to a tranche of the Term Loan Facilities, without the consent of all Lenders under both tranches of the Term Loan Facilities;
		(f)	change the Margin or fees applicable to the Working Capital Facility, without the consent of all Lender(s) participating in the Working Capital Facility;
		(g)	waive any initial condition precedent to the first Utilisation, the conditions subsequent under Part D of Schedule 2 or the requirements under clause 1.3(l) (Additional Obligor /Obligor Coverage Test) of schedule 4 (Undertakings), without the consent of all Lenders;
		(h)	waive any condition precedent to the making of a Utilisation (other than the first Utilisation), without the consent of all Lenders participating in that utilisation;
		(i)	change any requirement for the agreement or instructions of all or a specified majority of Lenders to be obtained, without the consent of each Lender entitled to be counted in determining whether that requirement is satisfied;
		(j)	change Item 41 (“Review Event”) or Item 42 (“Consequences of a Review Event”), without the consent of all Lenders;
		(k)	change the governing law or jurisdiction clause, without the consent of all Lenders; or
		(l)	amend this provision, without the consent of all Lenders.

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		The Security Trust Deed will contain an equivalent “Amendments and waivers” provision in relation to matters under the Security Trust Deed and the Security which require the Security Trustee to act on the relevant instructions of the Majority Beneficiaries, all Beneficiaries or certain Beneficiaries, including any amendment, waiver or release which would:
		(a)	discharge or release any guarantee or Security Interest existing for the benefit of a Beneficiary, without the consent of that Beneficiary, other than to permit a transaction which complies with the Finance Documents; or
		(b)	affect the rights of a Beneficiary in the Security or sharing of the proceeds of the enforcement of Security, without that Beneficiary’s consent.
45	Deemed Consent	If a Lender (under the Syndicated Facility Agreement) or a Beneficiary (under the Security Trust Deed) fails to vote within any reasonable period of time specified by the Facility Agent or the Security Trustee (as applicable) (or if no period of time is so specified, being 10 Business Days after the date that the Lender or Beneficiary has been provided with all information necessary (in the reasonable opinion of the Facility Agent or Security Trustee) to make the relevant decision), that Lender’s or Beneficiary’s voting exposure shall not be included when considering whether the approval of the required Lenders or Beneficiaries has been obtained in respect of that amendment or waiver.
		This does not apply (in the case of the Syndicated Facility Agreement) to matters set out in Item 44 (“Amendments, waivers etc.) which relate to any conditions precedent or condition subsequent, matters where the relevant Lender’s Commitment is being extended or redenominated, changes in Margins or fees, or an amount which is owing to the relevant Lender is proposed to be reduced, deferred or redenominated or (in the case of the Security Trust Deed) the discharge or release of any guarantee or Security Interest or the rights of a Beneficiary in the Security or sharing of the proceeds of the enforcement of Security or any change to a requirement that all Lenders’ consent is required under Item 44 (“Amendments, waivers etc.”).
46	Replacement of Lenders	In the event that a Lender:
		(a)	is a Defaulting Lender;
		(b)	is affected by illegality;
		(c)	seeks to charge any amount pursuant to increased cost or tax gross up provisions of the Finance Documents or is affected by a market disruption event; or
		(d)	is a Non Consenting Lender;
		the Borrower may elect (but is not obliged), on 10 Business Days’ prior written notice to the Facility Agent and such Lender:
				(1)	to require the transfer of such Lender’s participation (and such Lender shall transfer) at par to a person selected by the Borrower which meets the requirements of a Qualifying Transferee. Such transfer shall be effected within 90 days of the Borrower giving notice to the relevant Lender (or such other period agreed between the Borrower and the relevant Lender subject to any applicable grace period permitted by law where the relevant Lender is affected by illegality); or
				(2)	to prepay such Lender’s participation at par (including by providing cash cover in respect of any letters of credit issued by the Lender which remain outstanding). Such payment must be made on the next Interest Payment Date (or such other date agreed between the Borrower and the relevant Lender subject to any applicable grace period permitted by law where the relevant Lender is affected by illegality).

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		If the Borrower exercises its rights under this Item 46, it shall pay all accrued and unpaid interest and all other amounts owing to that Lender under the Finance Documents (if any) up to the date of transfer or repayment (including any break costs should the substitution or repayment occur on a date other than an Interest Payment Date).
		No Lender will have any obligation to find a replacement Lender for any such Lender. This provision shall not enable the Facility Agent acting in such capacity to be replaced.
		Any substitution of a Lender is subject to KYC checks conducted by the transferee.
47	Assignment and Transfer	(a)	Subject to Item 54 (“Resignation of Obligors”), an Obligor may not assign or transfer any of its rights and obligations under the Finance Documents without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders).
		(b)	Prior to Financial Close, a Lender may not assign or transfer any of its rights and obligations under the Finance Documents without the prior written consent of the Borrower.
		(c)	Following Financial Close, Borrower consent to a Lender assigning or transferring any of its rights and obligations under the Finance Documents is required other than where:
			(i)	the assignment or transfer is to another existing Lender or its Affiliate as long as that Affiliate is not a Distressed Debt Fund or a competitor of the GWA Group;
			(ii)	the assignment or transfer is to a securitisation or funding vehicle of the Lender and that Lender remains the lender of record and retains all voting rights;
			(iii)	the proposed Lender is an Approved Lender; or
			(iv)	subject to sub-paragraph (e), an Event of Default is subsisting.
		(d)	Where Borrower consent is required, consent must not unreasonably be withheld or delayed and is deemed to have been given upon the expiry of 10 Business Days.
		(e)	A Lender may not assign or transfer or otherwise enter into any arrangement or deal with all or any part of its rights and obligations under the Finance Documents to any Distressed Debt Fund or to a competitor of the GWA Group unless:
			(i)	an Event of Default subsists under clause 1.1(a) (non-payment) or because an Obligor becomes Insolvent;
			(ii)	an Event of Default under clause 1.1(b) (Financial Covenants) of Schedule 5 (Events of Default) subsists (which is not cured in accordance with Item 35 (“Equity Cure”)); or
			(iii)	any other Event of Default under Schedule 5 (Events of Default) has subsisted for at least 30 days (or, if earlier, the date that a Facility is accelerated).
		(f)	Unless a Lender is assigning or transferring its drawn and undrawn Commitments in the Facilities in full, each Lender must maintain a minimum aggregate hold of A$25 million across the Facilities at all times. This minimum hold condition to assignment or transfer does not apply if an Event of Default is subsisting.

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		(g)	If a Lender assigns or transfers any of its rights or obligations, the assignee or transferee shall only be entitled to receive payments under the tax gross-up provision or the increased costs provision to the extent that the assignor or transferor would have been entitled had the assignment or transfer not occurred.
		(h)	In the case of Tranche B:
			(i)	prior to the end of its Availability Period, the Lender will only be permitted to transfer its rights and obligations and will not be permitted to assign their rights.
			(ii)	the Lender must transfer its rights and obligations in full (and not in part).
		(i)	No assignment or transfer is permitted to any person that is subject to any sanction by any governmental or intergovernmental organisation (including the OECD) or (in either case) is controlled by any such person.
	HEDGING
48	Hedge Counterparty Rights to break	A Hedge Counterparty may only exercise any right to terminate or close-out a hedging transaction under a Hedge Agreement before its stated maturity if:
		(a)	an Event of Default is subsisting and the Security Trustee or the Facility Agent has been instructed in accordance with the Finance Documents to accelerate the Secured Money;
		(b)	an Event of Default by the Borrower under Section 5(a)(i) (“Failure to pay or deliver”) of an ISDA Master Agreement with a Hedge Counterparty is subsisting and that Event of Default has not been remedied within 10 Business Days of the date on which the relevant Hedge Counterparty notifies the Security Trustee of the occurrence of that Event of Default;
		(c)	subject to Item 49 (“Assignment of rights and novation of obligations of Affected Hedge Agreements”), an event or circumstance which constitutes:
			(i)	an Illegality (as defined in the relevant Hedge Agreement);
			(ii)	a Tax Event or Tax Event Upon Merger (in each case, as defined in the relevant Hedge Agreement); or
			(iii)	a Force Majeure Event (as defined in the relevant Hedge Agreement),
			occurs in respect of which the Hedge Counterparty is the “Affected Party”;
		(d)	subject to Item 46 (“Replacement of Lenders”) and Item 49 (“Assignment of rights and novation of obligations of Affected Hedge Agreements”), the Hedge Counterparty is a Lender or an Affiliate of a Lender and (i) (other than in the case of a Defaulting Lender) the Borrower has elected to exercise its rights under the Finance Documents to procure the replacement of that Lender either by the transfer of all rights and obligations of that Lender or the prepayment and/or cancellation of the commitments of that Lender; (ii) the Borrower has elected to undertake a refinancing of one or more Facilities and that Lender has ceased to be a Lender as a result of the refinancing or (iii) the Borrower has repaid or prepaid a Facility and as a result that Lender has ceased to be a Lender;
		(e)	an Event of Default is subsisting or a Hedge Counterparty would otherwise be able to terminate the relevant Hedge

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			Agreement in accordance with the terms of that Hedge Agreement, and the Security Trustee instructs the Hedge Counterparty to terminate the hedging transactions under its relevant Hedge Agreement; or
		(f)	an Event of Default has occurred under clause 1.1(f) (insolvency and enforcement) of schedule 5 (Events of Default) in relation to an Obligor.
		If a Lender elects to exercise its rights under the Finance Documents to assign or transfer all or part of its rights or rights and obligations in the capacity as a Lender, this will not give rise to a right to terminate or close-out hedging transactions under a Hedge Agreement to which that Lender (or its Affiliate) is a party before its stated maturity.
		If any event under paragraphs (a) to (d) or paragraph (f) occurs and the relevant Hedge Counterparty elects to exercise its right to terminate or close out any hedging transactions under a Hedge Agreement before its stated maturity (those transactions being the “Relevant Hedging Transactions”), it must give prior written notice to the Borrower and the Security Trustee that it has elected to terminate or close out the Relevant Hedging Transactions (a “Swap Termination Notice”).
		Each interest rate Hedge Agreement will include provisions to ensure that if a Hedge Counterparty is no longer a Lender (or its Affiliate is no longer a Lender) and therefore has ceased to be a party to the Syndicated Facility Agreement, then that Hedge Counterparty will still obtain the benefit of information undertakings from the Borrower (equivalent to those in the Syndicated Facility Agreement).
		The parties agree that the standard events of default and termination events under the ISDA Master Agreement will only apply at the end of the facility period (howsoever defined in the interest rate Hedge Agreement). During the facility period (howsoever defined in the interest rate Hedge Agreement), the Hedge Counterparties recognise that their right to exercise any right to terminate or close out any interest rate swap transaction pursuant to an interest rate Hedge Agreement will be subject to the restrictions on termination above.
		If any event under this Item 48 arises and the relevant Hedge Counterparty wishes to novate one or more Relevant Hedging Transactions to a replacement hedge counterparty rather than terminate or close-out the Relevant Hedging Transactions, the Borrower will, in connection with that novation, cooperate with the Hedge Counterparty and proposed new counterparty.
49	Assignment of rights and novation of obligations under Affected Hedge Agreements	(a)	If paragraph (c) or paragraph (d) of Item 48 (“Hedge Counterparty Rights to break”) applies (a “Hedge Agreement Novation Trigger Event”) and the relevant Hedge Counterparty (the “Affected Hedge Counterparty”) has notified the Borrower in writing and in accordance any applicable requirements in the Finance Documents that it wishes to exercise its right to terminate or close out the Relevant Hedging Transactions, the Borrower may, by written notice to the Affected Hedge Counterparty (a “Hedge Novation Request”), request that the Affected Hedge Counterparty novate one or more Relevant Hedging Transactions to a replacement hedge counterparty nominated by the Borrower (which meets the GWI Minimum Hedge Requirements) (a “Replacement Hedge Counterparty”).
		(b)	The Affected Hedge Counterparty and the Borrower must co- operate and otherwise act in good faith in connection with any Hedge Novation Request and use its reasonable

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		endeavours to novate the Relevant Hedging Transactions to the Replacement Hedge Counterparty on reasonable commercial terms on the basis of that Hedge Novation Request, subject to:
		(i)	the Affected Hedge Counterparty (and its Affiliates) having no residual exposure or obligations in respect of the Relevant Hedging Transactions under the Finance Documents following the novation;
		(ii)	the Replacement Hedge Counterparty satisfying the Affected Hedge Counterparty’s KYC requirements;
		(iii)	the novation of the Relevant Hedging Transactions being on terms (including as to documentation and pricing) which are satisfactory to the Affected Hedge Counterparty (acting reasonably);
		(iv)	any exposure limitations or restrictions (including insufficient or unacceptable documentation or the application of credit support arrangements or internal policies) applying to the Affected Hedge Counterparty with respect to the Replacement Hedge Counterparty not being exceeded as a result of the novation; and
		(v)	the Replacement Hedge Counterparty having in place, or agreeing to enter into (as applicable):
			i)	documentation substantially in the form of the Affected Hedge Agreements to govern the novated Relevant Hedging Transactions; and
			ii)	all necessary documentation (such as an ISDA Novation Agreement and relevant swap confirmations) to give effect to the novation of the Relevant Hedging Transactions.
	(c)	If the Borrower:
		(i)	does not issue a Hedge Novation Request; or
		(ii)	has issued a Hedge Novation Request but is unable to effect a novation with respect to all the Relevant Hedging Transactions in accordance with (b) above,
		in each case within 20 Business Days of the date on which the Affected Hedge Counterparty has given notice to the Borrower under (a) above, then:
		(iii)	an “Additional Termination Event” under the relevant Affected Hedge Agreements will be deemed to have occurred; and
		(iv)	at that time, the Affected Hedge Counterparty may designate an “Early Termination Date” under the Affected Hedge Agreements and calculate the close-out amount in accordance with the terms of the Affected Hedge Agreement on the basis that the Borrower is the sole “Affected Party” under the Affected Hedge Agreement.
	(d)	Each Replacement Hedge Counterparty must, at the same time as it executes all relevant documentation pursuant to sub-paragraph (b)(v), also execute and deliver to the Security Trustee an accession deed to the Security Trust Deed and specify as “Finance Documents” (for the purposes of the Security Trust Deed) the relevant documentation entered into in order to effect the novation of the Relevant Hedging Transactions.
	(e)	The Security Trustee and each other Beneficiary under the Security Trust Deed acknowledges and agrees that the

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			Affected Hedge Counterparty will not cease to be a Beneficiary under the Security Trust Deed until the relevant Replacement Hedge Counterparty duly accedes as a Beneficiary under the Security Trust Deed and the Affected Hedge Counterparty is deemed to be a retired Beneficiary under the Security Trust Deed, in each case in accordance with the terms of this document.
		(f)	The Borrower will pay the costs (which, if paragraph (c) of Item 48 (“Hedge Counterparty Rights to break”) applies, must be reasonable) of the Affected Hedge Counterparty in connection with a novation under this clause.
50	Borrower right to require swap to be novated or right to break	If the Hedge Counterparty is a Lender (or a Lender’s Affiliate) and the Borrower has elected to undertake a refinancing of one or more Facilities and that Hedge Counterparty (or its Affiliate) has ceased to be a Lender as a result of the refinancing, the Borrower will have the right to:
		(a)	request that the Hedge Counterparty novate one or more hedging transactions to a replacement hedge counterparty nominated by the Borrower (which meets the GWI Minimum Hedge Requirements). Such novation will be carried out within 20 Business Days of the date of the Borrower’s request and in accordance with the conditions in paragraphs (b), (d), (e) and (f) of Item 49 (“Assignment of rights and novation of obligations under Affected Hedge Agreements”); or
		(b)	terminate or close-out one or more hedging transactions under a Hedge Agreement before its stated maturity.
CERTAIN FUNDS
51	Clean-up Period	Despite any other provision, during a period commencing on the date of Financial Close and ending on the date falling 90 days after Financial Close (or in the case of any other Permitted Acquisition, beginning on the date of completion for that acquisition and ending 90 days after that date) (the “Clean-up Period”), an Event of Default under clauses 1.1(c) (non-compliance with obligations) or 1.1(d) (misrepresentation) of schedule 5 (Events of Default) (other than any Major Default or in respect of a Major Representation under those clauses) with respect to an Obligor will be taken not to be an Event of Default if:
		(a)	it is capable of remedy (or its effects are capable of being overcome) before the end of the Clean-up Period and the Obligors are diligently pursuing that remedy;
		(b)	it does not entitle the Vendor to exercise its rights to suspend or terminate the Share Sale Agreement (or the Vendor has agreed in writing that it will not exercise such rights);
		(c)	it was not known to any Obligor at Financial Close and has not been approved or procured by any Obligor;
		(d)	in the case of a Clean-up Period triggered by a Permitted Acquisition, the relevant Event of Default would not have occurred if that Permitted Acquisition had not been made; and
		(e)	would not have a Material Adverse Effect.

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		If the relevant circumstances are continuing after the last day of the Clean-up Period there will be an Event of Default despite the above (and without prejudice to the rights and remedies of the Lenders).
		The Borrower must promptly notify the Facility Agent of any events or circumstance that would have constituted an Event of Default but for this provision.
52	Certain Funds Period	Certain Funds Period has the meaning given in the Mandate, Commitment and Fee Letter.
		To provide certainty that the Obligors will be able to meet their obligations under the Transaction Documents and to ensure that there are sufficient funds available to achieve Completion, subject to the terms of the Mandate, Commitment and Fee Letter, the Initial Lenders agree that, during the Certain Funds Period, no Initial Lender may, in relation to the Facilities:
		(a)	refuse to make a loan under the Term Loan Facilities;
		(b)	cancel any commitment under the Term Loan Facilities;
		(c)	refuse to execute any interest rate hedging required in accordance with the Finance Documents in a notional amount up to its commitment to provide such hedging;
		(d)	refuse to issue a letter of credit, bank guarantee or other instrument under Tranche B at the request of the Borrower where it is required to be issued in order to replace any existing letter of credit, bank guarantee or other instrument issued on behalf of an Obligor to a relevant beneficiary prior to Financial Close;
		(e)	exercise any right of rescission or similar right or remedy or accelerate repayment of a loan;
		(f)	enforce any Security; or
		(g)	exercise any right of set off (other than any hedge netting),
		unless there is a Certain Funds Event subsisting.
53	Certain Funds Events	The following events will constitute a Certain Funds Event:
		(a)	the Conditions Precedent to first Utilisation in Part B of schedule 2 or the Conditions Precedent to all Utilisations in Part C of schedule 2 (Conditions Precedent and Conditions Subsequent) (except that a drawdown notice delivered during the Certain Funds Period will, in respect of confirmations given by the Borrower that no Default or misrepresentation is subsisting at the time of delivery of the drawdown notice, only require confirmation in respect of the Major Representations and the Major Defaults and nothing else) have not been satisfied or waived;
		(b)	a Major Default is subsisting;
		(c)	a Major Representation of an Obligor is not true and correct in all material respects; or
		(d)	it is unlawful for the Lenders to perform any of their obligations in respect of the Facilities (for the avoidance of doubt, the Lenders remain liable to perform those obligations that are not unlawful).
GENERAL
54	Resignation of Obligors	The Borrower may request that an Obligor (other than itself or Hold Co) ceases to be an Obligor by delivering to the Facility Agent a duly completed and executed resignation letter.

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		Provided that:
		(a)	there is no Default or Review Event subsisting or would result from that person ceasing to be an Obligor;
		(b)	there is no payment due from that Obligor under the Finance Documents; and
		(c)	following the Obligor’s release, the conditions in clause 1.3(l) (Additional Obligor /Obligor Coverage Test) of schedule 4 (Undertakings) will continue to be satisfied,
		the Facility Agent will accept and countersign the resignation letter for that Obligor. Any person which ceases to be an Obligor will also cease to be a Security Provider under the Security Trust Deed and the Security Trustee will execute a release deed in respect of any Security provided by that retiring Obligor and make any necessary PPSA filings to remove that security interest from the PPS Register.
55	Guarantee and indemnity	The Security Trust Deed will contain a guarantee and indemnity on usual terms given by each Guarantor in favour of the Beneficiaries in relation to repayment of the Secured Money.
		If GWA (North) becomes a Guarantor, the guarantee provided by GWA (North) will be limited as described in Item 3 (“Security Providers and Guarantors”).
56	Withholding Tax	The Facilities shall be offered and issued so that they are s128F compliant.
57	Market Disruption	The Finance Documents will contain a market disruption provision on APLMA standard terms. A market disruption event will occur if the Facility Agent receives notifications from more than 2 Lenders whose participation in the relevant loan exceeds 40% of that loan.
58	FATCA	The Borrower will withhold and will not gross up for any FATCA tax or withholding applicable on payments under the Facilities. The Facility Agent will withhold and will not gross up for FATCA or withholding applicable on payments under the Facilities. The Obligors will not be liable to any Finance Party in respect of amounts required to be withheld by any Obligor or a Finance Party in respect of FATCA or withholding.
59	Miscellaneous Provisions	The Finance Documents will contain provisions usual for facilities of this nature based, where appropriate, on APLMA standard terms, including in relation to:
		(a)	illegality;
		(b)	tax gross up and indemnity;
		(c)	currency indemnity;
		(d)	set-off;
		(e)	administration and agency arrangements;
		(f)	PPSA;
		(g)	increased costs (other than with respect to implementation of Basel II and regulations pursuant to Basel II (but excluding any amendment arising out of Basel III));
		(h)	customary letter of credit/bank guarantee provisions (including indemnities), including LC renewal provisions;

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		(i)	Bail-in provisions;
		(j)	privacy;
		(k)	anti-money laundering and sanctions; and
		(l)	jurisdiction.
60	Confidentiality	All information provided to the Beneficiaries by the Obligors is confidential.
		The Syndicated Facility Agreement will contain the usual confidentiality provisions allowing for disclosure only in certain specified circumstances.
61	Governing Law	The laws of New South Wales.
62	“subsisting” or “continuing” Event of Default	An Event of Default subsists until it has been waived in writing by the Facility Agent, or cured to the satisfaction of the Facility Agent.

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Schedule 1 Definitions

These meanings apply unless the contrary intention appears:

A$ and $ means the lawful currency of the Commonwealth of Australia.

AARC means AustralAsia Railway Corporation (ABN 43 839 400 411).

Accounting Principles means accounting principles and practices applying by law or otherwise generally accepted in Australia and the United States consistently applied, including Australian Accounting Standards (developed and maintained by the Australian Accounting Standards Board) and US GAAP.

Affected Hedge Agreement means a Hedge Agreement between the Borrower and an Affected Hedge Counterparty.

Affected Hedge Counterparty has the meaning given in Item 49 (Assignment of rights and novation of obligations under Affected Hedge Agreements).

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding company of that person or any other subsidiary of that Holding Company.

Approved Lender means each entity listed in Schedule 8 (“Approved Lenders”).

AustralAsia Railway Project Concession Deed means the concession deed between AARC, The Northern Territory of Australia, The Crown in the right of the State of South Australia and GWA (North) (as amended and restated on 1 December 2010).

Authorisation means:

(a) any consent, authorisation, registration, filing, lodgement, agreement, notarisation, certificate, permission, licence, approval, authority or exemption from, by or with a Government Agency;

(b) in relation to anything which will be fully or partly prohibited or restricted by law if a Government Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

Authorised Officer means:

(a) in relation to an Obligor, a director or secretary of the Obligor and each person appointed as an “Authorised Officer” of the Obligor by notice to the Facility Agent or the Security Trustee (as applicable) (that notice being accompanied by a certified copy of the signature of the appointee), whose identity has been verified to the satisfaction of each Beneficiary in order to manage its KYC and whose appointment has not, prior to that time, been revoked by the Obligor by notice to the Facility Agent or the Security Trustee (as applicable); or

(b) in relation to a Beneficiary, a director or secretary or any person who purports to be a “manager”, “head”, “counsel”, “chief”, “executive”, “director”, “president” or “vice president” (or a person performing, or purporting to perform, the functions of any of them) of that party, at that time.

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Available Commitment means, for a Lender, its Commitment less its proportion of the total outstanding principal amount of all drawdowns under the applicable Facility.

Bank Base Case Financial Model means the financial model agreed between the Borrower and the Lenders as a condition precedent to Financial Close.

Beneficiary has the meaning given in Item 10 (Beneficiaries).

Business Day means a day (not being a Saturday, Sunday or public holiday in that place) on which banks are open for general banking business in Sydney and Melbourne.

Calculation Date means in each calendar year, the last day of each Quarter. The first Calculation Date will be 30 June 2017 or such earlier Quarter end date as notified by the Borrower to the Facility Agent.

Calculation Period means, in respect of each Calculation Date, the 12 month period ending on that Calculation Date, other than where the period from Financial Close to that Calculation Date is less than 12 months, where it means the period determined in accordance with Item 30 (“Financial Covenants”).

Cash Sweep Event will exist if, on any two consecutive Calculation Dates, a Lock-Up Event exists.

CFADS means, for a Calculation Period ending on a Calculation Date (without double-counting):

(a) EBITDA; plus or minus

(b) negative or positive movements in working capital of the GWA Group; less

(c) Operating Expenses (excluding costs, expenses and losses excluded from the calculation of EBITDA); less

(d) expenditure on Growth Capex to the extent not funded from:

(i) Permitted Financial Indebtedness;

(ii) equity contributions; or

(iii) any amount that was available in a previous period to pay a Distribution but which has been retained and not distributed; less

(e) Taxes paid in cash by the GWA Group (net of rebates, refunds or credits for Taxes received by the GWA Group) for that period,

in each case, for that Calculation Period.

Change of Control Review Event has the meaning given in Item 41 (Review Event).

Code means the US Internal Revenue Code of 1986.

Commitment means, in respect of a Lender, the commitment of that Lender as set out in the Syndicated Facility Agreement at the date of the Syndicated Facility Agreement, as reduced, cancelled or substituted in accordance with the terms of the Finance Documents.

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Compliance Certificate has the meaning given in Item 34 (Compliance Certificate).

Concession Document means:

(a) each SA Ground Lease; and

(b) the AustralAsia Railway Project Concession Deed.

Contested Tax means a Tax payable by an Obligor where that Obligor:

(a) in good faith and in accordance with proper procedures, is contesting its liability to pay that Tax;

(b) is not required by applicable law to pay that Tax before contesting its liability to pay the Tax; and

(c) in respect of which it has made appropriate provisions (if any) having regard to Accounting Principles and for which it has set aside equivalent reserves.

Controller has the meaning given in the Corporations Act.

Completion has the meaning given in the Share Sale Agreement.

Core Business means the freight rail, transport, logistics and rail infrastructure operation and maintenance businesses operated by the GWA Group, including:

(a) the rail freight and rail infrastructure business in South Australia known as “SA Rail” which is the subject of the SA Ground Leases;

(b) the rail freight and rail infrastructure business between Adelaide and Darwin which is the subject of the AustralAsia Railway Project Concession Deed;

(c) to the extent not already included in paragraphs (a) or (b) above, the rail freight, transport and logistics businesses operated by the GWA Group from time to time;

(d) the rail freight business operated by the Freightliner Entities; and

(e) on and from Completion, the rail freight business operated by G-Rail.

Corporation Loan means the $50 million concessional loan from AARC to GWA (North).

Corporations Act means the Corporations Act 2001 (Cth).

Costs includes costs, charges and expenses, including those incurred in connection with advisers and any legal costs on a full indemnity basis.

Debt Service means, in respect of a period (without double-counting):

(a) Interest Expense for that period; and

(b) the aggregate of all scheduled principal repayments under the Finance Documents (as defined in the Security Trust Deed) paid or payable during that period.

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Debt Service Cover Ratio or DSCR means, for a Calculation Period ending on a Calculation Date, the ratio of A:B where:

A = CFADS for that Calculation Period; and

B = Debt Service for that Calculation Period.

Default means an Event of Default or a Potential Event of Default.

Defaulting Lender means a Lender who, at any time:

(a) is adjudicated to be insolvent;

(b) repudiates or rescinds any Finance Document;

(c) fails to participate in a loan or issue a letter of credit (or to meet any claim under a letter of credit) when obliged to do so;

(d) is the subject of Bail-in action; or

(e) is wound up or has a Controller appointed to it (or any analogous process).

Designated Rolling Stock means, in relation to the Initial Obligors and G-Rail, the rolling stock of the Obligors set out in Schedule 7 (“Designated Rolling Stock”) or, in respect of any other Obligor from time to time, the rolling stock of that Obligor which is notified to the Security Trustee prior to the date on which it becomes an Obligor.

Distressed Debt Fund means any person that principally invests in distressed debt which is a hedge fund, distressed debt fund, special opportunities fund, vulture fund (or similar), a financial institution acting through a similar fund, a distressed debt (or similar) trading desk or a distressed debt (or similar) division.

Distribution means any dividend, charge, interest, payment or other distribution or repayment to or for the benefit of any holder of share capital or partnership interests in an Obligor and includes any payment in respect of any Subordinated Debt but excludes:

(a) any payment of reasonable director’s fees in any Financial Year, provided that no Default or Review Event has occurred and is continuing or will arise as a result of payment;

(b) any dividend or distributions where there has been or will simultaneously be, one or more subscriptions for new units by the applicable unitholders in the relevant trust, where the new units are subject to the Security and the subscription is for an amount at least equal to such dividend or distribution;

(c) in respect of a Financial Year, payments made pursuant to any arm’s length administrative services agreement for the provision of corporate and support services (the scope of which is consistent with agreements of that nature), including out-of-pocket expenses;

(d) any distribution by one Obligor to another Obligor; and

(e) any dividend, payment or other distribution to one or more Minority Investors (provided that the aggregate amount of such dividend, payment or other distribution does not exceed the pro rata entitlement of the Minority Investors based on percentage holding of the Minority Investors as at the date of the Syndicated Facility Agreement).

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EBITDA means, in respect of a period, the consolidated net profit of the GWA Group for that period and (without double counting):

(a) after adding back interest expense of the GWA Group in respect of the period (adjusted for the net effect of interest rate hedging transactions);

(b) after excluding any accrued interest paid or payable to any member of the GWA Group;

(c) after adding back corporate tax or tax on income or gains of the GWA Group in respect of the period;

(d) before deducting (but if deducted, after adding back) any depreciation on fixed assets and any amortisation or impairment of any assets of the GWA Group in respect of the period;

(e) after excluding costs, expenses and income resulting from any one-off, non-recurring, extraordinary, unusual or exceptional items (including significant items and abandonments);

(f) after excluding unrealised gains or losses on hedging contracts and realised gains or losses on termination of hedging contracts;

(g) after excluding amounts paid or payable in relation to any Subordinated Debt;

(h) after excluding non-cash items taken into account in calculating the consolidated net profit of the GWA Group;

(i) after excluding any transaction and one-off costs and expenses in respect of:

(i) the Transaction or the Facilities (or both) in accordance with the agreed Funds Flow Statement; or

(ii) in respect of any other Permitted Acquisition or Growth Capex (whether consummated or not) incurred by a member of the GWA Group during that period;

(j) after deducting (to the extent otherwise included) any gain against book value incurred by a member of the GWA Group on the disposal of any asset (not being a disposal made in the ordinary course of trading) during that period and before taking account of any loss or gain on any revaluation or impairment of any asset during the period;

(k) after adding back any non-cash costs related to any management incentive scheme or any other similar share or other ownership interest based employee compensation scheme of the GWA Group;

(l) after excluding any non-cash current service costs, net interest costs or actuarial gains or losses on defined benefit superannuation schemes of the GWA Group;

(m) to the extent included in net profit of the GWA Group, excluding any net profit (or loss) of any Excluded Subsidiary and any other entity which is not part of the consolidated group but including any net cash distributions actually received by the consolidated group from such entity sourced from their excess operating cashflow or other internally generated cashflow;

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(n) for Permitted Acquisitions made or Growth Capex undertaken during a period which forms part of the consolidated group, EBITDA will be adjusted to include:

(i) the actual historical earnings before interest, tax, depreciation and amortisation for the last 12 months (calculated in the same way as EBITDA) of the acquired entity; and

(ii) the pro-forma earnings before interest, tax, depreciation and amortisation attributable to the Growth Capex, provided that those adjustments are certified by the Chief Financial Officer of the Borrower and if they exceed A$10 million in aggregate, those adjustments exceeding A$10 million must also be certified by any one of the “big four” accounting firms selected by the Borrower or any third party or consultant reasonably acceptable to the Facility Agent; and

(o) where an entity, business or other asset is sold, transferred or otherwise disposed of by any GWA Group member during such period, no EBITDA generated by that entity, business or other asset will be included.

Environment includes the natural physical surroundings of mankind (whether affecting individuals or groupings of individuals) and any man-made changes to them.

Environmental Law means a provision of a law, regulation or directive issued by a Government Agency which is binding on an Obligor or its assets regulating or relating to an aspect of planning, the Environment, heritage, health or safety.

Equity Cure means an equity cure in accordance with Item 35 (Equity Cure).

Event of Default means an event or circumstance so described in Schedule 5 (Events of Default).

Excluded Collateral means any assets or rights of an Obligor under any agreement or arrangement with a third party entered into prior to the date of Financial Close (“Relevant Contract”) to the extent that the terms of the Relevant Contract would be breached or the Relevant Contract would be terminable if the Obligor granted security under or in respect of that Relevant Contract unless and until the Obligor has received consent from the relevant counterparty to the granting of such security and satisfied any other requirements pursuant to the terms of the Relevant Contract in order to grant such security, limited to those in the list of Relevant Contracts set out in Schedule 6 (“Excluded Collateral – Relevant Contracts”) to this term sheet.

Excluded Subsidiary means:

(a) each Dormant Entity referred to in Item 4 (“Dormant Entities”); and

(b) each other member of the Hold Co Group which is not an Obligor and is not required to become an Obligor in accordance with clause 1.3(l) (Additional Obligor /Obligor Coverage Test) of Schedule 4 (Undertakings).

Exposure means, at any time:

(a) in the case of the Security Trustee or the Facility Agent, the Secured Money which the Borrower or an Obligor is at that time actually or contingently liable to pay to or for the account of it (but not Secured Money payable to it for the account of any other Beneficiary or in any other capacity);

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(b) in the case of a Lender, the undrawn Commitment of that Lender plus the amount of that Lender’s participation in the total principal amount outstanding of any Loans or letter of credit which have been issued, plus any accrued but unpaid fees and interest; and

(c) in the case of a Hedge Counterparty:

(i) if any amount of the Secured Money has been accelerated following an Event of Default, or for the purposes of any indemnity required to be provided in favour of the Security Trustee under the Security Trust Deed, that Hedge Counterparty’s Realised Swap Loss (where its Hedge Agreement has been terminated) or its Potential Close-Out Amount (where its Hedge Agreement has not been terminated); or

(ii) in all other instances, nil,

in each case, at that time.

Facility means:

(a) each Term Loan Facility; and

(b) the Working Capital Facility,

in each case as described in Item 11 (Facilities).

FATCA means:

(a) sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c) any agreement under the implementation of paragraphs (a) or (b) above with the United States of America Internal Revenue Service, the United States of America government or any governmental or taxation authority in any other jurisdiction.

FATCA Application Date means:

(a) in respect of a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the United States of America), 1 July 2014;

(b) in respect of a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the United States of America), 1 January 2019; or

(c) in respect of a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this document.

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FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.

FATCA Exempt Party means a party that is entitled to receive payments free from any FATCA Deduction.

Fee Letter means any fee letter between an Obligor and a Beneficiary entered into from time to time, including the Mandate, Commitment and Fee Letter.

Finance Debt means any present or future, actual or contingent liability in connection with any:

(a) money borrowed or raised; or

(b) amount raised in connection with any note purchase facility or the issue of bonds, notes, debentures, units, loan stock or similar instruments; or

(c) reimbursement obligation or counter-indemnity with respect to a letter of credit, guarantee or similar instrument issued by a bank or financial institution;

(d) derivative transaction (and, when calculating the liability in connection with any derivative transaction, only the marked to market value is taken into account unless the derivative transaction has been terminated or closed-out, in which case the liability is the termination amount or close out amount for the derivative transaction); or

(e) redeemable share or other redeemable security where the holder has the right, or the right in certain circumstances, to require redemption before the final Maturity Date; or

(f) 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); or

(g) any Finance Lease; or

(h) obligation to deliver assets or services paid for in advance by a financier or otherwise relating to a financing transaction; or

(i) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); or

(j) amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; or

(k) any guarantee of any of the above,

but does not include an operating lease and any obligation under a lease which is classed as an operating lease to the extent such obligation becomes, as a result of any changes to the applicable Accounting Principles, a Finance Lease.

In this definition, “guarantee” includes:

(i) any guarantee, indemnity, bond, letter of credit, legally binding comfort letter or similar assurance against loss; or

(ii) any direct or indirect, actual or contingent obligation to purchase or assume any person’s liabilities, to make an investment in or

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provide financial accommodation to any person, or to purchase any person’s assets, in each case, where that obligation is assumed to assist that person to meet its liabilities; or

(iii) any other direct or indirect, actual or contingent obligation under which a person is, or may be, responsible for another person’s solvency, financial condition or liabilities.

Finance Document means:

(a) the Syndicated Facility Agreement;

(b) each Fee Letter;

(c) each Security;

(d) the Security Trust Deed;

(e) each Hedge Agreement;

(f) each Tripartite Agreement;

(g) any Subordination Agreement;

(h) any new finance document entered into in connection with incurring Refinancing Debt (on a pari passu basis with the Syndicated Facility Agreement) and which is designated as a “Finance Document” in a relevant accession deed under the Security Trust Deed;

(i) any document designated as a “Finance Document” in accordance with the Syndicated Facility Agreement or the Security Trust Deed (as the case may be); and

(j) any document that amends, supplements or replaces any of the above.

For the purposes of the Syndicated Facility Agreement, “Finance Documents” will be those documents listed above other than (e) and (h). All documents listed above will be “Finance Documents” for the purposes of the Security Trust Deed (and therefore the “Secured Moneys”) and the financial ratio definitions which test senior Finance Debt under all the Finance Documents.

Finance Lease means a lease constituting or accounted for in or in a similar way to a finance lease or a capitalised lease under the Accounting Principles and includes any hire purchase agreement.

Finance Party means, for the purposes of the Syndicated Facility Agreement:

(a) the Lenders; and

(b) the Facility Agent.

“Finance Party” refers to the finance parties under the Syndicated Facility Agreement. “Beneficiaries”, which also includes Hedge Counterparties, is the defined term that will be used in the Security Trust Deed as it relates to Secured Moneys and the beneficiaries of the Security.

Financial Accommodation includes every form of financial accommodation including, without limitation:

(a) making an advance or loan;

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(b) drawing, accepting, endorsing, discounting, collecting or paying a bill of exchange, cheque or other negotiable instrument;

(c) entering into any agreement or transaction of any kind as a result of which a debt or liability or a contingent debt or liability arises (including without limitation any Finance Lease); and

(d) forbearing to require immediate payment of any moneys owing or contingently owing on any account, for any reason whatever,

but for the avoidance of doubt does not include an operating lease.

Financial Close means the date on which all of the Finance Documents have been executed by all of the parties, and the Facility Agent has confirmed that all conditions precedent to the making of the first Utilisation under the Finance Documents have been satisfied or waived by the Facility Agent (acting on the instructions of all Lenders).

Financial Model means the Bank Base Case Financial Model, as updated from time to time.

Financial Year means each financial year of the GWA Group ending on 31 December.

Financier Consent Deed means the document so entitled to be dated on or about the date of the Rail Haulage Agreement between Glencore Coal, G Rail and the Security Trustee.

Freightliner Entity means:

(a) Freightliner Australia Pty Ltd (ABN 51 122 522 123);

(b) Freightliner Australia Coal Haulage Pty Ltd (ABN 46 137 483 713); and

(c) FLA Coal Services Pty Ltd (ABN 38 137 483 240),

and Freightliner Entities means all of them.

Fund means any unit trust, investment trust, investment company, managed account, limited partnership, general partnership, fund or other collective investment scheme, pension fund, insurance company or any other body corporate or entity.

Funds Flow Statement means the funds flow statement referred to in paragraph (m) (Funds Flow Statement) of Part B (Conditions precedent to first Utilisation) of Schedule 2 (Conditions Precedent and Conditions Subsequent), delivered by the Borrower as a condition precedent to Financial Close.

Glencore Coal means Glencore Coal Pty Ltd (ABN 18 082 271 930).

Government Agency means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self-regulatory organisation established under statute or any stock exchange.

G-Rail means Glencore Rail (NSW) Pty Ltd (ABN 11 079 546 777).

Group Structure Diagram means the group structure diagram delivered as a condition precedent to Financial Close under the Syndicated Facility Agreement as updated from time to time in accordance with the Syndicated Facility Agreement.

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Growth Capex means payment for expenditure on the acquisition, development, upgrading or significant refurbishment (including the purchase of new assets to replace obsolete assets) of equipment, machinery, fixed assets, real property (including improvements thereon) or any other capital assets (including any costs incurred in connection with that expenditure) in connection with the Core Business.

GWA means Genesee & Wyoming Australia Pty Ltd (ABN 17 079 444 296).

GWA Group means the Obligors from time to time.

GWA (North) means GWA (North) Pty Ltd (ABN 92 144 081 774).

GWA (North) Security Documents means:

(a) the fixed and floating charge dated 29 November 2010;

(b) the security trust deed dated 29 November 2010; and

(c) each real property mortgage dated on or about 29 November 2010,

in each case granted by GWA (North) in favour of GWA (as security trustee).

GWI means Genesee & Wyoming Inc.

GWI Minimum Hedge Requirements means a counterparty to a Hedge Agreement which has the following minimum credit rating at the time it enters into that Hedge Agreement:

(a) in relation to a hedging transaction which is 2 years or less in duration, at least BBB (S&P); and

(b) in relation to a hedging transaction which is longer than 2 years in duration, at least A- (S&P).

Head Company means the head company (as defined in the Tax Act) of a Tax Consolidated Group.

Hedge Agreements means an ISDA Master Agreement and Schedule (including any confirmations) entered into between the Borrower and a Hedge Counterparty.

Hedging Protocol means the hedging protocol agreed between the Borrower and each Initial Lender in the form annexed to the Mandate, Commitment and Fee Letter.

Holding Company means in relation to a company or other entity, any other company or other entity in respect of which it is a Subsidiary.

Hold Co means GWI Holdings No.2 Pty Ltd (ABN 53 132 989 998).

Hold Co Group means Hold Co and each of its Subsidiaries (other than the Dormant Entities).

Initial Lender means:

(a) Australia and New Zealand Banking Group Limited (ABN 11 005 357 522);

(b) Bank of America, N.A. Australian Branch (ABN 51 064 874 531);

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(c) BNP Paribas (ABN 23 000 000 117);

(d) Citibank, N.A. Sydney Branch (ABN 34 072 814 058);

(e) Commonwealth Bank of Australia (ABN 48 123 123 124);

(f) JPMorgan Chase Bank, N.A. (ABN 43 074 112 011);

(g) National Australia Bank Limited (ABN 12 004 044 937);

(h) Sumitomo Mitsui Banking Corporation (ARBN 114 053 459); and

(i) The Bank of Tokyo-Mitsubishi UFJ, Ltd. (ABN 75 103 418 882).

A person is Insolvent if:

(a) it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or

(b) it is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller, liquidator, provisional liquidator or administrator appointed to its property; or

(c) it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute, or dissolved, deregistered or applies to be deregistered (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the Facility Agent); or

(d) an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 14 days), resolution passed or any other action taken, in each case in connection with that person, in respect of any of (a), (b) or (c) above; or

(e) it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which the Facility Agent reasonably deduces it is so subject); or

(f) it stops payment or is otherwise unable to pay its debts when they fall due; or

(g) something having a substantially similar effect to (a) to (f) happens in connection with that person under the law of any jurisdiction.

Interest Expense means the sum of the interest, margin, guarantee fees, letter of credit fees, line fees and commitment fees paid or payable under all Finance Debt under the Finance Documents (as defined in the Security Trust Deed) less interest income and adjusted for the net effect of hedging transactions and includes interest and amounts in the nature of interest earned on cash, in accordance with the Accounting Principles, but Interest Expense does not include:

(a) establishment, upfront or underwriting fees in respect of Finance Debt, including the Facilities, any amortisation of fees or any fees, costs and expenses incurred in connection with refinancing any Finance Debt;

(b) amounts paid or payable in relation to Subordinated Debt; or

(c) any non-cash mark to market adjustments made in accordance with the Accounting Principles in respect of any permitted hedging under a Hedge Agreement.

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Interest Payment Date means:

(a) the last day of an Interest Period; or

(b) where an Interest Period is longer than 3 months:

(i) the last day of each 3 month period occurring during the Interest Period; and

(ii) the last day of the Interest Period.

Interpolated Screen Rate means, in relation to any Loan, the rate which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of the Loan; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan.

Investor means:

(a) Macquarie Group Limited;

(b) any Affiliate or Related Body Corporate of Macquarie Group Limited; and/or

(c) any Fund whose Manager is Macquarie Group Limited or any Affiliate or Related Body Corporate of Macquarie Group Limited.

Joint Venture means any form of joint venture, whether a company, unincorporated entity, undertaking, association, partnership or other similar entity in which an Obligor and a third party which is not an Obligor holds an equity, ownership or participating interest.

Leverage Ratio means, on a Calculation Date, the ratio of A:B where:

A = Net Senior Debt on a Calculation Date; and

B = EBITDA for the Calculation Period ending on that Calculation Date.

Lock-Up Event means, in respect of any Calculation Date, any of the conditions set out in Item 31 (“Distributions”) have not been satisfied.

Locked-Up Cash means, in respect of any Calculation Date where a Lock-Up Event subsists, all amounts from the Quarter ending on that Calculation Date which would otherwise have been available to pay a Distribution if the Lock-Up Event was not subsisting.

Major Authorisation means each Authorisation necessary for it to carry on any business it conducts to the extent that failure to obtain, comply with or maintain that Authorisation would be likely to have a Material Adverse Effect.

Major Default means any of the following Events of Default (as set out in Schedule 5) (Events of Default) has occurred in relation to an Obligor:

(a) a non-payment event as described in clause 1.1(a) (non-payment) of Schedule 5;

(b) an event described in clause 1.1(f) (insolvency and enforcement) of Schedule 5;

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(c) an event described in clause 1.1(g) (Rail Haulage Agreement) of Schedule 5;

(d) an event described in clause 1.1(h) (voidable, repudiation or unlawful) of Schedule 5;

(e) an event described in clause 1.1(i) (cessation of business) of Schedule 5;

(f) an event described in clause 1.1(j) (compulsory acquisition) of Schedule 5;

(g) an event described in clause 1.1(k) (material judgement) of Schedule 5; or

(h) an Event of Default has occurred under clause 1.1(c) (Non compliance with obligations) of Schedule 5 (Events of Default) because an Obligor has not complied with one of the following undertakings (as set out in Schedule 4 (Undertakings)):

(i) clause 1.3(a) (authorisations) of Schedule 4;

(ii) clause 1.4(b) (Pari passu ranking) of Schedule 4;

(iii) clause 1.5(a) (Disposal of assets) of Schedule 4;

(iv) clause 1.5(b) (Negative pledge) of Schedule 4;

(v) clause 1.5(d) (Distributions) of Schedule 4;

(vi) clause 1.5(h) (Finance Debt) of Schedule 4;

(vii) clause 1.5(i) (Financial accommodation) of Schedule 4; or

(viii) clause 1.5(j) (Acquisitions) of Schedule 4.

Major Representation means each of the following representations (as set out in Schedule 3 (Representations and warranties)):

(a) clause 1.1(a) (status) of Schedule 3;

(b) clause 1.1(b) (power) of Schedule 3;

(c) clause 1.1(c) (no contravention) of Schedule 3;

(d) clause 1.1(d) (authorisations) of Schedule 3;

(e) clause 1.1(e) (validity of obligations and ranking) of Schedule 3;

(f) clause 1.1(h) (no breach of law) of Schedule 3;

(g) clause 1.1(k) (ownership of assets) of Schedule 3;

(h) clause 1.1(l) (solvency) of Schedule 3;

(i) clause 1.1(n) (Conduct of business) of Schedule 3; and

(j) clause 1.1(p)(ii) (not a trustee and no immunity) of Schedule 3.

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Majority Beneficiaries means, at any time, those Beneficiaries whose Exposure is equal to or greater than 66.67% of the total Exposure of all Beneficiaries at that time.

Majority Lenders means, at any time, those Lenders whose Commitments are equal to or greater than 66.67% of the Total Commitments under all the Facilities at that time.

Manager means, in relation to a Fund, a professional manager or adviser of the Fund who, pursuant to a bona fide arrangement evidenced in writing, is responsible for managing investments of the Fund and who (i) makes decisions in respect of the Fund’s investments including the exercise of voting rights (discretionary) or (ii) provides recommendations to the Fund in respect of investments, including in relation to how to exercise voting rights in respect of investment (non-discretionary).

Mandate, Commitment and Fee Letter means the letter so-entitled dated on or about 14 October 2016 between the Borrower and each Initial Lender.

Marketable Securities means any shares, units or other marketable securities with rights of conversion to shares or units.

Material Adverse Effect means a material adverse effect on:

(a) the business, operation, property or condition (financial or otherwise) of the Obligors (taken as a whole);

(b) the ability of the Obligors (taken as a whole) to perform their payment obligations and other material obligations under the Finance Documents; or

(c) the legality, validity or enforceability of the whole or any material part of a Finance Document or any material rights or remedies under the Finance Documents.

Material Contract means:

(a) each Concession Document; and

(b) the Rail Haulage Agreement.

Minority Investor means any person (other than GWI or its Subsidiaries or an Investor) who, as at the date of the Syndicated Facility Agreement, holds any shares in a Freightliner Entity or any Holding Company of a Freightliner Entity.

Native Title Law means the Native Title Act 1993 (Cth), the Native Title Act 1994 (ACT), the Native Title Act 1994 (NSW), the Native Title Act 1994 (Qld) and regulations made thereunder.

Net Senior Debt means, on any date, the aggregate principal amount of Senior Finance Debt outstanding (excluding Tranche B) less an amount equal to the aggregate of:

(a) cash and cash equivalents of the GWA Group; and

(b) any mark to market hedge exposure under a Hedge Agreement,

in each case, on that date.

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New Lender means any person which becomes a Lender in accordance with Item 46 (“Replacement of Lenders”) or Item 47 (“Assignment and transfer”).

Non Consenting Lender means, in respect of any amendment, variation, waiver or release requested by the Borrower at any time which requires the unanimous consent of all Lenders under this agreement, a Lender that has not consented to the requested amendment, variation, waiver or release in circumstances where the Majority Lenders at that time have so consented. It does not include a RE Non Consenting Lender.

Operating Expenses means, in respect of any period, the aggregate consolidated operating expenses incurred by the GWA Group (including insurance premiums payable by the GWA Group and maintenance capital expenditure, but excluding Growth Capex), determined in accordance with Accounting Principles.

Permitted Acquisition means:

(a) the Transaction;

(b) acquisitions of shares, ownership interests, participating interests, securities and other investments in, or capital contributions to, Obligors;

(c) the acquisition by an Obligor of any remaining shares in the Freightliner Entities which are not, as at the date of the Syndicated Facility Agreement, held by an Obligor;

(d) assets (but not shares or ownership interests in a business) acquired in the ordinary course of day to day business that are consistent with or complementary to its Core Business;

(e) assets, shares, ownership interests or units acquired from another Obligor;

(f) an acquisition of debt securities for treasury management purposes provided that any debt security must be either cash or a debt security which is rated investment grade or higher as long as such debt security is subject to the Security upon acquisition;

(g) an acquisition that is a Permitted Joint Venture;

(h) any acquisition or transaction into which an Obligor is required to enter in order to comply with Native Title Law; or

(i) an acquisition which has been approved by the board of directors of the applicable Obligor and, if that acquisition is funded by Permitted Financial Indebtedness, that Obligor has provided evidence of such board approval to the Facility Agent and:

(i) the acquisition is of any business, undertaking or ownership interest in another entity that conducts a business consistent with or complementary to the Core Business;

(ii) no Event of Default, Review Event, Lock-Up Event or Cash Sweep Event is continuing at the time of the proposed acquisition or would arise by reason of the acquisition and the Borrower provides evidence thereof (in the form of a certificate signed by 2 directors) to the Facility Agent;

(iii) if the aggregate amount of consideration paid or payable in respect of the acquisition exceeds A$50 million, the Borrower

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has provided the Facility Agent with any due diligence reports or financial modelling prepared or commissioned by the GWA Group in relation to the acquisition (in each case on a non-reliance basis and there being no requirement that the reports or financial modelling are satisfactory to the Lenders); and

(viii) the aggregate consideration for all acquisitions referred to in this paragraph (i) of this definition until the latest Maturity Date does not exceed A$100 million (or its equivalent) in aggregate.

Permitted Disposal means:

(a) a disposal by one Obligor to another Obligor which has given a Security Interest in favour of the Security Trustee in respect of such assets;

(b) a disposal at arm’s length on ordinary commercial terms (or better) where an asset is surplus to requirements or it is no longer required for the proper and efficient operation of the Core Business;

(c) the expenditure of cash in payment for assets and services acquired in the ordinary course of its business carried on in compliance with the terms of the Finance Documents;

(d) discounting of bills in the ordinary course of business in connection with Permitted Financial Indebtedness;

(e) realisation of short term investments;

(f) a disposal being the grant of any Permitted Security Interest;

(g) a disposal of plant and equipment in exchange for other plant and equipment of comparable value and utility;

(h) a payment or distribution of cash or any other asset which is permitted under the Finance Documents;

(i) a disposal of assets required by a Concession Document;

(j) any of the following provided it is consistent with or complementary to the Core Business:

(i) a disposal constituted by a licence or sub-licence of intellectual property rights on arm’s length terms; or

(ii) a disposal constituted by way of a lease or a sub-lease of any real property on arm’s length terms;

(k) a disposal of any interest in a Permitted Joint Venture;

(l) any sale, transfer or other disposal of any interest (including by way of the grant of a lease) by GWA pursuant to the Amended and Restated Rail Haulage Agreement between GWA, OneSteel Manufacturing Pty Limited and Arrium Limited dated 17 July 2012;

(m) prior to G-Rail becoming an Obligor, any disposal by an Obligor to G-Rail provided that the asset disposed of will, on the date that G-Rail becomes an Obligor under the Syndicated Facility Agreement, form part of the Security granted by G-Rail in favour of the Security Trustee;

(n) a disposal approved by the Facility Agent (acting on the instructions of the Majority Lenders); or

(o) any other disposals (not otherwise referred to in this definition) on arm’s length terms where the total consideration for such disposals does not exceed in any Financial Year, in aggregate for all Obligors, A$10 million.

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Permitted Distribution means any Distributions made in accordance with Item 31 (“Distributions”).

Permitted Financial Accommodation means:

(a) Financial Accommodation provided by an Obligor to another Obligor;

(b) Financial Accommodation provided to allow its customers to acquire goods and services on extended terms up to a maximum of 180 days in the ordinary course of day to day business;

(c) Financial Accommodation otherwise permitted under the Finance Documents (including guarantees permitted under clause 1.5(c) (Guarantees) and the making of investments under clauses 1.5(j) (Acquisitions) and 1.5(k) (Joint Ventures) of Schedule 4 (Undertakings));

(d) deposits into a bank account held with a Beneficiary or a financial institution providing any transactional banking facilities in the course of operating such facilities or any blocked account under the Finance Documents or otherwise arising under any netting or set-off arrangement entered into by any Obligor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Obligors or otherwise arising under cash pooling or cash management arrangements;

(e) Financial Accommodation under loans which constitute a Permitted Distribution;

(f) advance payments made in respect of capital expenditure in the ordinary course of trading; or

(g) in addition to the exceptions above, where the maximum aggregate Financial Accommodation made available by the Obligors does not exceed A$10 million (or its equivalent).

Permitted Financial Indebtedness means:

(a) Finance Debt of G-Rail in existence on the date of the Syndicated Facility Agreement (other than Finance Debt which constitutes Permitted Financial Indebtedness under any other paragraph of this definition), provided it is discharged by the end of the day on which Financial Close occurs or will otherwise be discharged within the period allowed for in the Share Sale Agreement;

(b) the Corporation Loan;

(c) Finance Debt owed under the Finance Documents;

(d) any Finance Debt (on a pari passu basis with the Lenders) raised to finance an acquisition under paragraph (i) of the definition of Permitted Acquisition provided that such Finance Debt:

(i) is incurred on terms (other than as to fees and margins) no more favourable to the financiers than those set out in the Finance Documents;

(ii) does not mature prior to the date that is 6 months after the latest Maturity Date of any then-existing Term Loan Facilities;

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(e) any trade credit incurred in the ordinary course of trading (including the provision, in the ordinary course of day to day business, of deferred payment terms);

(f) any indebtedness in respect of guarantees, ancillary facilities or intercompany loans between the Obligors;

(g) any Refinancing Debt;

(h) any treasury transactions, interest rate or foreign exchange hedges permitted under a Finance Document;

(i) any Finance Debt arising under any netting or set-off arrangement entered into by any Obligor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Obligors or otherwise arising under cash pooling or cash management arrangements;

(j) any Finance Debt arising under any deferred payment arrangements in relation to the cost of acquisition of any asset in the ordinary course of business and which constitutes a Permitted Acquisition;

(k) any Finance Debt arising under any Permitted Guarantee;

(l) any Finance Debt owed by one Obligor to another Obligor;

(m) any Subordinated Debt;

(n) the Australian Obligations under (and as defined in) the U.S. Credit Agreement provided that they are discharged in full by no later than the third Business Day after Financial Close;

(o) any lease of or hire purchase arrangement for rolling stock used in the Core Business;

(p) any Finance Lease where the aggregate principal or capital amount of those agreements does not exceed A$10 million (or its equivalent) in aggregate at any time for the Obligors;

(q) Finance Debt of any person that becomes an Obligor after Financial Close (other than G-Rail) as a result of a Permitted Acquisition, but only Finance Debt existing at the time of the Permitted Acquisition and which was not incurred in contemplation thereof and which is fully discharged within 120 days of the date of completion of the Permitted Acquisition;

(r) any indebtedness incurred by an Obligor with an insurance broker in relation to the funding of insurance premia where the aggregate amount incurred in any 12 month period does not exceed A$10 million;

(s) any indebtedness (not otherwise referred to in this definition) where the total amount outstanding does not exceed A$10 million in aggregate for the Obligors; or

(t) other indebtedness incurred with the prior written consent of the Facility Agent.

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Permitted Guarantee means:

(a) any guarantee under the Finance Documents;

(b) any unsecured guarantee to support the obligations (other than Finance Debt) of an Obligor provided that such obligations are permitted under the Finance Documents;

(c) a class order guarantee in accordance with the Corporations Act where the only members of the class order are the Obligors;

(d) any guarantee in connection with Permitted Financial Indebtedness;

(e) any unsecured guarantee by an Obligor under any commercial contract entered into in the ordinary course of trading and/or any performance or similar bond guaranteeing performance by an Obligor under any contract entered into in the ordinary course of trading;

(f) the guarantee and indemnity between GWA (as guarantor) and AARC dated 19 November 2010; or

(g) any guarantee in connection with an operating lease entered into by an Obligor as permitted by the Finance Documents, including a lease of real property.

Permitted Joint Venture means any interest in a Joint Venture by an Obligor which satisfies the following conditions:

(a) the business of the Joint Venture is consistent with the Core Business, or is acquired for the purpose of developing and operating all or part of the Core Business; and

(b) no Default or Review Event is continuing or would result from the investment in or acquisition of the Joint Venture,

provided in each case under this definition, the aggregate of:

(c) the investments under this definition (by way of initial contribution, cash or otherwise) at any time in, or consideration for the acquisition of an interest in, a Joint Venture; and

(d) the market value of any assets transferred by any Obligor to any such Joint Venture (net of the market value of any assets transferred from such Joint Venture to an Obligor), in each case since Financial Close,

does not exceed A$50 million (or its equivalent) per Joint Venture or A$100 million in aggregate for all Joint Venture investments over the term of the Facilities without the Facility Agent’s prior written consent.

The thresholds referred to in this definition will not include investments in any Joint Venture which subsequently becomes wholly-owned by an Obligor and constitutes part of the Security granted by that Obligor in favour of the Security Trustee.

Permitted Security Interest means:

(a) any Security Interest existing at the time of acquisition of any asset acquired by it after the date of the Syndicated Facility Agreement and not created in contemplation of the acquisition provided that there is no increase in the amount of the principal moneys secured by that Security Interest and that Security Interest is released within 120 days after the date of the acquisition of that asset;

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(b) bankers’ liens, rights of set-off or other netting arrangements arising in respect of any Permitted Financial Indebtedness;

(c) a lien or charge arising by operation of law in the ordinary course of business;

(d) a retention of title arrangement in connection with the acquisition of goods in the ordinary course of business (which terms must require payment within 90 days);

(e) any Security Interest over cash deposits made in favour of landlords to secure performance under leases with that landlord where required under the terms of the lease;

(f) any Security Interest granted by an Obligor to another Obligor or (prior to the date it becomes an Obligor under the Syndicated Facility Agreement) G-Rail;

(g) any lien for:

(i) rates, Taxes, duties or fees of any kind payable to a Government Agency; or

(ii) money payable for work performed by suppliers, mechanics, workmen, repairmen or employees and, in each case, arising in the ordinary course of business,

either not yet due or being contested in good faith by the Obligors;

(h) any Security Interest created under a Security and any Security Interest constituted by any cash cover provided under the Finance Documents;

(i) a turnover trust under a subordination arrangement approved by the Facility Agent;

(j) any cash collateral provided to secure an indemnity obligation in respect of a bank guarantee or letter of credit the principal amount of which would be Permitted Financial Indebtedness;

(k) a Security Interest provided by one of the following transactions if the transaction does not secure payment or performance of an obligation:

(i) a transfer of an account or chattel paper;

(ii) a commercial consignment; or

(iii) a PPS Lease which is not a capital lease,

where the terms “account”, “chattel paper”, “commercial consignment” and “PPS Lease” have the respective meanings given in the PPSA;

(l) any Security Interest which secures the Australian Obligations under (and as defined in) the U.S. Credit Agreement provided that such Security Interests are released by no later than the third Business Day after Financial Close;

(m) any Security Interests granted by GWA (North) in favour of AARC under the deed entitled “Corporation’s Deed of Charge” dated 19 November 2010;

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(n) any Security Interests granted pursuant to the document entitled “Deed of Agreement to Lease and Charge” between GWA, SA Rail Pty Limited and the Minister for Transport and Urban Planning dated 7 November 1997;

(o) any Security Interest existing under a lease or hire purchase arrangement in connection with the Core Business;

(p) any cross charge granted by an Obligor in relation to, and over the assets of, a Permitted Joint Venture securing obligations to contribute to that Permitted Joint Venture or to repay the other joint venturers who contribute to the Permitted Joint Venture in circumstances where the Obligor has failed to do so;

(q) any Security Interest granted by Freightliner Australia Coal Haulage Pty Limited in favour of Glencore Australia Oil Pty Limited pursuant to the Bulk Fuel Supply Agreement dated 29 March 2013;

(r) any Security Interest granted by GWA in favour of the Minister for Transport for South Australia pursuant to an SA Ground Lease;

(s) any Security Interest granted in respect of Finance Debt raised to finance an acquisition under paragraph (i) of the definition of Permitted Acquisition;

(t) any Security Interest created or granted with the prior written consent of the Facility Agent;

(u) any other Security Interest securing Finance Debt (other than Refinancing Debt) the principal amount of which (when aggregated with the principal amount of any other Finance Debt which has the benefit of a Security Interest other than any permitted under paragraphs (a) to (t) above) does not exceed A$10 million or, other than where mandatorily preferred by law, rank in priority to the Secured Money.

Potential Event of Default means any event or circumstance which would (with the lapse of time, the giving of notice, the making of any determination under the Finance Documents, the fulfilment of any condition or any combination of any of the foregoing) be an Event of Default.

Potential Close-out Amount means the amount (if any) which would be payable by the Borrower to a Hedge Counterparty under a Hedge Agreement to which it is a party on any day if the Hedge Agreement was terminated by the Hedge Counterparty in accordance with the terms of the Security Trust Deed. The amount is to be calculated on a net basis in accordance with the relevant Hedge Agreement.

PPSA means the Personal Property Securities Act 2009 (Cth).

PPS Law means

(a) the PPSA;

(b) any regulations made at any time under the PPSA;

(c) any provision of the PPSA or regulations referred to in sub-paragraph (b); or

(d) any amendment made at any time to any other legislation as a consequence of a PPS Law referred to in sub-paragraphs (a) to (c).

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Pro Forma Subordination Agreement means the form of subordination agreement appended to the Security Trust Deed.

Prime Bank means a bank determined by the Australian Finance Markets Association (or any other person which takes over the administration of the Screen Rate for Australian dollars) as being a Prime Bank or an acceptor or issuer of bills of exchange or negotiable certificates of deposit for the purposes of calculating that Screen Rate. If the Australian Financial Markets Association or such other person ceases to make such determination, the Prime Banks shall be the Prime Banks last so appointed.

Qualifying Transferee means, in the case of the replacement of a Lender by the Borrower in accordance with paragraph (i) of Item 42 (Consequences of a Review Event) or 46 (Replacement of Lenders):

(a) another existing Lender or any Affiliate of an existing Lender so long as that Affiliate is not a Distressed Debt Fund; or

(b) another bank or financial institution which has a credit rating of at least BBB+ (Standard and Poor’s) or Baa1 (Moody’s) or is guaranteed by an entity which has that credit rating.

Quarter means each 3 month period ending on 31 March, 30 June, 30 September and 31 December.

Rail Haulage Agreement means the contract between G-Rail, Glencore Coal and Glencore plc (as Glencore Guarantor) to be entered into at Financial Close under the Share Sale Agreement.

RE Non Consenting Lender has the meaning given in Item 42 (“Consequences of a Review Event”).

RE Repayment Period means:

(a) in relation to a Change of Control Review Event, the period ending 90 days after the end of the Stand Still Period; or

(b) in relation to a RHA Review Event, the period ending 6 months after the date that the Rail Haulage Agreement is terminated.

RE Transfer Period means:

(a) in relation to a Change of Control Review Event, the period ending 90 days after the end of the Stand Still Period; or

(b) in relation to a RHA Review Event, the period ending 6 months after the date that the Rail Haulage Agreement is terminated.

Realised Swap Loss means the amount (if any) payable by the Borrower to a Hedge Counterparty under a Hedge Agreement to which it is party which has been terminated. The amount is to be calculated on a net basis in accordance with the relevant Hedge Agreement.

Reference Bank Rate means the sum of:

(a) the following rates (rounded up to the nearest fourth decimal place):

(i) the rate representing the view (if any and applied to the relevant period) which respondents to the NCDSURVEY10AM survey conducted by the Australian Financial Markets Association (or any other person which takes over the conduct of that survey) are asked to submit to the relevant conductor of the survey; or

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(ii) (if the rate referred to in paragraph (i) is not available), the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks as the mid discount rate (expressed as a yield percent to maturity) observed by the relevant Reference Bank for marketable parcels of Australian dollar denominated bank accepted bills and negotiable certificates of deposit accepted or issued by Prime Banks, and which mature on the last day of the relevant period or in the same half month period under market conventions; or

(iii) (if the rate referred to in paragraph (i) is not available and there is no observable market rate for marketable parcels of prime bank Australian dollar securities referred to in paragraph (ii) above), the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in Australian dollars in the Australian interbank market and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market sizes and for that period; and

(b) 0.05% per annum.

Reference Banks means Commonwealth Bank of Australia, National Australia Bank Limited, Australia and New Zealand Banking Group Limited and Westpac Banking Corporation or any other leading banks in the Australian bank bill market as may be appointed by the Facility Agent in consultation with the Borrower.

Refinancing Debt means new financial accommodation incurred by the Borrower upon a refinancing (in whole or in part) of any existing financial accommodation provided to the Borrower where (except in the case of a full refinancing of the Facilities) the principal amount of the financial accommodation to be incurred by the Borrower is no greater in aggregate than the level of financial accommodation provided to the Borrower immediately prior to the refinancing (excluding any fees, costs, expenses (including break fees and swap close-out costs, to the extent applicable) in connection with that refinancing) and which is incurred in accordance with Item 37 (Refinancing Debt).

Related Body Corporate has the meaning given in the Corporations Act.

Review Event means:

(a) a Change of Control Review Event; or

(b) a RHA Review Event.

RHA Prepayment Amount means:

(a) (where the Rail Haulage Agreement is terminated) the amount (if any and not exceeding the RHA Termination Payment that is received upon termination) that, at the time the Rail Haulage Agreement is terminated is the higher of:

(i) the amount which would be required to be applied by the Borrower in mandatory prepayment of the Term Loan Facilities in accordance with Item 22 (“Application of Mandatory

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Prepayments”) in order to ensure that, on a pro-forma basis following termination of the Rail Haulage Agreement, the DSCR and the Leverage Ratio are each at the same level as shown in the most recent Compliance Certificate delivered to the Facility Agent prior to the termination of the Rail Haulage Agreement; and

(ii) the amount which would be required to be applied by the Borrower in mandatory prepayment of the Term Loan Facilities in accordance with Item 22 (“Application of Mandatory Prepayments”) in order to ensure that, on a pro-forma basis following termination of the Rail Haulage Agreement (and excluding any portion of the RHA Termination Payment not applied in mandatory prepayment), the Leverage Ratio is less than or equal to 2.50:1; or

(b) (where Glencore Coal terminates the Services (in whole or part) in respect of NTK affected by GRail FM under clause 35.3 (“Partial termination for GRail FM”) of the Rail Haulage Agreement) the amount (if any and not exceeding the aggregate RHA Termination Payment received by GRail pursuant to the Rail Haulage Agreement at that time in connection with the termination of Services) which would be required to be applied by the Borrower in mandatory prepayment of the Term Loan Facilities in accordance with Item 22 (“Application of Mandatory Prepayments”) in order to ensure that, on the basis of the aggregate reduction at that time in TOP NTK (Annual) for each of the remaining Contract Years of the Term as a result of Glencore Coal terminating the Services from time to time, the Leverage Ratio (on a pro-forma basis and excluding any portion of the RHA Termination Payment not applied in mandatory prepayment) is as set out in the table below:

Aggregate reduction in TOP NTK (Annual) for each of the remaining Contract Years of the Term	Leverage Ratio
10-19%	Less than or equal to 3.85:1
20-29%	Less than or equal to 3.70:1
30-39%	Less than or equal to 3.55:1
40-49%	Less than or equal to 3.40:1
50-59%	Less than or equal to 3.25:1
60-69%	Less than or equal to 3.10:1
70-79%	Less than or equal to 2.95:1
80-89%	Less than or equal to 2.80:1
90-99%	Less than or equal to 2.65:1
100%	Less than or equal to 2.50:1

Defined terms used in this paragraph (b) not otherwise defined in this document have the meaning given in the Rail Haulage Agreement.

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RHA Review Event has the meaning given in Item 41 (Review Event).

RHA Termination Payment means a Termination Payment payable pursuant to (and calculated in accordance with) clause 35.4 (“Termination Payment”) of the Rail Haulage Agreement.

SA Ground Lease means:

(a) the Memorandum of Lease between the Minister for Transport for the State of South Australia and GWA dated 3 August 2007; and

(b) the Memorandum of Lease between the Minister for Transport and Infrastructure for the State of South Australia and GWA dated 24 November 2011.

Screen Rate means:

(a) the Australian Bank Bill Swap Reference Rate (Bid) administered by the Australian Financial Markets Association (or any other person which takes over the administration of that rate) for the relevant period displayed on page BBSY of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate). If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower; or

(b) if the rate described in sub-paragraph (a) above is not available, the sum of:

(i) the Australian Bank Bill Swap Reference Rate administered by the Australian Financial Markets Association (or any other person which takes over the administration of that rate) for the relevant period displayed on page BBSW of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate). If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower; and

(ii) 0.05% per annum.

Secured Property means any property the subject of a Security Interest under a Security.

Secured Money means all debts and monetary liabilities which an Obligor (whether alone or with another person) is or at any time may become actually or contingently liable to pay to or for the account of a Beneficiary (whether alone or with another person) for any reason whatsoever under or in connection with a Finance Document and in any capacity irrespective of whether the debts or liabilities:

(a) are present or future;

(b) are actual, prospective, contingent or otherwise;

(c) are at any time ascertained or unascertained;

(d) are owed or incurred by or on account of any Obligor alone, or severally or jointly with any other person;

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(e) are owed to or incurred for the account of the Lender alone, or severally or jointly with any other person;

(f) are owed to any other person as agent (whether disclosed or not) for or on behalf of a Beneficiary;

(g) are owed or incurred as principal, interest, fees, charges, Taxes, damages (whether for breach of contract or tort or incurred on any other ground), losses, costs or expenses, or on any other account;

(h) are owed to or incurred for the account of a Beneficiary directly or as a result of:

(i) the assignment or transfer to a Beneficiary of any debt or liability of any Obligor (whether by way of assignment, transfer or otherwise); or

(ii) any other dealing with any such debt or liability;

(i) are owed to or incurred for the account of a Beneficiary before the date of the Finance Documents or before the date of any assignment under the Finance Documents to a Beneficiary by any other person or otherwise; or

(j) comprise any combination of the above.

It includes money by way of principal, interest, fees, costs, indemnities, charges, duties or expenses or payment of liquidated or unliquidated damages under or in connection with a Finance Document, or as a result of a breach of or default under or in connection with a Finance Document.

Where an Obligor would have been liable but for its liquidation, it will be taken still to be liable.

Security means:

(a) the general security agreement granted by each Obligor dated on or about the date of the Security Trust Deed (other than G-Rail and GWA (North)) in favour of the Security Trustee over all of its assets and undertakings (other than Excluded Collateral but including any Designated Rolling Stock of the security providers);

(b) following satisfaction of the conditions subsequent in Part D of Schedule 2 (Conditions Precedent and Conditions Subsequent) in relation to G-Rail, the general security agreement granted by G-Rail in favour of the Security Trustee over all of its assets and undertakings (other than Excluded Collateral but including any Designated Rolling Stock of G-Rail);

(c) each general security agreement granted in favour of the Security Trustee over all of its assets and undertakings (other than Excluded Collateral but including any Designated Rolling Stock of that security provider), granted by any person which becomes an Obligor in accordance with clause 1.3(l) (Additional Obligor /Obligor Coverage Test) of schedule 4 (Undertakings);

(d) the real property mortgage granted by GWA in favour of the Security Trustee in respect of its freehold interest in the Alice Springs Freight Terminal (Lot 10459 Town of Alice Springs); and

(e) each other document the Security Trustee and the Borrower agree is a Security.

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Security Interest means:

(a) a “security interest” under the PPSA or a mortgage, charge, pledge, lien or other security interest securing any obligation of any person;

(b) any title retention arrangement;

(c) any right, interest, agreement, notice or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts or not repayable in certain circumstances;

(d) any third party right or interest or any right arising as a consequence of the enforcement of a judgment; or

(e) any other agreement, notice or arrangement having a similar effect, or any agreement or arrangement to create any of them or allow them to exist.

Senior Finance Debt means all debts and monetary liabilities of the Obligors that constitute Finance Debt under the Finance Documents (as defined in the Security Trust Deed) but excluding Subordinated Debt and any contingent exposures under all bank guarantees, letters of credit, performance bonds and like instruments on issue to third parties.

Share Sale Agreement means the share sale agreement between the Vendor (as seller) and the Borrower (as purchaser) in respect of the shares in G-Rail.

Stand Still Period has the meaning given in Item 42 (“Consequences of a Review Event”).

Subordinated Debt means financial accommodation (including shareholder and intercompany loans and unsecured third party financial accommodation) provided to an Obligor, payment of which is subordinated to the Secured Money on the terms of a Subordination Agreement and which must not mature prior to the final Maturity Date. In respect of any Subordinated Debt provided by an Obligor to another Obligor (and whose rights in relation to the Subordinated Debt are secured in favour of the Security Trustee), the provider of that Subordinated Debt will not be required to execute a Subordination Agreement.

Subordination Agreement means:

(a) a Pro Forma Subordination Agreement; or

(b) any other priority agreement for the subordination of the Subordinated Debt on terms acceptable to the Security Trustee.

Subsidiary of an entity means another entity which:

(a) is a subsidiary of the first entity within the meaning of the Corporations Act; or

(b) is part of the consolidated entity constituted by the first entity and the entities it is required to include in the consolidated financial statements it prepares, or would be if the first entity was required to prepare consolidated financial statements.

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A trust or partnership may be a subsidiary (and an entity may be a subsidiary of a trust or partnership) if it would have been a subsidiary under this definition if that trust or partnership were a corporation. For these purposes, a unit or other beneficial interest in a trust or a partnership interest (as applicable) is to be regarded as a share.

Tax Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth), as the context requires.

Tax Consolidated Group means a Consolidated Group or an MEC Group as defined in the Tax Act.

Tax Funding Arrangement means any tax funding arrangement to which each member of the Tax Consolidated Group is a party and which includes:

(a) reasonably appropriate arrangements for the funding of tax payments having regard to the position of each member of the Tax Consolidated Group;

(b) an undertaking from the Head Company to compensate each member of the Tax Consolidated Group adequately for loss of tax attributes (including tax losses and tax offsets) as a result of being a member of the Tax Consolidated Group; and

(c) an undertaking from the Head Company to pay all group liabilities (as described in section 721-10 of the Tax Act) of the Tax Consolidated Group as agreed.

Tax Sharing Arrangement means any arrangement, agreement or deed that satisfies the requirements of section 721-25 of the Tax Act for being a valid tax sharing arrangement.

Taxes means taxes, levies, imposts, charges and duties (including stamp and transaction duties) imposed by any authority together with any related interest, penalties, fines and expenses in connection with them.

Term Loan Facility means:

(a) Tranche A1; and

(b) Tranche A2,

each as described in Item 11 (Facilities).

Total Commitment means, in respect of each Facility, the aggregate Commitments of all Lenders thereunder.

Tranche A1 Repayment Date means each 31 March, 30 June, 30 September and 31 December during the term of Tranche A1 commencing on 31 March 2017.

Transaction means the acquisition by the Borrower of the shares in G-Rail pursuant to the Share Sale Agreement.

Transaction Document means:

(a) the Share Sale Agreement;

(b) the Rail Haulage Agreement; and

(c) each Finance Document.

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Tripartite Agreement means:

(a) the Financier Consent Deed; and

(b) any tripartite agreement which is entered into by a Finance Party with a New Mine Owner (as defined in the Rail Haulage Agreement) in connection with an assignment by Glencore Coal to a New Mine Owner in accordance with clause 27.3 (“Assignment to New Mine Owner”) of the Rail Haulage Agreement.

Utilisation means financial accommodation provided under a Facility.

Utilisation Date means the date on which financial accommodation is, or is to be provided under a Facility under this document.

U.S. Credit Agreement means the Second Amended and Restated Senior Secured Syndicated Facility Agreement dated 20 March 2015 (as amended).

U.S. GAAP means principles that are:

(a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and consistently applied with past financial statements of the GWA Group adopting the same principles; or

(b) generally accepted accounting principles in GWI’s jurisdiction of incorporation.

Vendor means Glencore Coal.

Working Capital Facility means Tranche B, as described in Item 11 (Facilities).

Year 5 Mandatory Prepayment Amount means any amount required to be applied in prepayment of Tranche A2 pursuant to Item 32 (“Year 5 Mandatory Prepayment”).

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Schedule 2 Conditions Precedent and Conditions Subsequent

PART A - Certain Funds Conditions Precedent

Each of the following in form and substance satisfactory to all Lenders:

(a) (structure diagram) Group structure charts showing (1) the details of the Obligors immediately after Financial Close and (2) the details of the Obligors upon satisfaction of the conditions subsequent in Part D of this Schedule 2 in relation to G-Rail.

(b) (Due Diligence Reports and Reliance Letters) The following reports and reliance letters:

(i) the report entitled “Project Monty – Genesee & Wyoming Australia Legal Due Diligence Report for Potential Financiers” dated 23 August 2016, prepared by Allens (with accompanying reliance letter);

(ii) the report entitled “Economic and rail volume forecasts” dated 1 August 2016 and prepared by Deloitte Access Economics Pty Ltd (with accompanying reliance letter);

(iii) the report entitled “Vendor Due Diligence Report” dated 25 July 2016 and prepared by AME Consulting Pty Ltd (with accompanying reliance letter);

(iv) the report entitled “Coal Industry Report” dated 4 July 2016 and prepared by AME Consulting Pty Ltd;

(v) the report entitled “Coal Industry Report – Stage 2” dated 1 September 2016 and prepared by AME Consulting Pty Ltd (with accompanying reliance letter);

(vi) the report entitled “Project Monty – Asset Due Diligence” dated 10 August 2016 and prepared by SNC–Lavalin Rail & Transit Pty Limited (with accompanying reliance letter);

(vii) the report entitled “Project Monty – G-Rail Operations Model Review” dated 10 October 2016 and prepared by SNC–Lavalin Rail & Transit Pty Limited;

(viii) the report entitled “Project Monty Vendor Due Diligence Report” dated 23 September 2016 and prepared by Ernst & Young (with accompanying reliance letter);

(ix) the report entitled “Project Monty Tax red flag report” dated 2 August 2016 and prepared by Ernst & Young (with accompanying reliance letter);

(x) the report entitled “Project Monty Limited Scope Tax Review – G-Rail and Pro Forma model tax assumptions” dated 12 October 2016 and prepared by Ernst & Young (with accompanying reliance letter);

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(xi) the report entitled “Project Monty Insurance Due Diligence Report” dated 10 October 2016 and prepared by Marsh Pty Ltd (with accompanying reliance letter);

(xii) the report entitled “Third Party Access Arrangements to GWA Rail Infrastructure” dated August 2016 and prepared by Lacertus Verum Pty Ltd; and

(xiii) the document entitled “Review of Financial Model” by dated 11 October 2016 and prepared by Ernst & Young (with accompanying reliance letter).

(c) (Rail Haulage Agreement) Agreed form of the Rail Haulage Agreement.

(d) (Financier Consent Deed) Agreed form of the Financier Consent Deed.

(e) (Mandate, Commitment and Fee Letter) A copy of the Mandate, Commitment and Fee Letter (including all annexures thereto) executed by each party thereto.

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PART B - Conditions precedent to first Utilisation

Each of the following in form and substance satisfactory to the Facility Agent (acting on the instructions of all Lenders):

(a) (Verification Certificate) A duly executed verification certificate (in the form to be set out in a schedule to the Syndicated Facility Agreement) from each Obligor dated not earlier than 5 days before Financial Close provided to the Facility Agent together with each relevant annexure thereto.

(b) (Equity) Evidence that on or before Financial Close, the ratio of (i) Finance Debt under the Term Loan Facilities (assuming the Term Loan Facilities are fully drawn) to (ii) payments for the subscription for shares and/or units in the relevant Obligors and/or Subordinated Debt does not exceed 45:55.

(c) (Authorisations) A copy of each Major Authorisation and each other material Authorisation required by the Obligors in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document, and evidence that each is in full force and effect.

(d) (Completion of Transaction) Evidence that:

(i) the Transaction will, simultaneously with Financial Close, be completed in accordance with the Share Sale Agreement; and

(ii) there has been:

(A) no waiver of any condition precedent or condition subsequent (where such waiver of condition subsequent has or would reasonably likely to have an adverse effect on the interests of the Lenders) set out in;

(B) no waiver or material amendment of any completion step set out in; or

(C) no material amendment of,

the Share Sale Agreement without the Facility Agent’s approval (not to be unreasonably withheld or delayed, acting on the instructions of all Lenders) and all conditions precedent not waived have been or will be satisfied on Financial Close.

(e) (Finance Documents) Duly executed counterparts of each of the Finance Documents which:

(i) have been duly stamped or, if the Facility Agent (acting on the instructions of the Lenders) permits, sufficient same day funds to meet all liabilities of Taxes on or in respect of them or evidence that they are not liable to stamp duty; and

(ii) are in registrable form, together with all fully executed documents and other things necessary to effect registration of them in all relevant jurisdictions.

(f) (Executed documents) Copies of duly executed Share Sale Agreement and each Material Contract.

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(g) (Security) Evidence that each Security which is to be granted at Financial Close or immediately after has been registered on the PPSR.

(h) (Title Documents) All documents and evidence of title to the Secured Property including:

(i) share certificates for the Obligors and a certified copy of the share registers for each Obligor; and

(ii) executed transfer forms in blank in respect of the shares and units the subject of the Security,

and evidence that the relevant constituent documents do not restrict transfers of shares on enforcement.

(i) (Legal opinions) opinions addressed to the Beneficiaries from time to time from the legal advisers to:

(i) the Beneficiaries in relation to the Finance Documents; and

(ii) the Borrower in relation to the Borrower’s entry into the Share Sale Agreement and the Rail Haulage Agreement.

(j) (Fees) Evidence that the Borrower has paid (or will cause to be paid) all fees, costs and expenses due and payable to the Beneficiaries (and its advisers and consultants) on or before the first Utilisation Date.

(k) (Financial Model) Delivery of the audited Financial Model.

(l) (Searches) Results of searches of the Obligors and G-Rail at ASIC and on the PPSR.

(m) (Funds Flow Statement) Delivery of the funds flow statement.

(n) (Insurance) Evidence that all insurances required in accordance with clause 1.3(d) (insurance) of Schedule 4 (Undertakings) are in full force and effect, including customary loss payee/interested party/additional insured notations in favour of the Security Trustee on such policies.

(o) (Permitted Financial Indebtedness and Permitted Security Interest) Evidence that after Financial Close, the only Finance Debt will be Permitted Financial Indebtedness and the only Security Interest will be a Permitted Security Interest.

(p) (Regulatory approval) If required, all regulatory, competition and FIRB approvals have been obtained in relation to the Transaction.

(q) (KYC) Any “Know Your Customer” information in respect of the Obligors to the extent necessary to comply or manage compliance with anti-money laundering and counter-terrorism legislation, economic and trade sanctions risk, or any Lender’s internal policies (being a policy which is not specifically targeted at the Obligors) in relation to “Know Your Customer” or any laws or regulations in Australia or other jurisdictions applying to a transaction under the Finance Documents.

(r) (Updated due diligence) Delivery of updates (if any) to the due diligence reports provided under paragraph (b) of Part A (Certain Funds Conditions Precedent) to this schedule.

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PART C - Conditions Precedent to all Utilisations

No Lender is required to provide its share of the relevant Utilisation unless:

(a) the representations and warranties are true in all material respects as at the drawdown date;

(b) no Default or Review Event is subsisting at the drawdown date;

(c) the Facility Agent has received a duly completed drawdown notice in respect of the drawing;

(d) the drawing will not cause any Commitment to be exceeded; and

(e) the drawdown date is a date within the applicable Availability Period.

Other standard conditions precedent for utilisations by way of the issue or renewal of letters of credit or bank guarantees under Tranche B will be included in the Syndicated Facility Agreement.

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PART D - Conditions Subsequent

In relation to G-Rail within 30 Business Days of Financial Close:

• Completion of whitewash;

• Accession by G-Rail to the Syndicated Facility Agreement and the Security Trust Deed as an Obligor;

• execution by G-Rail of a general security agreement in favour of the Security Trustee (substantially in the form of the general security agreement entered into by the Initial Obligors on or about the date of the Syndicated Facility Agreement);

• a verification certificate signed on behalf of G-Rail (and relevant annexes thereto); and

• a legal opinion provided by King & Wood Mallesons in relation to G-Rail’s entry into the general security agreement and accession to the Syndicated Facility Agreement and Security Trust Deed.

In relation to the Australian Obligations under (and as defined in) the U.S. Credit Agreement, by no later than the third Business Day after Financial Close, a duly executed release document discharging and releasing in full all Obligors who are party to the U.S. Credit Agreement and all Security Interests granted by those Obligators pursuant to the U.S. Credit Agreement.

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Schedule 3 Representations and Warranties

1.1 Representations and Warranties

Each Obligor represents and warrants (except in relation to matters disclosed to the Facility Agent and accepted by the Facility Agent in writing) that:

(a) (status) it has been incorporated or formed in accordance with the laws of its place of incorporation or formation, is validly existing under those laws and has power and authority to own its assets and carry on its business as it is now being conducted;

(b) (power) it has power to enter into the Transaction Documents to which it is a party, to comply with its obligations under them and exercise its rights under them;

(c) (no contravention) the entry by it into, its compliance with its obligations and the exercise of its rights under, the Transaction Documents to which it is a party do not and will not conflict with:

(i) its constituent documents or cause a limitation on its powers or the powers of its directors to be exceeded;

(ii) any law binding on or applicable to it or its assets; or

(iii) any document or agreement binding on or applicable to it or its assets or constitute a review event, event of default, termination, cash cover requirement, prepayment or similar event (each however described) under any such document or agreement where this has had or is likely to have a Material Adverse Effect;

(d) (authorisations) it has in full force and effect:

(i) each Major Authorisation;

(ii) each Authorisation necessary for it to enter into the Transaction Documents to which it is a party, to comply with its obligations and exercise its rights under them, and to allow them to be enforced; and

(iii) each other Authorisation necessary for it to carry on any business it conducts to the extent that failure to obtain, comply with or maintain that Authorisation would be likely to have, a Material Adverse Effect;

(e) (validity of obligations and ranking)

(i) its obligations under each Transaction Document to which it is a party are valid and binding and are enforceable against it in accordance with its terms subject to any stamping and registration requirements, applicable equitable principles and laws generally affecting creditors’ rights;

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(ii) each Security creates the security interests which that Security purports to create and those security interests are valid and effective subject to any stamping and registration requirements, applicable equitable principles and laws generally affecting creditors’ rights;

(iii) subject to any stamping and registration requirements, applicable equitable principles and laws generally affecting creditors’ rights, each Security Interest created or expressed to be created under the Security has the priority expressed in the relevant Security and is not subject to any prior ranking or pari passu ranking Security which is not a Permitted Security Interest;

(iv) it benefits by entering into the Transaction Documents to which it is a party;

(v) the Secured Property is not subject to any other Security Interest, other than any Permitted Security Interest;

(vi) its payment obligations under the Finance Documents rank at least equally with the claims of all its other unsecured and unsubordinated creditors (other than obligations mandatorily preferred by law applying to debtors generally); and

(vii) each Material Contract is in full force and effect;

(f) (real property) no Obligor has any interest in real property other than leasehold rights under each SA Ground Lease, leasehold rights in respect of the AustralAsia rail corridor between Tarcoola and Darwin described in the AustralAsia Railway Project Concession Deed and, in the case of GWA, its freehold interest in the Alice Springs Freight Terminal (Lot 10459 Town of Alice Springs);

(g) (no Event of Default or default)

(i) no Event of Default is continuing or would result from the Utilisation being provided;

(ii) to the best of its knowledge and belief, no Potential Event of Default which has not been notified by the Borrower to the Facility Agent is continuing; and

(iii) it is not in breach of a law or document or agreement binding on or applicable to any of them or their assets and no review event, event of default, termination, cash cover requirement, prepayment or similar event (each however described) exists under any such document or agreement, which has had, or is likely to have, a Material Adverse Effect;

(h) (No breach of law) it has complied in all respects with all laws binding on or applicable to it or its assets where a failure to comply is likely to have a Material Adverse Effect;

(i) (Related party transactions) no Obligor has contravened or will contravene Chapter 2E (related parties) or Part 2J.3 (financial assistance) of the Corporations Act (or any equivalent legislation in any other jurisdiction) by entering into any Transaction Document or participating in any transaction in connection with a Transaction Document;

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(j) (Accounts)

(i) the most recent audited financial statements given to the Facility Agent under clause 1.2(a)(i) (“annual financial statements”) of Schedule 4 (“Undertakings”) comply with all Accounting Principles (except to the extent disclosed in them) and with all applicable law; and

(ii) the most recent audited financial statements and quarterly management accounts delivered under clauses 1.2(a)(i) (“annual financial statements”) and 1.2(a)(ii) (“quarterly management accounts”) of Schedule 4 (“Undertakings”), respectively, give a true and fair view (if audited) or fairly present (if unaudited) (as applicable) the matters with which they deal as at the date they were prepared;

(k) (ownership of assets) it is the sole beneficial owner, licensee or lessee of (other than if it acts in the capacity of a trustee), or it is entitled to use, all material assets necessary for the conduct of its business;

(l) (solvency) it is not Insolvent;

(m) (litigation) there is no current, pending or (to the best of its knowledge) threatened proceeding, investigation or claim affecting it or any of its assets before a court, authority, commission or arbitrator in which a decision against it is likely and which (either alone or together with other decisions) would be likely to have a Material Adverse Effect;

(n) (Conduct of business) in the case of each Obligor:

(i) it has not carried on any business or activities other than as contemplated by the Transaction Documents to which it is a party except to the extent expressly permitted by the terms of the Transaction Documents; and

(ii) it has not incurred any liabilities (actual or contingent), obligations or commitments save those arising under or in connection with the ordinary course of its business or administrative, incidental or ancillary liabilities as are necessary to maintain its corporate existence;

(o) (Accuracy of information) to the best of its knowledge and belief after having made due enquiry:

(i) all written factual information disclosed to any Finance Party in connection with the Finance Documents is true, accurate and correct in all material respects and not incorrect or misleading (whether by omission or otherwise) in any material respect as at the date it was provided or as at the date (if any) at which it was stated and it has not omitted to disclose any material facts known to it in connection with the Finance Documents;

(ii) all financial projections provided in writing (including the Financial Model) were, as at the date provided, prepared in good faith, on the basis of the most recently available information and on the basis of assumptions believed by it to be reasonable (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Obligors and that no assurance can be given that the projections will be realised); and

(iii) all copies of documents (including the latest audited financial statements) given by it or on its own behalf to the Facility Agent are true and complete copies as at the date they were given, unless expressly specified otherwise as at the time provided to the Facility Agent. Where such documents were entered into before Completion under the Share Sale Agreement and were received from the Vendor prior to Financial Close (and to which no Obligor is a party), it is not aware of any reason to doubt that such information is true in all material respects and not incorrect or misleading in any material respect as at the date it was given to the Facility Agent;

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(p) (not a trustee and no immunity):

(i) unless stated in this term sheet, it does not enter into any Finance Document or hold any asset as trustee; and

(ii) neither it nor its assets has immunity from the jurisdiction of a court or from legal process;

(q) (Tax) on and from Financial Close, it has:

(i) promptly filed, or caused to be filed, all tax returns, business activity statements and other tax filings which are required to be filed under applicable Tax law;

(ii) no claims asserted against it with respect to Taxes (other Contested Tax); and

(iii) paid all Taxes and registration fees payable by it (other than Contested Tax);

(r) (Tax consolidation): if it is a member of a Tax Consolidated Group, it is a member of a Tax Consolidated Group for which the Head Company is G&W Australia Holdings LP and each member of that Tax Consolidated Group is party to a valid Tax Sharing Arrangement and Tax Funding Arrangement;

(s) (Share and unit capital): subject to sub-paragraphs (iii) and (iv):

(i) the equity capital of each Obligor is fully represented by the shares or units, as applicable, issued in respect of it and constituting part of the Secured Property;

(ii) there is no agreement, arrangement or understanding under which further shares, units or other Marketable Securities, as applicable, with rights of conversion to shares or units in an Obligor may be issued to any person other than a person who has, or will, contemporaneously with the issue of such shares or units, as applicable, provide a Security Interest over such shares to the Security Trustee;

(iii) in the case of the Borrower, it is the majority owner (directly or indirectly) of the issued shares in the Freightliner Entities, those shares being owned in the proportions set out in the most recent Group Structure Diagram. Any further shares, units or other Marketable Securities issued to a Minority Investor in a Freightliner Entity will not form part of the Security in favour of the Security Trustee; and

(iv) in the case of an Obligor which directly owns shares, units or other Marketable Securities in a Dormant Entity, those shares, units or other Marketable Securities do not constitute part of the Security;

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(t) (Group Structure Diagram)

(i) assuming completion of the Transaction and registration of the transfer of shares in G-Rail has occurred, the Group Structure Diagrams delivered to the Facility Agent pursuant to Part A (Certain Funds Conditions Precedent) of Schedule 2 (Conditions Precedent and Conditions Subsequent) are true and correct in all material respects and do not omit any material information or details; and

(ii) after completion of the Transaction and registration of the transfer of shares in G-Rail, the most recent Group Structure Diagram delivered to the Facility Agent is true, complete and accurate in all material respects and does not omit any material information;

(u) (no reliance)

(i) it has entered into the Finance Documents to which it is a party without relying on any Finance Party or Affiliate of any Finance Party (in whatever capacity) or their advisers or on any representation, warranty, statement, undertaking or conduct of any kind made by any of them or on their behalf except as expressly set out in the Finance Documents; and

(ii) it has obtained its own tax and legal advice on the Finance Documents and the transactions in connection with them; and

(v) (No knowing failure to disclose) it has not withheld from any Finance Party any information known to it (having made all reasonable enquiries) and reasonably believed by it to be material to the decision of that Finance Party to enter into the Finance Documents to which that Finance Party is a party.

1.2 Marketable Securities representations and warranties

Each Obligor makes the following representations and warranties with respect to any Marketable Securities secured by it under the Security:

(a) (Shares fully paid) The Marketable Securities are fully paid.

(b) (No further Shares) It has disclosed to the Security Trustee the details of all Marketable Securities held by it.

(c) (Transfer) It has provided the Security Trustee with all documents and information necessary for the Security Trustee to complete a valid and fully effective transfer of the Marketable Securities.

1.3 Repetition of representations and warranties

The representations and warranties in paragraph 1.1 are taken to be made on the date of this document and (other than the representation and warranty at paragraphs 1.1 (m) (Conduct of business), 1.1(s)(i) (Group Structure Diagram) and 1.1(t) (No reliance)) also made (by reference to the then current circumstances) on:

(a) the date of each utilisation notice and each Utilisation Date; and

(b) each Interest Payment Date.

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1.4 Reliance

Each Obligor acknowledges that each Finance Party has entered into the Finance Documents in reliance on the representations and warranties in this Schedule 3.

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Debt Term Sheet

Schedule 4 Undertakings

1.1 Introduction

Each Obligor agrees to comply with the undertakings set out in this clause unless the Facility Agent consents to the non-compliance.

1.2 Reporting Requirements

(a) (Accounts) The Obligors agree to give the Facility Agent the following (in sufficient copies for each Lenders):

(i) (annual financial statements) its audited consolidated annual financial statements for each Financial Year, within 120 days after the end of that Financial Year;

(ii) (quarterly management accounts) its unaudited quarterly management accounts (containing profit and loss, cash flow and balance sheet statements for that quarter), at the time each Compliance Certificate is provided under sub-paragraph (iii) below;

(iii) (Compliance Certificate) a Compliance Certificate, by no later than 45 days after each Calculation Date;

(iv) (Auditor confirmation) written confirmation by its auditor in relation to the Financial Covenants as shown in the Compliance Certificate delivered in respect of a Calculation Date falling on 31 December in each year, at the same time as the financial statements referred to in sub-paragraph (i) above are delivered;

(v) (Annual budget) its annual budget for the forthcoming Financial Year, within 30 days after the approval of that budget by the Obligor’s Board of Directors; and

(vi) (Operational reports) an annual operational report, at the same time as the financial statements referred to in sub-paragraph (i) above are delivered.

(b) (Corporate Reporting and information) The Borrower shall promptly provide the following to the Facility Agent:

(i) (change of Authorised Officers) promptly, notice of any change in Authorised Officer of an Obligor signed by two directors or a director and a secretary of the Obligor and accompanied by a specimen signature of the new Authorised Officer;

(ii) (litigation) full details of any current, pending or to its knowledge threatened proceeding, investigation or claim affecting an Obligor or any of their assets before a court, authority, commission or arbitrator that includes a claim against an Obligor which is reasonably likely to be adversely determined and if adversely determined would require payments by that Obligor in excess of A$10 million;

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Schedule 4

(iii) (Asset disposal) notice of any sale or disposal of an Obligor’s assets where the proceeds of sale are in excess of A$10 million in any Financial Year;

(iv) (Environmental Liability) notice of any event or circumstance existing or arising the result of which is that any Obligor will incur an environmental liability which does, or is likely to, impose a cost or liability in excess of A$10 million in aggregate;

(v) (Native title or heritage claim) notice of any native title, heritage claim or other adverse title claim against the Secured Property or against the assets and undertaking of an Obligor;

(vi) (Default or Review Event) promptly upon becoming aware, notice of any Default or Review Event and any step taken or proposed to remedy the event (unless the Obligor is aware that notification has already been given by another Obligor);

(vii) (KYC) any document or other information that the Facility Agent requests (either for itself or another Finance Party) to enable the Facility Agent or another Finance Party (or prospective Finance Party) to do any know your customer checks;

(viii) (Group Structure Diagram) an updated Group Structure Diagram to the extent that the version given to the Facility Agent at Financial Close or otherwise previously given to the Facility Agent is no longer correct;

(ix) (Notices under Material Contracts) any material notice by a party to a Material Contract to another party including any notice concerning any amendment, breach or potential breach or any material waiver, consent or approval under such Material Contract;

(x) (Amendments to Material Contracts) a copy of any amendment to a Material Contract;

(xi) (PPSA) a copy of any material notices or correspondence of any kind delivered or received by it in relation to the Security to or from the Registrar (as defined in the PPSA) or from another secured party in respect of the Secured Property;

(xii) (Disputes) notice of any material dispute between it and a Government Agency;

(xiii) (Material Adverse Effect) notice of an event or circumstance which is reasonably likely to have a Material Adverse Effect;

(xiv) (Breach of law) notice of any material breach of law or an Authorisation that is material to the operation of the Core Business;

(xv) (Insurance) notice of any cancellation, change (to coverage or otherwise) or reduction in an insurance policy maintained by an Obligor or any such insurance policy becoming void or voidable or any claim under such insurance policy in excess of A$10 million;

(xvi) (Permitted Acquisition) notice of any Permitted Acquisition proposed to be undertaken in accordance with the Syndicated Facility Agreement; and

(xvii) (other relevant information) any other information concerning the financial position or business operations of the Obligors as requested by the Facility Agent, acting reasonably.

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Schedule 4

1.3 General undertakings

Each Obligor agrees:

(a) (authorisations) to obtain, comply with and maintain:

(i) each Major Authorisation; and

(ii) each Authorisation necessary for it to enter into the Transaction Documents to which it is a party, to comply with its obligations and exercise its rights under them and to allow them to be enforced; and

(b) (comply with laws) to comply with all laws binding on, or applicable to, it or its assets where failure to comply is likely to have a Material Adverse Effect (and it agrees to ensure that each person who uses or occupies its property does the same); and

(c) (conduct of Core Business and assets)

(i) to carry on its Core Business in a proper and efficient manner and not to cease, or significantly change the general nature of, its Core Business; and

(ii) to maintain its assets in good working order and condition (ordinary wear and tear excepted) and correct any defect to the extent that failure to do so would be likely to have a Material Adverse Effect; and

(d) (insurance)

(i) to obtain, comply with and maintain insurances with a reputable and independent insurer authorised to carry on business in Australia by the Australian Prudential Regulation Authority or in the United Kingdom by the UK Financial Services Authority in the manner and to the extent which is in accordance with prudent business practice having regard to the nature of the business and assets of the Obligors (including all insurance required by applicable law);

(ii) to ensure that any insurances are on terms customary for the relevant type of insurance (or on terms more favourable) and in the names of the Obligor and (if it is customary practice to name mortgagees as insureds, in the name of the Security Trustee) for their respective rights and interests;

(iii) to notify the Facility Agent if anything happens which gives rise, or may give rise, to an insurance claim of A$10 million or more or if an insurance claim of A$10 million or more is refused either in whole or in part; and

(iv) to use the proceeds from any insurance claim in respect of loss or theft of, or damage to, assets to reinstate, or carry out work on, the affected assets; and

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Schedule 4

(e) (taxes)

(i) to pay all rates and Taxes due and payable by it, except those which it is contesting in good faith;

(ii) to pay all rates and Taxes contested in good faith which remain due and payable by it after final determination or settlement of the contest; and

(iii) it will:

(A) enforce all of its material rights under any Tax Sharing Arrangement and Tax Funding Arrangement to which it is a party in a manner consistent to that which a reasonable prudent person in its position would act as if the other parties to such arrangement were independent persons with whom the Obligor had dealt with at arm’s length;

(B) take all action available to it to ensure that any Tax Sharing Arrangement and Tax Funding Arrangement to which it is a party remains in full force and effect in all material respects; and

(C) ensure that it is entitled to make payments in accordance with any Tax Sharing Arrangement and Tax Funding Arrangement to which it is a party; and

(f) (environment)

(i) it shall maintain procedures which are adequate to monitor:

(A) its compliance with any obligations imposed on it under a Material Contract in relation to the Environment;

(B) its compliance with Environmental Law; and

(C) circumstances which may give rise to a claim, or to a requirement, of substantial expenditure by it in relation to Environmental Law or the cessation of, or material alteration to, its Core Business; and

(ii) where there is any non-compliance with Environmental Law in any material respect, or circumstances under paragraph (i)(C) arise, it will use its best endeavours to promptly remedy them to the extent reasonably requested by the Facility Agent; and

(g) (Material Contracts)

(i) to comply in all material respects with each Material Contract to which it is a party where failure to do so would have a Material Adverse Effect and shall not take or fail to take any action which would result in the termination of such Material Contract where such termination would have a Material Adverse Effect;

(ii) to do all things reasonably necessary to enforce all of its rights, powers, and remedies under each Material Contract prudently and, while an Event of Default subsists, in accordance with the reasonable directions (if any) of the Facility Agent (except where to so comply would put it in breach of any law or any direction or order issued under an Authorisation);

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Schedule 4

(iii) not to amend any Material Contract or grant any waiver or consent in respect of a Material Contract, in each case where the amendment, waiver or consent would be materially adverse to the interests of the Lenders, without the prior consent of the Facility Agent;

(iv) in the case of G-Rail, that if its consent is required under clause 27 (“Dealing with Mines and TOP NTK”) or 37 (“Assignment”) of the Rail Haulage Agreement to permit Glencore Coal or the Guarantor (as defined therein) to assign, transfer, charge or take other actions specified in those clauses, G-Rail will not provide its consent without first obtaining the approval of the Facility Agent (such approval not to be unreasonably withheld or delayed); and

(v) not to assign any of its rights or transfer any of its rights and obligations under the Rail Haulage Agreement without the prior consent of the Facility Agent except:

(A) pursuant to the Security; or

(B) to another Obligor, provided that the other Obligor becomes a party to the Financier Consent Deed; and

(h) (Hedging)

(i) to ensure that the Borrower, within 10 Business Days after Financial Close, enters into and maintains Hedge Agreements so that:

(A) until the 3^rd anniversary of Financial Close, at least 75% (and a maximum of 100%) of the aggregate Finance Debt under the Term Loan Facilities is hedged against interest rate risk; and

(B) after the 3^rd anniversary of Financial Close, at least 50% (and a maximum of 100%) of the aggregate Finance Debt under the Term Loan Facilities is hedged against interest rate risk until at least the date falling 3 months prior to the Maturity Date for the Term Loan Facilities; and

(ii) no Obligor will enter into any derivative transaction for purely speculative purposes without the prior consent of the Facility Agent.

The Borrower will initially enter into Hedge Agreement with relevant Original Lenders (or their Affiliates) in accordance with the Hedging Protocol and, in the case of any subsequent transfer by a Hedge Counterparty, the new Hedge Counterparty must meet the GWI Minimum Hedge Requirements; and

(i) (Corporate Existence) It will do everything necessary to maintain its corporate existence. It will not transfer its jurisdiction of incorporation or enter any merger or consolidation (except for the purposes of solvent reconstruction on terms approved by the Facility Agent); and

(j) (Proper Accounts) It will keep a complete and up to date register of assets and proper books of account that give a true and fair view of its financial position and the results of operations; and

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Schedule 4

(k) (Approved Auditor) It will ensure that its auditor is one of Deloitte, PricewaterhouseCoopers, Ernst & Young or KPMG or such other major international accounting firm approved by the Facility Agent (such approval not to be unreasonably withheld or delayed); and

(l) (Additional Obligor / Obligor Coverage Test) Hold Co will ensure that:

(i) at all times the consolidated assets of the Obligors equals or exceeds 90% of the value of the total consolidated assets of the Hold Co Group; and

(ii) the consolidated EBITDA of the Obligors for each Financial Year equals or exceeds 90% of the value of the consolidated EBITDA of the Hold Co Group (calculated on the same basis as EBITDA) for that Financial Year; and

(iii) any entity which is a member of the Hold Co Group shall, if required in order to comply with paragraphs (i) and (ii) above:

(A) become an Obligor by acceding to the Syndicated Facility Agreement and become a guarantor and security provider by acceding to the Security Trust Deed;

(B) execute a general security agreement in favour of the Security Trustee (substantially in the form as the general security agreement entered into by the Initial Obligors on or about the date of the Syndicated Facility Agreement);

(C) provide a verification certificate signed on behalf of that entity (and relevant annexes thereto); and

(D) provide a legal opinion from King & Wood Mallesons (or other reputable firm acceptable to the Security Trustee) in relation to that entity’s entry into the general security agreement and accession to the Syndicated Facility Agreement and Security Trust Deed,

in each case, within 20 Business Days of Hold Co becoming aware that sub-paragraphs (i) and (ii) above have ceased to be complied with; and

(m) (Dormant Entities) It will ensure that at all times until each such entity is wound-up, that:

(i) each Dormant Entity remains dormant and does not carry on any business activities;

(ii) no assets are transferred by an Obligor to a Dormant Entity and no liabilities are assumed by a Dormant Entity; and

(iii) at such time as each Dormant Entity is wound up, the Borrower provides a notice to the Facility Agent to this effect.

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Schedule 4

1.4 Undertakings relating to Security

(a) (Change of Obligor details) To notify the Facility Agent at least 14 days before:

(i) the Obligor changes its name as recorded in a public register in its jurisdiction of incorporation or in its constituent documents; and

(ii) any ACN or ARBN allocated to the Obligor changes, is cancelled or otherwise ceases to apply to it (or if it does not have any such applicable number, one is allocated, or otherwise starts to apply, to it); and

(iii) the Obligor becomes trustee of a trust, or a partner in a partnership, not stated in the general terms; and

(b) (Pari passu ranking) To ensure that its obligations under each Finance Document to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally; and

(c) (PPSA further assurance) If the Facility Agent or Security Trustee determines (acting reasonably) that a Finance Document (or a transaction in connection with it) is or contains a security interest for the purposes of the PPS Law, to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which the Facility Agent or Security Trustee (acting reasonably) asks and considers necessary for the purposes of:

(i) ensuring that the relevant security interest is enforceable, perfected (including, where possible, by control in addition to registration) and otherwise effective;

(ii) enabling the Beneficiaries to apply for any registration, or give any notification, in connection with that security interest so that the security interest has the priority described in the relevant Finance Document; or

(iii) enabling the Beneficiaries to exercise rights in connection with that security interest; and

(d) (Preservation and protection of Secured Property) It shall promptly do everything necessary or reasonably required by the Facility Agent or the Security Trustee:

(i) to preserve the Secured Property; and

(ii) to protect and enforce its title and the title of the Security Trustee and the Beneficiaries as secured party to the Secured Property.

1.5 Negative Undertakings

(a) (Disposal of assets) It shall not sell or otherwise dispose of, part with possession of, or create an interest in, any of the Secured Property or agree or attempt to do so (whether in one or more related or unrelated transactions) except for Permitted Disposals (and the Security Trustee will provide a release from the Security of each asset permitted to be disposed of under than definition).

(b) (Negative pledge) It shall not create or allow to exist a Security Interest over its assets other than a Permitted Security Interest.

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Schedule 4

(c) (Guarantees) It shall not provide any guarantee in favour of any person other than a Permitted Guarantee.

(d) (Distributions) It shall not make a Distribution other than a Permitted Distribution.

(e) (Security deposit) It shall not deposit or lend money on terms that it will not be repaid until its or another person’s obligations or indebtedness are performed or discharged other than in accordance with the Finance Documents or a shareholder loan to an Obligor.

(f) (Title retention) It shall not enter into an agreement with respect to the acquisition of assets on title retention terms other than in the ordinary course of business.

(g) (Leasing) It will not enter into any operating lease, Finance Lease or hire purchase arrangement, other than in the ordinary course of business or as permitted or contemplated under the Transaction Documents or the Material Contracts.

(h) (Finance Debt) It shall not incur or permit to subsist any Finance Debt other than Permitted Financial Indebtedness.

(i) (Financial accommodation) It shall not make available Financial Accommodation to or for the benefit of any person, other than Permitted Financial Accommodation.

(j) (Acquisitions) It will not acquire any assets, shares or ownership interests other than a Permitted Acquisition.

(k) (Joint Ventures) It shall not enter into any Joint Venture or make any investment (including by providing Financial Accommodation) in a Joint Venture other than a Permitted Joint Venture.

(l) (Constitution) It shall not amend its constitution, or permit it to be amended, in any way which would be likely to be adverse to the interests of the Finance Parties.

1.6 Undertakings are continuing obligations

Each undertaking in a Finance Document continues for so long as there is any Secured Money.

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Debt Term Sheet

Schedule 5 Events of Default

1.1 Events of Default

Each of the following is an Event of Default:

(a) (non-payment) an Obligor does not pay when due (or within 3 Business Days after the due date if that failure to pay is caused by administrative or technical error beyond the control of the Obligor) any amount payable by it under any Finance Document in the manner required under it; or

(b) (Financial Covenants) subject to Item 35 (“Equity Cure”), a breach of a Financial Covenant under Item 30 (“Financial Covenants”); or

(c) (non-compliance with obligations) an Obligor does not comply with any obligation under any Finance Document and:

(i) if the non-compliance can be remedied, does not remedy the non-compliance within 15 Business Days of the earlier of the Facility Agent notifying the Borrower or the Obligor becoming aware of the non-compliance; or

(ii) if the non-compliance cannot be remedied, does not overcome the effects of the non-compliance (to the satisfaction of the Facility Agent (acting on the instructions of the Majority Lenders)) within 15 Business of the earlier of the Facility Agent notifying the Borrower or the Obligor becoming aware of the non-compliance; or

(d) (misrepresentation) a representation, warranty or statement made, or taken to be made, by or on behalf of an Obligor in a Finance Document is incorrect or misleading in any material respect when made or taken to be made and, if the circumstances giving rise to the misrepresentation can be remedied or overcome, the Obligor does not remedy or overcome (to the satisfaction of the Facility Agent (acting on the instructions of the Majority Lenders)) them within 15 Business Days of the earlier of the Facility Agent notifying the Borrower or the Obligor becoming aware of the non-compliance; or

(e) (cross default) any of the following occurs under the terms of any Finance Debt of an Obligor for amounts totalling more than A$10 million (or its equivalent):

(i) it is not satisfied when due (or by the end of any applicable grace period); or

(ii) it is declared, or otherwise becomes or is capable of becoming, due before its stated maturity or expiry as a result of an event of default or other similar event (however described); or

(f) (insolvency and enforcement)

(i) an Obligor becomes Insolvent;

(ii) an Obligor stops payment, ceases to carry on its business or a material part of it, or threatens to do either of those things, other

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than to carry out a reconstruction or amalgamation while solvent on terms approved by the Facility Agent (acting on the instructions of the Majority Lenders); or

(iii) distress is levied or a judgment, order or Security Interest is enforced, or becomes enforceable, against any asset of an Obligor for amounts totalling more than A$10 million (or its equivalent); or

(g) (Rail Haulage Agreement) Glencore Coal gives a Termination Notice to the Security Trustee under clause 6.4 (“Enforcing Party right to remedy”) of the Financier Consent Deed following the occurrence of a Termination Event. For the purposes of this paragraph (g), Termination Notice and Termination Event each have the meaning given in the Financier Consent Deed; or

(h) (voidable, repudiation or unlawful)

(i) a Finance Document or any transaction in connection with it is or becomes (or is claimed to be by anyone other than a Finance Party) wholly or partly void, voidable or unenforceable;

(ii) an Obligor rescinds or repudiates a Finance Document (or an Obligor or another party attempts or takes any step to do so); or

(iii) it is or becomes unlawful for an Obligor to comply with any of its obligations under the Finance Documents; or

(i) (cessation of business) an Obligor ceases to conduct its business without the prior written consent of the Facility Agent; or

(j) (compulsory acquisition) all or a material part of the property of an Obligor is compulsorily acquired by any Government Agency or an Obligor sells or divests itself of all or a material part of its property because it is required to do so by a Government Agency; or

(k) (material judgement) a judgement is obtained against an Obligor for an amount exceeding A$10 million (or its equivalent) and that judgement is not:

(i) satisfied or stayed within 15 Business Days of the date for payment; or

(ii) being appealed by an Obligor in good faith; or

(l) (reduction of capital) without the consent of the Facility Agent or as otherwise permitted under the Finance Documents, an Obligor takes any action to reduce its capital, buy back any of its shares or make any of its shares capable of being called up only in certain circumstances (such as by passing a resolution or calling a meeting to consider such a resolution); or

(m) (Material Adverse Effect) an event occurs which has, or is likely to have (or a series of events occur which, together, have or are likely to have) a Material Adverse Effect.

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1.2 Consequences of default

If an Event of Default is continuing, then the Facility Agent (acting on the instructions of the Majority Lenders) may at any time:

(a) declare by notice to the Borrower that any of the Secured Money is either:

(i) payable on demand; or

(ii) immediately due for payment;

(b) declare by notice to the Borrower that the Lenders’ obligations specified in the notice are terminated and their Commitments specified in the notice are cancelled;

(c) at the cost of the Borrower, appoint a firm of independent accountants or other experts to review and report to the Facility Agent and the Lenders on the affairs, financial condition and business of any Obligor;

(d) instruct the Security Trustee to exercise its rights under (and in accordance with the terms of) the Security Trust Deed or any Security;

(e) take any other action (or instruct the Security Trustee to take any other action) permitted under any Finance Document.

The Facility Agent may also declare that cash cover provided in respect of each Letter of Credit is immediately due and payable or payable on demand whereupon it shall become immediately due and payable or payable on demand.

The Facility Agent may do any or all of these things. The making of any declaration gives immediate effect to its provisions.

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Schedule 6 Excluded Collateral – Relevant Contracts

1 Rolling Stock Maintenance Agreement between Freightliner Australia Pty Ltd (Freightliner) and Downer EDI Rail Pty Ltd (Downer EDI) dated on or around 1 July 2015

2 Equipment Lease Agreement between CIMC Rolling Stock Australia Pty Ltd (CARS) and Freightliner Australia Pty Ltd (Freightliner) dated 26 February 2014

3 Amended and Restated Rail Haulage Agreement between OneSteel Manufacturing Pty Limited (OneSteel), Genesee & Wyoming Australia Pty Ltd (GWA) and Arrium Limited (Guarantor) dated 17 July 2012

4 Plant Hire Contract between Swietelsky CPB Rail Joint Venture (SCRJV) and Freightliner Australia Pty Ltd (Hirer) dated 6 April 2016

5 Riverina Intermodal Freight and Logistics Hub Exclusivity Agreement between Council of the City of Wagga Wagga (Council) and Genesee & Wyoming Australia Pty Ltd (Proponent), dated 18 November 2015

6 Rail Haulage Services Agreement (Wee Waa Facility) between Freightliner Australia Pty Ltd (Freightliner) and Namoi Cotton Alliance (unincorporated joint venture of Louis Dreyfus Commodities Melbourne JVP Pty Ltd and Namcott Marketing Pty Ltd) originally dated 1 July 2009, as amended and restated

7 Standing Offer for Hook and Pull Services Agreement between Australian Rail Track Corporation Ltd (ARTC) and Freightliner Australia Pty Ltd (Freightliner) dated 16 June 2016

8 RailCorp Track Access Agreement between Rail Corporation New South Wales (RailCorp) and Genesee & Wyoming Australia Pty Ltd as the ‘Rail Operator’ (GWA) dated 27 June 2013 (as amended)

9 RailCorp Track Access Agreement between Rail Corporation New South Wales (RailCorp) and Freightliner Australia Pty Ltd as the ‘Rail Operator’ (Freightliner) 19 June 2015

10 Licence Agreement for Exclusive Management between Australian Rail Track Corporation Limited (ARTC) and Genesee & Wyoming Australia Pty Ltd (GWA) (formerly Australia Southern Railroad Pty Ltd) dated 10 November 2000

11 Licence Agreement (Goods Sidings) between Australian Rail Track Corporation Limited (ARTC) and Genesee & Wyoming Australia Pty Ltd (GWA) (formerly Australia Southern Railroad Pty Ltd) dated 1 June 2004

12 Rail Management Agreement between Flinders Ports Pty Limited (ACN 097 377 172) (Flinders Ports) and Genesee & Wyoming Australia Pty Ltd (ACN 079 444 296) (GWA) dated 12 January 2012

13 Port Adelaide Bulk Precinct Rail Access Agreement between Flinders Ports Pty Limited (ACN 097 377 172) (Flinders Ports) and Genesee & Wyoming Australia Pty Ltd (ACN 079 444 296) (GWA) dated 11 January 2012, as amended on 17 September 2012

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14 2007 SA Ground Lease between Minister for Transport (Minister) to Genesee & Wyoming Australia Pty. Ltd (GWA) dated 3 August 2007

15 2011 SA Ground Lease between Minister for Transport as landlord (Minister) to Genesee & Wyoming Australia Pty. Ltd (GWA) dated 24 November 2011

16 Memorandum of Underlease between Coffey Corporate Pty Ltd (Coffey) and Genesee & Wyoming Australia Pty Ltd (GWA) undated (‘Keswick Office Lease’)

17 Lease from Overland Consolidated Pty Limited as landlord (Overland) to Freightliner Australia Pty Ltd as tenant (Freightliner) dated 22 August 2008 (“Pymble Office Lease”)

18 Sandgate Depot Lease from Peter Di Prinzio and Rita Di Prinzio (together, the Landlord) to Freightliner Australia Coal Haulage Pty Ltd (FLACH)Sandgate Depot Lease from Peter Di Prinzio and Rita Di Prinzio (together, the Landlord) to Freightliner Australia Coal Haulage Pty Ltd (FLACH)

19 Whyalla Lease between One Steel Manufacturing Pty Ltd as landlord (OneSteel) and Genesee & Wyoming Australia Pty Ltd (GWA)

20 Deed of Agreement to Lease and Charge between GWA (formerly Australia Southern Railroad Pty Ltd), SA Rail Pty Ltd and The Minister for Transport and Urban Planning, dated 7 November 1997

© King & Wood Mallesons	Debt Term Sheet	82
29493484_46	14 October 2016

Debt Term Sheet

Schedule 7 Designated Rolling Stock

© King & Wood Mallesons	Debt Term Sheet	83
29493484_46

LOCOMOTIVE LISTING

Company	Loco #	Class	Gauge	HP	Group	Age (RANGE)	Actual Age	Owned / Leased
GWA	701	700	SG	2000	Low Hp	20+	45	Owned
GWA	703	700	SG	2000	Low Hp	20+	45	Owned
GWA	705	700	SG	2000	Low Hp	20+	44	Owned
VIPER	2207	2200	SG	2000	Low Hp	20+	47	Owned
VIPER	2210	2200	SG	2000	Low Hp	20+	47	Owned
VIPER	2212	2200	SG	2000	Low Hp	20+	47	Owned
VIPER	2214	2200	SG	2000	Low Hp	20+	47	Owned
GWA	2216	2200	SG	2000	Low Hp	20+	47	Owned
GWA	ALF18	ALF	SG	3000	3000Hp	20+	40	Owned
GWA	ALF19	ALF	SG	3000	3000Hp	20+	40	Owned
GWA	ALF20	ALF	SG	3000	3000Hp	20+	39	Owned
GWA	ALF21	ALF	SG	3000	3000Hp	20+	40	Owned
GWA	ALF22	ALF	SG	3000	3000Hp	20+	39	Owned
GWA	ALF23	ALF	SG	3000	3000Hp	20+	39	Owned
GWA	ALF24	ALF	SG	3000	3000Hp	20+	39	Owned
GWA	CLF5	CLF	SG	3000	3000Hp	20+	45	Owned
GWA	CLF6	CLF	SG	3000	3000Hp	20+	46	Owned
GWA	CLP8	CLP	SG	3000	3000Hp	20+	45	Owned
GWA	CLP14	CLP	SG	3000	3000Hp	20+	46	Owned
GWA	CLP16	CLP	SG	3000	3000Hp	20+	45	Owned
GWA	CLP17	CLP	SG	3000	3000Hp	20+	45	Owned
GWA	GM37	GM	SG	1850	3000Hp	20+	50	Owned
GWA	GM38	GM	SG	1850	3000Hp	20+	50	Owned
GWA	GM40	GM	SG	1850	3000Hp	20+	49	Owned
GWA	GM42	GM	SG	1850	3000Hp	20+	49	Owned
GWA	GM43	GM	SG	1850	3000Hp	20+	49	Owned
GWA	GM45	GM	SG	1850	3000Hp	20+	49	Owned
GWA	GM46	GM	SG	1850	3000Hp	20+	49	Owned
GWA	GM47	GM	SG	1850	3000Hp	20+	49	Owned
GWA	GWA1	GWA	SG	4300	High Hp	5-10	5	Owned
GWA	GWA2	GWA	SG	4300	High Hp	5-10	5	Owned
GWA	GWA3	GWA	SG	4300	High Hp	5-10	5	Owned
GWA	GWA4	GWA	SG	4300	High Hp	5-10	5	Owned
GWA	GWA5	GWA	SG	4300	High Hp	5-10	5	Owned
GWA	GWA6	GWA	SG	4300	High Hp	5-10	5	Owned
GWA	GWA7	GWA	SG	4300	High Hp	5-10	5	Owned
GWA	GWA8	GWA	SG	4300	High Hp	5-10	5	Owned
GWA	GWA9	GWA	SG	4300	High Hp	0-5	4	Owned
GWA	GWA10	GWA	SG	4300	High Hp	0-5	4	Owned
GWA	GWU1	GWU	SG	4300	High Hp	0-5	4	Owned
GWA	GWU2	GWU	SG	4300	High Hp	0-5	4	Owned
GWA	GWU3	GWU	SG	4300	High Hp	0-5	4	Owned
GWA	GWU4	GWU	SG	4300	High Hp	0-5	4	Owned
GWA	GWU5	GWU	SG	4300	High Hp	0-5	4	Owned
GWA	GWU6	GWU	SG	4300	High Hp	0-5	4	Owned
GWA	GWU7	GWU	SG	4300	High Hp	0-5	4	Owned
GWA	GWU8	GWU	SG	4300	High Hp	0-5	4	Owned
GWA	GWU9	GWU	SG	4300	High Hp	0-5	4	Owned

GWA	1301	1300	NG	1500	Low Hp	20+	60	Owned
GWA	1302	1300	NG	1500	Low Hp	20+	60	Owned
GWA	1303	1300	NG	1500	Low Hp	20+	60	Owned
GWA	1304	1300	NG	1500	Low Hp	20+	60	Owned
GWA	1907	1907	NG	1600	Low Hp	20+	44	Owned
GWA	901	900	SG	900	Low Hp	20+	47	Owned
GWA	903	900	SG	900	Low Hp	20+	56	Owned
GWA	904	900	NG	900	Low Hp	20+	56	Owned
GWA	907	900	NG	900	Low Hp	20+	46	Owned
GWA	ck1	CK	SG	900	Low Hp	20+	49	Owned
GWA	ck3	CK	NG	900	Low Hp	20+	49	Owned
GWA	ck4	CK	NG	900	Low Hp	20+	49	Owned
GWA	ck5	CK	NG	900	Low Hp	20+	49	Owned
GWA	GWN1	GWN	NG	3000	3000Hp	0-5	4	Owned
GWA	GWN2	GWN	NG	3000	3000Hp	0-5	4	Owned
GWA	GWN3	GWN	NG	3000	3000Hp	0-5	4	Owned
GWA	GWN4	GWN	NG	3000	3000Hp	0-5	4	Owned
GWA	GWN5	GWN	NG	3000	3000Hp	0-5	4	Owned
GWA	GM45	GM	SG	1850	Low Hp	20+	49	Owned
GWA	1601	1600	NG	1550	Low Hp	20+	45	Owned
GWA	1603	1600	NG	1550	Low Hp	20+	45	Owned
GWA	1606	1600	NG	1550	Low Hp	20+	45	Owned
GWA	859	830	NG	900	Low Hp	20+	53	Owned
GWA	873	830	NG	900	Low Hp	20+	56	Owned
GWA	846	830	NG	900	Low Hp	20+	53	Owned
GWA	850	830	NG	900	Low Hp	20+	54	Owned
GWA	851	830	NG	900	Low Hp	20+	54	Owned
GWA	902	900	NG	900	Low Hp	20+	56	Owned
GWA	905	900	NG	900	Low Hp	20+	57	Owned
GWA	906	900	NG	900	Low Hp	20+	56	Owned
GWA	1203	1200	NG	1600	Low Hp	20+	51	Owned
GWA	1204	1200	NG	1600	Low Hp	20+	51	Owned
GWA	843	830	BG	900	Low Hp	20+	54	Owned
GWA	844	830	BG	900	Low Hp	20+	54	Owned
FLA	G533	G	SG	3000	3000Hp	20+	28	Owned
FLA	G535	G	SG	3000	3000Hp	20+	28	Owned

Wagon Listing

Company	#	Description	Class	Number	Active / InActive	Business	US Type
GWA	1	Crew Van-SG	ADFY	1	InActive	Crew Van	Coach
GWA	2	Crew Van-SG	ADFY	2	Active	Crew Van	Coach
GWA	3	Crew Van-SG	ADFY	3	InActive	Crew Van	Coach
GWA	4	Crew Van-SG	ADFY	4	Active	Crew Van	Coach
GWA	6	Crew Van-SG	ADFY	6	Active	Crew Van	Coach
GWA	7	Crew Van-SG	ADFY	7	Active	Bootu	Coach
GWA	1	Container Flat Wagon-BG	AFGF	3	InActive	Stored	Flats
GWA	2	Container Flat Wagon-BG	AFGF	13	InActive	Stored	Flats
GWA	3	Container Flat Wagon-BG	AFGF	17	InActive	Stored	Flats
GWA	4	Container Flat Wagon-BG	AFGF	18	InActive	Stored	Flats
GWA	5	Container Flat Wagon-BG	AFGF	19	InActive	Stored	Flats
GWA	6	Container Flat Wagon-BG	AFGF	35	InActive	Stored	Flats
GWA	7	Container Flat Wagon-BG	AFGF	39	InActive	Stored	Flats
GWA	8	Container Flat Wagon-BG	AFGF	46	InActive	Stored	Flats
GWA	9	Container Flat Wagon-BG	AFGF	49	InActive	Stored	Flats
GWA	10	Container Flat Wagon-BG	AFGF	1627	InActive	Stored	Flats
GWA	11	Container Flat Wagon-BG	AFGF	1630	InActive	Stored	Flats
GWA	12	Container Flat Wagon-BG	AFGF	1639	InActive	Stored	Flats
GWA	13	Container Flat Wagon-BG	AFGF	1657	InActive	Stored	Flats
GWA	14	Container Flat Wagon-BG	AFGF	1665	InActive	Stored	Flats
GWA	15	Container Flat Wagon-BG	AFGF	1769	InActive	Stored	Flats
GWA	1	Sleeper & Rail Flat Wagon-SG	AFKX	1	InActive	Stored	Flats
GWA	2	Sleeper & Rail Flat Wagon-SG	AFKX	1	InActive	Stored	Flats
GWA	3	Sleeper & Rail Flat Wagon-SG	AFKX	1	InActive	Stored	Flats
GWA	4	Sleeper & Rail Flat Wagon-SG	AFKX	1	InActive	Stored	Flats
GWA	5	Sleeper & Rail Flat Wagon-SG	AFKX	1	InActive	Stored	Flats
GWA	6	Sleeper & Rail Flat Wagon-SG	AFKX	2	InActive	Stored	Flats
GWA	7	Sleeper & Rail Flat Wagon-SG	AFKX	2	InActive	Stored	Flats
GWA	8	Sleeper & Rail Flat Wagon-SG	AFKX	2	InActive	Stored	Flats
GWA	9	Sleeper & Rail Flat Wagon-SG	AFKX	2	InActive	Stored	Flats
GWA	10	Sleeper & Rail Flat Wagon-SG	AFKX	2	InActive	Stored	Flats
GWA	11	Sleeper & Rail Flat Wagon-SG	AFKX	3	InActive	Stored	Flats
GWA	12	Sleeper & Rail Flat Wagon-SG	AFKX	3	InActive	Stored	Flats
GWA	13	Sleeper & Rail Flat Wagon-SG	AFKX	3	InActive	Stored	Flats
GWA	14	Sleeper & Rail Flat Wagon-SG	AFKX	3	InActive	Stored	Flats
GWA	15	Sleeper & Rail Flat Wagon-SG	AFKX	3	InActive	Stored	Flats
GWA	16	Sleeper & Rail Flat Wagon-SG	AFKX	4	InActive	Stored	Flats
GWA	17	Sleeper & Rail Flat Wagon-SG	AFKX	4	InActive	Stored	Flats
GWA	18	Sleeper & Rail Flat Wagon-SG	AFKX	4	InActive	Stored	Flats
GWA	19	Sleeper & Rail Flat Wagon-SG	AFKX	4	InActive	Stored	Flats
GWA	20	Sleeper & Rail Flat Wagon-SG	AFKX	4	InActive	Stored	Flats
GWA	21	Sleeper & Rail Flat Wagon-SG	AFKX	5	InActive	Stored	Flats
GWA	22	Sleeper & Rail Flat Wagon-SG	AFKX	6	InActive	Stored	Flats
GWA	22	Sleeper & Rail Flat Wagon-SG	AFKX	7	InActive	Stored	Flats
GWA	23	Sleeper & Rail Flat Wagon-SG	AFKX	8	InActive	Stored	Flats
GWA	24	Sleeper & Rail Flat Wagon-SG	AFKX	9	InActive	Stored	Flats
GWA	25	Sleeper & Rail Flat Wagon-SG	AFKX	10	InActive	Stored	Flats
GWA	26	Sleeper & Rail Flat Wagon-SG	AFKX	11	InActive	Stored	Flats
GWA	1	Flat Wagon-SG	AFTF	8572	InActive	Stored	Flats
GWA	1	Sleeper & Rail Flat Wagon-SG	AFTY	4	InActive	Stored	Flats
GWA	2	Sleeper & Rail Flat Wagon-SG	AFTY	5	InActive	Stored	Flats
GWA	3	Sleeper & Rail Flat Wagon-SG	AFTY	6	InActive	Stored	Flats
GWA	4	Sleeper & Rail Flat Wagon-SG	AFTY	8	InActive	Stored	Flats
GWA	5	Sleeper & Rail Flat Wagon-SG	AFTY	9	InActive	Stored	Flats
GWA	6	Sleeper & Rail Flat Wagon-SG	AFTY	10	InActive	Stored	Flats
GWA	7	Sleeper & Rail Flat Wagon-SG	AFTY	11	InActive	Stored	Flats
GWA	8	Sleeper & Rail Flat Wagon-SG	AFTY	13	InActive	Stored	Flats
GWA	9	Sleeper & Rail Flat Wagon-SG	AFTY	15	InActive	Stored	Flats
GWA	1	Shunt Fender-SG	AGGY	1	Active	SG Grain	Flats
GWA	1	Ballast Hopper-BG-50 tonne bogies	AHBF-BG	7	InActive	Stored	Hoppers
GWA	2	Ballast Hopper-BG-50 tonne bogies	AHBF-BG	8	InActive	Stored	Hoppers
GWA	3	Ballast Hopper-BG-50 tonne bogies	AHBF-BG	13	InActive	Stored	Hoppers
GWA	4	Ballast Hopper-BG-50 tonne bogies	AHBF-BG	27	InActive	Stored	Hoppers

GWA	1	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	5	InActive	Surplus	Hoppers
GWA	2	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	14	InActive	Stored	Hoppers
GWA	3	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	18	InActive	Surplus	Hoppers
GWA	4	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	19	InActive	Surplus	Hoppers
GWA	5	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	29	InActive	Surplus	Hoppers
GWA	6	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	40	InActive	Surplus	Hoppers
GWA	7	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	41	InActive	Surplus	Hoppers
GWA	8	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	42	InActive	Surplus	Hoppers
GWA	9	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	45	InActive	Surplus	Hoppers
GWA	10	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	46	InActive	Surplus	Hoppers
GWA	11	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	47	InActive	Surplus	Hoppers
GWA	12	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	48	InActive	Surplus	Hoppers
GWA	13	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	50	InActive	Stored	Hoppers
GWA	14	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	62	InActive	Stored	Hoppers
GWA	15	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	64	InActive	Stored	Hoppers
GWA	16	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	65	InActive	Stored	Hoppers
GWA	1	Ballast Hopper-SG-70 tonne bogie	AHBY	1	Active	GWA - NT	Hoppers
GWA	2	Ballast Hopper-SG-70 tonne bogie	AHBY	3	Active	GWA - NT	Hoppers
GWA	3	Ballast Hopper-SG-70 tonne bogie	AHBY	6	Active	GWA - NT	Hoppers
GWA	4	Ballast Hopper-SG-70 tonne bogie	AHBY	11	Active	GWA - NT	Hoppers
GWA	5	Ballast Hopper-SG-70 tonne bogie	AHBY	12	Active	GWA - NT	Hoppers
GWA	6	Ballast Hopper-SG-70 tonne bogie	AHBY	15	Active	GWA - NT	Hoppers
GWA	7	Ballast Hopper-SG-70 tonne bogie	AHBY	17	Active	GWA - NT	Hoppers
GWA	8	Ballast Hopper-SG-70 tonne bogie	AHBY	20	Active	GWA - NT	Hoppers
GWA	9	Ballast Hopper-SG-70 tonne bogie	AHBY	25	Active	GWA - NT	Hoppers
GWA	10	Ballast Hopper-SG-70 tonne bogie	AHBY	28	Active	GWA - NT	Hoppers
GWA	11	Ballast Hopper-SG-70 tonne bogie	AHBY	30	Active	GWA - NT	Hoppers
GWA	12	Ballast Hopper-SG-70 tonne bogie	AHBY	31	Active	GWA - NT	Hoppers
GWA	13	Ballast Hopper-SG-70 tonne bogie	AHBY	32	Active	GWA - NT	Hoppers
GWA	14	Ballast Hopper-SG-70 tonne bogie	AHBY	33	Active	GWA - NT	Hoppers
GWA	15	Ballast Hopper-SG-70 tonne bogie	AHBY	34	Active	GWA - NT	Hoppers
GWA	16	Ballast Hopper-SG-70 tonne bogie	AHBY	35	Active	GWA - NT	Hoppers
GWA	17	Ballast Hopper-SG-70 tonne bogie	AHBY	37	Active	GWA - NT	Hoppers
GWA	18	Ballast Hopper-SG-70 tonne bogie	AHBY	38	Active	GWA - NT	Hoppers
GWA	19	Ballast Hopper-SG-70 tonne bogie	AHBY	43	Active	GWA - NT	Hoppers
GWA	20	Ballast Hopper-SG-70 tonne bogie	AHBY	51	Active	GWA - NT	Hoppers
GWA	21	Ballast Hopper-SG-70 tonne bogie	AHBY	53	Active	GWA - NT	Hoppers
GWA	22	Ballast Hopper-SG-70 tonne bogie	AHBY	54	Active	GWA - NT	Hoppers
GWA	23	Ballast Hopper-SG-70 tonne bogie	AHBY	55	Active	GWA - NT	Hoppers
GWA	24	Ballast Hopper-SG-70 tonne bogie	AHBY	57	Active	GWA - NT	Hoppers
GWA	25	Ballast Hopper-SG-70 tonne bogie	AHBY	59	Active	GWA - NT	Hoppers
GWA	1	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	2	Active	GWA - NT	Hoppers
GWA	2	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	4	Active	GWA - NT	Hoppers
GWA	3	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	9	Active	GWA - NT	Hoppers
GWA	4	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	10	InActive	Stored	Hoppers
GWA	5	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	16	Active	GWA - NT	Hoppers
GWA	6	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	21	Active	GWA - NT	Hoppers
GWA	7	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	23	InActive	Stored	Hoppers
GWA	8	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	24	Active	GWA - NT	Hoppers
GWA	9	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	26	Active	GWA - NT	Hoppers
GWA	10	Ballast Hopper-SG-50 tonne bogies	AHBF-SG	63	Active	GWA - NT	Hoppers
GWA	1	Grain Hopper-SG	AHGX	3	Active	SG Grain	Covered Hopper
GWA	2	Grain Hopper-SG	AHGX	4	Active	SG Grain	Covered Hopper
GWA	3	Grain Hopper-SG	AHGX	7	Active	SG Grain	Covered Hopper
GWA	4	Grain Hopper-SG	AHGX	9	Active	SG Grain	Covered Hopper
GWA	5	Grain Hopper-SG	AHGX	12	Active	SG Grain	Covered Hopper
GWA	6	Grain Hopper-SG	AHGX	15	Active	SG Grain	Covered Hopper
GWA	7	Grain Hopper-SG	AHGX	19	Active	SG Grain	Covered Hopper
GWA	8	Grain Hopper-SG	AHGX	20	Active	SG Grain	Covered Hopper
GWA	9	Grain Hopper-SG	AHGX	21	Active	SG Grain	Covered Hopper
GWA	10	Grain Hopper-SG	AHGX	22	Active	SG Grain	Covered Hopper
GWA	11	Grain Hopper-SG	AHGX	23	Active	SG Grain	Covered Hopper
GWA	12	Grain Hopper-SG	AHGX	24	Active	SG Grain	Covered Hopper
GWA	13	Grain Hopper-SG	AHGX	25	Active	SG Grain	Covered Hopper
GWA	14	Grain Hopper-SG	AHGX	26	Active	SG Grain	Covered Hopper
GWA	15	Grain Hopper-SG	AHGX	27	Active	SG Grain	Covered Hopper

GWA	16	Grain Hopper-SG	AHGX	28	Active	SG Grain	Covered Hopper
GWA	17	Grain Hopper-SG	AHGX	29	Active	SG Grain	Covered Hopper
GWA	18	Grain Hopper-SG	AHGX	31	Active	SG Grain	Covered Hopper
GWA	19	Grain Hopper-SG	AHGX	33	Active	SG Grain	Covered Hopper
GWA	20	Grain Hopper-SG	AHGX	34	Active	SG Grain	Covered Hopper
GWA	21	Grain Hopper-SG	AHGX	35	Active	SG Grain	Covered Hopper
GWA	22	Grain Hopper-SG	AHGX	36	Active	SG Grain	Covered Hopper
GWA	23	Grain Hopper-SG	AHGX	38	Active	SG Grain	Covered Hopper
GWA	24	Grain Hopper-SG	AHGX	39	Active	SG Grain	Covered Hopper
GWA	25	Grain Hopper-SG	AHGX	40	Active	SG Grain	Covered Hopper
GWA	26	Grain Hopper-SG	AHGX	43	Active	SG Grain	Covered Hopper
GWA	27	Grain Hopper-SG	AHGX	44	Active	SG Grain	Covered Hopper
GWA	28	Grain Hopper-SG	AHGX	46	Active	SG Grain	Covered Hopper
GWA	29	Grain Hopper-SG	AHGX	47	Active	SG Grain	Covered Hopper
GWA	30	Grain Hopper-SG	AHGX	48	Active	SG Grain	Covered Hopper
GWA	31	Grain Hopper-SG	AHGX	49	Active	SG Grain	Covered Hopper
GWA	1	Grain Hopper-SG	AHHF	1	Active	SG Grain	Covered Hopper
GWA	2	Grain Hopper-SG	AHHF	2	Active	SG Grain	Covered Hopper
GWA	3	Grain Hopper-SG	AHHF	3	Active	SG Grain	Covered Hopper
GWA	4	Grain Hopper-SG	AHHF	4	Active	SG Grain	Covered Hopper
GWA	5	Grain Hopper-SG	AHHF	5	Active	SG Grain	Covered Hopper
GWA	6	Grain Hopper-SG	AHHF	6	Active	SG Grain	Covered Hopper
GWA	7	Grain Hopper-SG	AHHF	7	Active	SG Grain	Covered Hopper
GWA	8	Grain Hopper-SG	AHHF	8	Active	SG Grain	Covered Hopper
GWA	9	Grain Hopper-SG	AHHF	9	Active	SG Grain	Covered Hopper
GWA	10	Grain Hopper-SG	AHHF	10	Active	SG Grain	Covered Hopper
GWA	11	Grain Hopper-SG	AHHF	11	Active	SG Grain	Covered Hopper
GWA	12	Grain Hopper-SG	AHHF	12	Active	SG Grain	Covered Hopper
GWA	13	Grain Hopper-SG	AHHF	13	Active	SG Grain	Covered Hopper
GWA	14	Grain Hopper-SG	AHHF	14	Active	SG Grain	Covered Hopper
GWA	15	Grain Hopper-SG	AHHF	15	Active	SG Grain	Covered Hopper
GWA	16	Grain Hopper-SG	AHHF	16	Active	SG Grain	Covered Hopper
GWA	17	Grain Hopper-SG	AHHF	17	Active	SG Grain	Covered Hopper
GWA	18	Grain Hopper-SG	AHHF	18	Active	SG Grain	Covered Hopper
GWA	19	Grain Hopper-SG	AHHF	19	Active	SG Grain	Covered Hopper
GWA	20	Grain Hopper-SG	AHHF	20	Active	SG Grain	Covered Hopper
GWA	21	Grain Hopper-SG	AHHF	21	Active	SG Grain	Covered Hopper
GWA	22	Grain Hopper-SG	AHHF	22	Active	SG Grain	Covered Hopper
GWA	23	Grain Hopper-SG	AHHF	23	Active	SG Grain	Covered Hopper
GWA	24	Grain Hopper-SG	AHHF	24	Active	SG Grain	Covered Hopper
GWA	25	Grain Hopper-SG	AHHF	25	Active	SG Grain	Covered Hopper
GWA	26	Grain Hopper-SG	AHHF	26	Active	SG Grain	Covered Hopper
GWA	27	Grain Hopper-SG	AHHF	27	Active	SG Grain	Covered Hopper
GWA	1	Iron Ore Hopper-NG	AHOF	14601	Active	OneSteel	Hoppers
GWA	2	Iron Ore Hopper-NG	AHOF	14602	Active	OneSteel	Hoppers
GWA	3	Iron Ore Hopper-NG	AHOF	14603	Active	OneSteel	Hoppers
GWA	4	Iron Ore Hopper-NG	AHOF	14604	Active	OneSteel	Hoppers
GWA	5	Iron Ore Hopper-NG	AHOF	14605	Active	OneSteel	Hoppers
GWA	6	Iron Ore Hopper-NG	AHOF	14606	Active	OneSteel	Hoppers
GWA	7	Iron Ore Hopper-NG	AHOF	14607	Active	OneSteel	Hoppers
GWA	8	Iron Ore Hopper-NG	AHOF	14608	Active	OneSteel	Hoppers
GWA	9	Iron Ore Hopper-NG	AHOF	14609	Active	OneSteel	Hoppers
GWA	10	Iron Ore Hopper-NG	AHOF	14610	Active	OneSteel	Hoppers
GWA	11	Iron Ore Hopper-NG	AHOF	14611	Active	OneSteel	Hoppers
GWA	12	Iron Ore Hopper-NG	AHOF	14612	Active	OneSteel	Hoppers
GWA	13	Iron Ore Hopper-NG	AHOF	14613	Active	OneSteel	Hoppers
GWA	14	Iron Ore Hopper-NG	AHOF	14614	Active	OneSteel	Hoppers
GWA	15	Iron Ore Hopper-NG	AHOF	14615	Active	OneSteel	Hoppers
GWA	16	Iron Ore Hopper-NG	AHOF	14616	Active	OneSteel	Hoppers
GWA	17	Iron Ore Hopper-NG	AHOF	14617	Active	OneSteel	Hoppers
GWA	18	Iron Ore Hopper-NG	AHOF	14618	Active	OneSteel	Hoppers
GWA	19	Iron Ore Hopper-NG	AHOF	14619	Active	OneSteel	Hoppers
GWA	20	Iron Ore Hopper-NG	AHOF	14620	Active	OneSteel	Hoppers
GWA	21	Iron Ore Hopper-NG	AHOF	14621	Active	OneSteel	Hoppers
GWA	22	Iron Ore Hopper-NG	AHOF	14622	Active	OneSteel	Hoppers
GWA	23	Iron Ore Hopper-NG	AHOF	14623	Active	OneSteel	Hoppers
GWA	24	Iron Ore Hopper-NG	AHOF	14624	Active	OneSteel	Hoppers
GWA	25	Iron Ore Hopper-NG	AHOF	14625	Active	OneSteel	Hoppers
GWA	26	Iron Ore Hopper-NG	AHOF	14626	Active	OneSteel	Hoppers

GWA	27	Iron Ore Hopper-NG	AHOF	14627	Active	OneSteel	Hoppers
GWA	28	Iron Ore Hopper-NG	AHOF	14628	Active	OneSteel	Hoppers
GWA	29	Iron Ore Hopper-NG	AHOF	14629	Active	OneSteel	Hoppers
GWA	30	Iron Ore Hopper-NG	AHOF	14630	Active	OneSteel	Hoppers
GWA	31	Iron Ore Hopper-NG	AHOF	14631	Active	OneSteel	Hoppers
GWA	32	Iron Ore Hopper-NG	AHOF	14632	Active	OneSteel	Hoppers
GWA	33	Iron Ore Hopper-NG	AHOF	14633	Active	OneSteel	Hoppers
GWA	34	Iron Ore Hopper-NG	AHOF	14634	Active	OneSteel	Hoppers
GWA	35	Iron Ore Hopper-NG	AHOF	14635	Active	OneSteel	Hoppers
GWA	36	Iron Ore Hopper-NG	AHOF	14636	Active	OneSteel	Hoppers
GWA	37	Iron Ore Hopper-NG	AHOF	14637	Active	OneSteel	Hoppers
GWA	38	Iron Ore Hopper-NG	AHOF	14638	Active	OneSteel	Hoppers
GWA	39	Iron Ore Hopper-NG	AHOF	14639	Active	OneSteel	Hoppers
GWA	40	Iron Ore Hopper-NG	AHOF	14640	Active	OneSteel	Hoppers
GWA	41	Iron Ore Hopper-NG	AHOF	14641	Active	OneSteel	Hoppers
GWA	42	Iron Ore Hopper-NG	AHOF	14642	Active	OneSteel	Hoppers
GWA	43	Iron Ore Hopper-NG	AHOF	14643	Active	OneSteel	Hoppers
GWA	44	Iron Ore Hopper-NG	AHOF	14644	Active	OneSteel	Hoppers
GWA	45	Iron Ore Hopper-NG	AHOF	14645	Active	OneSteel	Hoppers
GWA	46	Iron Ore Hopper-NG	AHOF	14646	Active	OneSteel	Hoppers
GWA	47	Iron Ore Hopper-NG	AHOF	14647	Active	OneSteel	Hoppers
GWA	48	Iron Ore Hopper-NG	AHOF	14648	Active	OneSteel	Hoppers
GWA	49	Iron Ore Hopper-NG	AHOF	14649	Active	OneSteel	Hoppers
GWA	50	Iron Ore Hopper-NG	AHOF	14650	Active	OneSteel	Hoppers
GWA	51	Iron Ore Hopper-NG	AHOF	14651	Active	OneSteel	Hoppers
GWA	52	Iron Ore Hopper-NG	AHOF	14652	Active	OneSteel	Hoppers
GWA	53	Iron Ore Hopper-NG	AHOF	14653	Active	OneSteel	Hoppers
GWA	54	Iron Ore Hopper-NG	AHOF	14654	Active	OneSteel	Hoppers
GWA	55	Iron Ore Hopper-NG	AHOF	14655	Active	OneSteel	Hoppers
GWA	56	Iron Ore Hopper-NG	AHOF	14656	Active	OneSteel	Hoppers
GWA	1	Iron Ore Hopper-NG	AHPF	14657	Active	OneSteel	Hoppers
GWA	2	Iron Ore Hopper-NG	AHPF	14658	Active	OneSteel	Hoppers
GWA	3	Iron Ore Hopper-NG	AHPF	14659	Active	OneSteel	Hoppers
GWA	4	Iron Ore Hopper-NG	AHPF	14660	Active	OneSteel	Hoppers
GWA	5	Iron Ore Hopper-NG	AHPF	14661	Active	OneSteel	Hoppers
GWA	6	Iron Ore Hopper-NG	AHPF	14662	Active	OneSteel	Hoppers
GWA	7	Iron Ore Hopper-NG	AHPF	14663	Active	OneSteel	Hoppers
GWA	8	Iron Ore Hopper-NG	AHPF	14664	Active	OneSteel	Hoppers
GWA	9	Iron Ore Hopper-NG	AHPF	14665	Active	OneSteel	Hoppers
GWA	10	Iron Ore Hopper-NG	AHPF	14666	Active	OneSteel	Hoppers
GWA	11	Iron Ore Hopper-NG	AHPF	14667	Active	OneSteel	Hoppers
GWA	12	Iron Ore Hopper-NG	AHPF	14668	Active	OneSteel	Hoppers
GWA	13	Iron Ore Hopper-NG	AHPF	14669	Active	OneSteel	Hoppers
GWA	14	Iron Ore Hopper-NG	AHPF	14670	Active	OneSteel	Hoppers
GWA	15	Iron Ore Hopper-NG	AHPF	14671	Active	OneSteel	Hoppers
GWA	16	Iron Ore Hopper-NG	AHPF	14672	Active	OneSteel	Hoppers
GWA	17	Iron Ore Hopper-NG	AHPF	14673	Active	OneSteel	Hoppers
GWA	18	Iron Ore Hopper-NG	AHPF	14674	Active	OneSteel	Hoppers
GWA	19	Iron Ore Hopper-NG	AHPF	14675	Active	OneSteel	Hoppers
GWA	20	Iron Ore Hopper-NG	AHPF	14676	Active	OneSteel	Hoppers
GWA	21	Iron Ore Hopper-NG	AHPF	14677	Active	OneSteel	Hoppers
GWA	22	Iron Ore Hopper-NG	AHPF	14678	Active	OneSteel	Hoppers
GWA	23	Iron Ore Hopper-NG	AHPF	14679	Active	OneSteel	Hoppers
GWA	24	Iron Ore Hopper-NG	AHPF	14680	Active	OneSteel	Hoppers
GWA	25	Iron Ore Hopper-NG	AHPF	14681	Active	OneSteel	Hoppers
GWA	26	Iron Ore Hopper-NG	AHPF	14682	Active	OneSteel	Hoppers
GWA	27	Iron Ore Hopper-NG	AHPF	14683	Active	OneSteel	Hoppers
GWA	28	Iron Ore Hopper-NG	AHPF	14684	Active	OneSteel	Hoppers
GWA	29	Iron Ore Hopper-NG	AHPF	14685	Active	OneSteel	Hoppers
GWA	30	Iron Ore Hopper-NG	AHPF	14686	Active	OneSteel	Hoppers
GWA	31	Iron Ore Hopper-NG	AHPF	14687	Active	OneSteel	Hoppers
GWA	32	Iron Ore Hopper-NG	AHPF	14688	Active	OneSteel	Hoppers
GWA	33	Iron Ore Hopper-NG	AHPF	14689	Active	OneSteel	Hoppers
GWA	34	Iron Ore Hopper-NG	AHPF	14690	Active	OneSteel	Hoppers
GWA	35	Iron Ore Hopper-NG	AHPF	14691	Active	OneSteel	Hoppers
GWA	36	Iron Ore Hopper-NG	AHPF	14692	Active	OneSteel	Hoppers
GWA	37	Iron Ore Hopper-NG	AHPF	14693	Active	OneSteel	Hoppers
GWA	38	Iron Ore Hopper-NG	AHPF	14694	Active	OneSteel	Hoppers
GWA	39	Iron Ore Hopper-NG	AHPF	14695	Active	OneSteel	Hoppers
GWA	40	Iron Ore Hopper-NG	AHPF	14696	Active	OneSteel	Hoppers

GWA	41	Iron Ore Hopper-NG	AHPF	14697	Active	OneSteel	Hoppers
GWA	42	Iron Ore Hopper-NG	AHPF	14698	Active	OneSteel	Hoppers
GWA	43	Iron Ore Hopper-NG	AHPF	14699	Active	OneSteel	Hoppers
GWA	44	Iron Ore Hopper-NG	AHPF	14700	Active	OneSteel	Hoppers
GWA	45	Iron Ore Hopper-NG	AHPF	14701	Active	OneSteel	Hoppers
GWA	46	Iron Ore Hopper-NG	AHPF	14702	Active	OneSteel	Hoppers
GWA	47	Iron Ore Hopper-NG	AHPF	14703	Active	OneSteel	Hoppers
GWA	48	Iron Ore Hopper-NG	AHPF	14704	Active	OneSteel	Hoppers
GWA	49	Iron Ore Hopper-NG	AHPF	14705	Active	OneSteel	Hoppers
GWA	50	Iron Ore Hopper-NG	AHPF	14706	Active	OneSteel	Hoppers
GWA	51	Iron Ore Hopper-NG	AHPF	14707	Active	OneSteel	Hoppers
GWA	52	Iron Ore Hopper-NG	AHPF	14708	Active	OneSteel	Hoppers
GWA	53	Iron Ore Hopper-NG	AHPF	14709	Active	OneSteel	Hoppers
GWA	54	Iron Ore Hopper-NG	AHPF	14710	Active	OneSteel	Hoppers
GWA	55	Iron Ore Hopper-NG	AHPF	14711	Active	OneSteel	Hoppers
GWA	56	Iron Ore Hopper-NG	AHPF	14712	Active	OneSteel	Hoppers
GWA	57	Iron Ore Hopper-NG	AHPF	14713	Active	OneSteel	Hoppers
GWA	58	Iron Ore Hopper-NG	AHPF	14714	Active	OneSteel	Hoppers
GWA	59	Iron Ore Hopper-NG	AHPF	14715	Active	OneSteel	Hoppers
GWA	1	Marble Hopper-SG	AHTF	1453	InActive	Stored	Hoppers
GWA	1	Bulk Steel Open-NG	AKHX-NG	9	InActive	NG-Ballast	Flats
GWA	2	Bulk Steel Open-NG	AKHX-NG	20	InActive	NG-Ballast	Flats
GWA	3	Bulk Steel Open-NG	AKHX-NG	28	InActive	NG-Ballast	Flats
GWA	4	Bulk Steel Open-NG	AKHX-NG	78	InActive	NG-Ballast	Flats
GWA	1	Bulk Steel Open-SG	AKHX	27	InActive	Stored	Flats
GWA	2	Bulk Steel Open-SG	AKHX	35	InActive	Stored	Flats
GWA	3	Bulk Steel Open-SG	AKHX	51	InActive	Stored	Flats
GWA	4	Bulk Steel Open-SG	AKHX	52	InActive	Stored	Flats
GWA	5	Bulk Steel Open-SG	AKHX	56	InActive	Stored	Flats
GWA	6	Bulk Steel Open-SG	AKHX	71	InActive	Stored	Flats
GWA	7	Bulk Steel Open-SG	AKHX	73	InActive	Stored	Flats
GWA	8	Bulk Steel Open-SG	AKHX	75	InActive	Stored	Flats
GWA	9	Bulk Steel Open-SG	AKHX	81	InActive	Stored	Flats
GWA	10	Bulk Steel Open-SG	AKHX	82	InActive	Stored	Flats
GWA	11	Bulk Steel Open-SG	AKHX	85	InActive	Stored	Flats
GWA	12	Bulk Steel Open-SG	AKHX	89	InActive	Stored	Flats
GWA	13	Bulk Steel Open-SG	AKHX	90	InActive	Stored	Flats
GWA	14	Bulk Steel Open-SG	AKHX	91	InActive	Stored	Flats
GWA	1	Short Rail Flat Wagon-SG	AKRF	26	InActive	Stored	Flats
GWA	2	Short Rail Flat Wagon-SG	AKRF	37	InActive	Stored	Flats
GWA	3	Short Rail Flat Wagon-SG	AKRF	42	InActive	Stored	Flats
GWA	4	Short Rail Flat Wagon-SG	AKRF	48	InActive	Stored	Flats
GWA	1	Louvre Van-SG	ALGY	57	InActive	Surplus	Box
GWA	1	Louvre Van-SG	ALHX	19	InActive	Surplus	Box
GWA	1	Container Flat Wagon-SG	AQCY	30223	Active	Intermodal	Flats
GWA	2	Container Flat Wagon-SG	AQCY	30225	InActive	Stored	Flats
GWA	3	Container Flat Wagon-SG	AQCY	30229	Active	Intermodal	Flats
GWA	4	Container Flat Wagon-SG	AQCY	30237	Active	Intermodal	Flats
GWA	5	Container Flat Wagon-SG	AQCY	30238	Active	Intermodal	Flats
GWA	6	Container Flat Wagon-SG	AQCY	30301	Active	Intermodal	Flats
GWA	7	Container Flat Wagon-SG	AQCY	30305	InActive	Surplus	Flats
GWA	8	Container Flat Wagon-SG	AQCY	30306	Active	Intermodal	Flats
GWA	9	Container Flat Wagon-SG	AQCY	30307	Active	Intermodal	Flats
GWA	10	Container Flat Wagon-SG	AQCY	30310	Active	Intermodal	Flats
GWA	11	Container Flat Wagon-SG	AQCY	30313	InActive	Stored	Flats
GWA	12	Container Flat Wagon-SG	AQCY	30316	Active	Intermodal	Flats
GWA	13	Container Flat Wagon-SG	AQCY	30317	Active	Intermodal	Flats
GWA	14	Container Flat Wagon-SG	AQCY	30322	Active	Intermodal	Flats
GWA	15	Container Flat Wagon-SG	AQCY	30325	InActive	Surplus	Flats
GWA	16	Container Flat Wagon-SG	AQCY	30326	InActive	Surplus	Flats
GWA	17	Container Flat Wagon-SG	AQCY	30327	Active	Intermodal	Flats
GWA	18	Container Flat Wagon-SG	AQCY	30330	Active	Intermodal	Flats
GWA	19	Container Flat Wagon-SG	AQCY	30331	InActive	Stored	Flats
GWA	20	Container Flat Wagon-SG	AQCY	30333	InActive	Surplus	Flats

GWA	21	Container Flat Wagon-SG	AQCY	30334	InActive	Surplus	Flats
GWA	22	Container Flat Wagon-SG	AQCY	30341	Active	Intermodal	Flats
GWA	23	Container Flat Wagon-SG	AQCY	30342	Active	Intermodal	Flats
GWA	24	Container Flat Wagon-SG	AQCY	30349	Active	Intermodal	Flats
GWA	25	Container Flat Wagon-SG	AQCY	30350	Active	Intermodal	Flats
GWA	26	Container Flat Wagon-SG	AQCY	30352	Active	Intermodal	Flats
GWA	27	Wheel Carrier Flat Wagon-SG	AQCY	30355	Active	GWA	Wheel carrier wagon
GWA	28	Container Flat Wagon-SG	AQCY	30357	Active	Intermodal	Flats
GWA	29	Container Flat Wagon-SG	AQCY	30358	Active	Intermodal	Flats
GWA	30	Container Flat Wagon-SG	AQCY	30361	Active	Intermodal	Flats
GWA	31	Container Flat Wagon-SG	AQCY	30370	Active	Intermodal	Flats
GWA	32	Container Flat Wagon-SG	AQCY	30371	InActive	Stored	Flats
GWA	33	Container Flat Wagon-SG	AQCY	30372	Active	Intermodal	Flats
GWA	34	Container Flat Wagon-SG	AQCY	30375	Active	Intermodal	Flats
GWA	35	Container Flat Wagon-SG	AQCY	30376	Active	Intermodal	Flats
GWA	36	Container Flat Wagon-SG	AQCY	30378	Active	Intermodal	Flats
GWA	37	Container Flat Wagon-SG	AQCY	30379	Active	Intermodal	Flats
GWA	38	Wheel Carrier Flat Wagon-SG	AQCY	30380	Active	GWA	Wheel carrier wagon
GWA	39	Container Flat Wagon-SG	AQCY	30383	Active	Intermodal	Flats
GWA	40	Container Flat Wagon-SG	AQCY	30386	InActive	Stored	Flats
GWA	41	Container Flat Wagon-SG	AQCY	30387	InActive	Surplus	Flats
GWA	42	Container Flat Wagon-SG	AQCY	30391	Active	Intermodal	Flats
GWA	43	Container Flat Wagon-SG	AQCY	30393	Active	Intermodal	Flats
GWA	44	Container Flat Wagon-SG	AQCY	30395	InActive	Surplus	Flats
GWA	45	Container Flat Wagon-SG	AQCY	30396	InActive	Surplus	Flats
GWA	46	Container Flat Wagon-SG	AQCY	30397	Active	Intermodal	Flats
GWA	47	Container Flat Wagon-SG	AQCY	30398	Active	Intermodal	Flats
GWA	48	Container Flat Wagon-SG	AQCY	30400	Active	Intermodal	Flats
GWA	49	Container Flat Wagon-SG	AQCY	30401	Active	Intermodal	Flats
GWA	50	Container Flat Wagon-SG	AQCY	30403	Active	Intermodal	Flats
GWA	51	Container Flat Wagon-SG	AQCY	30404	Active	Intermodal	Flats
GWA	52	Container Flat Wagon-SG	AQCY	30407	Active	Intermodal	Flats
GWA	53	Container Flat Wagon-SG	AQCY	30410	InActive	Surplus	Flats
GWA	54	Container Flat Wagon-SG	AQCY	30417	Active	Intermodal	Flats
GWA	55	Container Flat Wagon-SG	AQCY	30418	Active	Intermodal	Flats
GWA	56	Container Flat Wagon-SG	AQCY	30420	Active	Intermodal	Flats
GWA	57	Container Flat Wagon-SG	AQCY	30421	Active	Intermodal	Flats
GWA	58	Container Flat Wagon-SG	AQCY	30427	InActive	Surplus	Flats
GWA	59	Container Flat Wagon-SG	AQCY	30428	Active	Intermodal	Flats
GWA	60	Container Flat Wagon-SG	AQCY	30436	Active	Intermodal	Flats
GWA	61	Container Flat Wagon-SG	AQCY	30447	Active	Intermodal	Flats
GWA	62	Container Flat Wagon-SG	AQCY	31001	InActive	Surplus	Flats
GWA	63	Container Flat Wagon-SG	AQCY	31007	Active	Intermodal	Flats
GWA	64	Container Flat Wagon-SG	AQCY	31010	Active	Intermodal	Flats
GWA	65	Container Flat Wagon-SG	AQCY	31011	Active	Intermodal	Flats
GWA	66	Container Flat Wagon-SG	AQCY	31012	Active	Intermodal	Flats
GWA	67	Container Flat Wagon-SG	AQCY	31016	Active	Intermodal	Flats
GWA	68	Container Flat Wagon-SG	AQCY	31017	Active	Intermodal	Flats
GWA	69	Container Flat Wagon-SG	AQCY	31019	InActive	Surplus	Flats
GWA	70	Container Flat Wagon-SG	AQCY	31025	InActive	Surplus	Flats
GWA	71	Wheel Carrier Flat Wagon-SG	AQCY	31028	Active	GWA	Wheel carrier wagon
GWA	72	Container Flat Wagon-SG	AQCY	31031	Active	Intermodal	Flats
GWA	73	Container Flat Wagon-SG	AQCY	31035	InActive	Surplus	Flats
GWA	74	Container Flat Wagon-SG	AQCY	31038	Active	Intermodal	Flats
GWA	75	Container Flat Wagon-SG	AQCY	31040	InActive	Surplus	Flats
GWA	76	Container Flat Wagon-SG	AQCY	31042	Active	Intermodal	Flats
GWA	77	Container Flat Wagon-SG	AQCY	31044	Active	Intermodal	Flats
GWA	78	Container Flat Wagon-SG	AQCY	31045	InActive	Stored	Flats
GWA	79	Container Flat Wagon-SG	AQCY	31049	Active	Intermodal	Flats
GWA	80	Container Flat Wagon-SG	AQCY	31053	Active	Intermodal	Flats
GWA	1	Fuel Flat Wagon-Heavy U/frame	AQFY	4278	Active	Southern Iron	Fuel Flats
GWA	2	Fuel Flat Wagon-Heavy U/frame	AQFY	4334	Active	Southern Iron	Fuel Flats
GWA	3	Fuel Flat Wagon-Heavy U/frame	AQFY	4379	Active	Southern Iron	Fuel Flats
GWA	4	Fuel Flat Wagon-Heavy U/frame	AQFY	4388	Active	Southern Iron	Fuel Flats
GWA	1	Container Flat 2 pack-SG	AQKY	1	InActive	Surplus	Flats
GWA	2	Container Flat 2 pack-SG	AQKY	6	InActive	Surplus	Flats
GWA	1	Container Flat Wagon-SG	AQPY	2145	InActive	Stored	Flats
GWA	2	Container Flat Wagon-SG	AQPY	2308	InActive	Stored	Flats

GWA	3	Container Flat Wagon-SG	AQPY	2322	InActive	Stored	Flats
GWA	4	Container Flat Wagon-SG	AQPY	2537	InActive	Stored	Flats
GWA	5	Container Flat Wagon-SG	AQPY	2571	InActive	Stored	Flats
GWA	6	Container Flat Wagon-SG	AQPY	2873	InActive	Stored	Flats
GWA	7	Container Flat Wagon-SG	AQPY	2886	InActive	Stored	Flats
GWA	8	Container Flat Wagon-SG	AQPY	2916	InActive	Stored	Flats
GWA	9	Container Flat Wagon-SG	AQPY	2942	InActive	Stored	Flats
GWA	10	Container Flat Wagon-SG	AQPY	2948	InActive	Stored	Flats
GWA	11	Container Flat Wagon-SG	AQPY	2982	InActive	Stored	Flats
GWA	12	Container Flat Wagon-SG	AQPY	3005	InActive	Stored	Flats
GWA	13	Container Flat Wagon-SG	AQPY	3928	InActive	Stored	Flats
GWA	14	Container Flat Wagon-SG	AQPY	4009	InActive	Stored	Flats
GWA	15	Container Flat Wagon-SG	AQPY	4076	InActive	Stored	Flats
GWA	16	Container Flat Wagon-SG	AQPY	4078	InActive	Stored	Flats
GWA	17	Container Flat Wagon-SG	AQPY	4088	InActive	Stored	Flats
GWA	18	Container Flat Wagon-SG	AQPY	4114	InActive	Stored	Flats
GWA	19	Container Flat Wagon-SG	AQPY	4142	InActive	Stored	Flats
GWA	20	Container Flat Wagon-SG	AQPY	4148	InActive	Stored	Flats
GWA	21	Container Flat Wagon-SG	AQPY	4149	InActive	Stored	Flats
GWA	22	Container Flat Wagon-SG	AQPY	4151	InActive	Stored	Flats
GWA	23	Container Flat Wagon-SG	AQPY	4179	InActive	Stored	Flats
GWA	24	Container Flat Wagon-SG	AQPY	4180	InActive	Stored	Flats
GWA	1	Fuel Flat Wagon-SG	AQQY	4230	Active	Intermodal	Fuel Flats
GWA	2	Fuel Flat Wagon-SG	AQQY	4232	Active	Intermodal	Fuel Flats
GWA	3	Fuel Flat Wagon-SG	AQQY	4233	Active	Intermodal	Fuel Flats
GWA	4	Fuel Flat Wagon-SG	AQQY	4243	Active	Intermodal	Fuel Flats
GWA	5	Fuel Flat Wagon-SG	AQQY	4300	Active	Intermodal	Fuel Flats
GWA	6	Fuel Flat Wagon-SG	AQQY	4362	Active	Intermodal	Fuel Flats
GWA	1	Container Flat Wagon-SG	AQDY	4239	Active	Intermodal	Flats
GWA	2	Container Flat Wagon-SG	AQDY	4242	Active	Intermodal	Flats
GWA	3	Container Flat Wagon-SG	AQDY	4246	Active	Intermodal	Flats
GWA	4	Container Flat Wagon-SG	AQDY	4251	Active	Intermodal	Flats
GWA	5	Container Flat Wagon-SG	AQDY	4254	Active	Intermodal	Flats
GWA	6	Container Flat Wagon-SG	AQDY	4257	Active	Intermodal	Flats
GWA	7	Container Flat Wagon-SG	AQDY	4261	Active	Intermodal	Flats
GWA	8	Container Flat Wagon-SG	AQDY	4264	Active	Intermodal	Flats
GWA	9	Container Flat Wagon-SG	AQDY	4266	Active	Intermodal	Flats
GWA	10	Container Flat Wagon-SG	AQDY	4269	Active	Intermodal	Flats
GWA	11	Container Flat Wagon-SG	AQDY	4272	Active	Intermodal	Flats
GWA	12	Container Flat Wagon-SG	AQDY	4277	Active	Intermodal	Flats
GWA	13	Container Flat Wagon-SG	AQDY	4293	Active	Intermodal	Flats
GWA	14	Container Flat Wagon-SG	AQDY	4296	Active	Intermodal	Flats
GWA	15	Container Flat Wagon-SG	AQDY	4307	Active	Intermodal	Flats
GWA	16	Container Flat Wagon-SG	AQDY	4308	Active	Intermodal	Flats
GWA	17	Container Flat Wagon-SG	AQDY	4313	Active	Intermodal	Flats
GWA	18	Container Flat Wagon-SG	AQDY	4319	Active	Intermodal	Flats
GWA	19	Container Flat Wagon-SG	AQDY	4321	Active	Intermodal	Flats
GWA	20	Container Flat Wagon-SG	AQDY	4327	Active	Intermodal	Flats
GWA	21	Container Flat Wagon-SG	AQDY	4328	Active	Intermodal	Flats
GWA	22	Container Flat Wagon-SG	AQDY	4331	Active	Intermodal	Flats
GWA	23	Container Flat Wagon-SG	AQDY	4332	Active	Intermodal	Flats
GWA	24	Container Flat Wagon-SG	AQDY	4336	Active	Intermodal	Flats
GWA	25	Container Flat Wagon-SG	AQDY	4339	Active	Intermodal	Flats
GWA	26	Container Flat Wagon-SG	AQDY	4349	Active	Intermodal	Flats
GWA	27	Container Flat Wagon-SG	AQDY	4352	Active	Intermodal	Flats
GWA	28	Container Flat Wagon-SG	AQDY	4357	Active	Intermodal	Flats
GWA	29	Container Flat Wagon-SG	AQDY	4364	Active	Intermodal	Flats
GWA	30	Container Flat Wagon-SG	AQDY	4365	Active	Intermodal	Flats
GWA	31	Container Flat Wagon-SG	AQDY	4369	Active	Intermodal	Flats
GWA	32	Container Flat Wagon-SG	AQDY	4370	Active	Intermodal	Flats
GWA	33	Container Flat Wagon-SG	AQDY	4373	Active	Intermodal	Flats
GWA	34	Container Flat Wagon-SG	AQDY	4375	Active	Intermodal	Flats
GWA	35	Container Flat Wagon-SG	AQDY	4376	Active	Intermodal	Flats
GWA	36	Container Flat Wagon-SG	AQDY	4383	Active	Intermodal	Flats
GWA	37	Container Flat Wagon-SG	AQDY	4386	Active	Intermodal	Flats
GWA	38	Container Flat Wagon-SG	AQDY	4387	Active	Intermodal	Flats
GWA	39	Container Flat Wagon-SG	AQDY	4389	Active	Intermodal	Flats
GWA	40	Container Flat Wagon-SG	AQDY	4392	Active	Intermodal	Flats
GWA	41	Container Flat Wagon-SG	AQDY	4398	Active	Intermodal	Flats

GWA	1	Shunt Fender-SG	AST	28	Active	SG Grain	Flats
GWA	1	Fuel Tanker-SG	ATCL	4825	InActive	Scrap	Tank Car
GWA	1	Fuel Tanker-SG	ATDF	12	InActive	Surplus	Tank Car
GWA	2	Fuel Tanker-SG	ATDF	16	InActive	Surplus	Tank Car
GWA	1	Water Tanker-SG	ATWF	2586	InActive	Surplus	Tank Car
GWA	2	Water Tanker-SG	ATWF	3190	InActive	Surplus	Tank Car
GWA	1	Water Tanker-SG	ATWY	2585	InActive	Surplus	Tank Car
GWA	2	Water Tanker-SG	ATWY	3194	InActive	Surplus	Tank Car
GWA	1	Crew Van-SG	AVDP	274	InActive	Surplus	Coach
GWA	1	Flat Wagon-NG	AZFF	9024	InActive	Stored	Flats
GWA	1	Ballast Plough-SG	AZPY	641	Active	GWA - NT	Flats
GWA	2	Ballast Plough-SG	AZPY	2601	Active	GWA - NT	Flats
GWA	1	Ballast Plough-BG	AZPF	656	Active	Plough	Flats
GWA	1	Grain Hopper-SG	AHAY	850	Active	SG Grain	Covered Hopper
GWA	2	Grain Hopper-SG	AHAY	851	Active	SG Grain	Covered Hopper
GWA	3	Grain Hopper-SG	AHAY	852	Active	SG Grain	Covered Hopper
GWA	4	Grain Hopper-SG	AHAY	853	Active	SG Grain	Covered Hopper
GWA	5	Grain Hopper-SG	AHAY	854	Active	SG Grain	Covered Hopper
GWA	6	Grain Hopper-SG	AHAY	855	Active	SG Grain	Covered Hopper
GWA	7	Grain Hopper-SG	AHAY	856	Active	SG Grain	Covered Hopper
GWA	8	Grain Hopper-SG	AHAY	857	Active	SG Grain	Covered Hopper
GWA	9	Grain Hopper-SG	AHAY	858	Active	SG Grain	Covered Hopper
GWA	10	Grain Hopper-SG	AHAY	859	Active	SG Grain	Covered Hopper
GWA	11	Grain Hopper-SG	AHAY	860	Active	SG Grain	Covered Hopper
GWA	12	Grain Hopper-SG	AHAY	861	Active	SG Grain	Covered Hopper
GWA	13	Grain Hopper-SG	AHAY	862	Active	SG Grain	Covered Hopper
GWA	14	Grain Hopper-SG	AHAY	863	Active	SG Grain	Covered Hopper
GWA	15	Grain Hopper-SG	AHAY	864	Active	SG Grain	Covered Hopper
GWA	16	Grain Hopper-SG	AHAY	865	Active	SG Grain	Covered Hopper
GWA	17	Grain Hopper-SG	AHAY	866	Active	SG Grain	Covered Hopper
GWA	18	Grain Hopper-SG	AHAY	867	Active	SG Grain	Covered Hopper
GWA	19	Grain Hopper-SG	AHAY	868	Active	SG Grain	Covered Hopper
GWA	20	Grain Hopper-SG	AHAY	869	Active	SG Grain	Covered Hopper
GWA	21	Grain Hopper-SG	AHAY	870	Active	SG Grain	Covered Hopper
GWA	22	Grain Hopper-SG	AHAY	871	Active	SG Grain	Covered Hopper
GWA	23	Grain Hopper-SG	AHAY	872	Active	SG Grain	Covered Hopper
GWA	24	Grain Hopper-SG	AHAY	873	Active	SG Grain	Covered Hopper
GWA	25	Grain Hopper-SG	AHAY	874	Active	SG Grain	Covered Hopper
GWA	26	Grain Hopper-SG	AHAY	875	Active	SG Grain	Covered Hopper
GWA	27	Grain Hopper-SG	AHAY	876	Active	SG Grain	Covered Hopper
GWA	28	Grain Hopper-SG	AHAY	877	Active	SG Grain	Covered Hopper
GWA	29	Grain Hopper-SG	AHAY	878	Active	SG Grain	Covered Hopper
GWA	30	Grain Hopper-SG	AHAY	879	Active	SG Grain	Covered Hopper
GWA	31	Grain Hopper-SG	AHAY	880	Active	SG Grain	Covered Hopper
GWA	32	Grain Hopper-SG	AHAY	881	Active	SG Grain	Covered Hopper
GWA	33	Grain Hopper-SG	AHAY	882	Active	SG Grain	Covered Hopper
GWA	34	Grain Hopper-SG	AHAY	883	Active	SG Grain	Covered Hopper
GWA	35	Grain Hopper-SG	AHAY	884	Active	SG Grain	Covered Hopper
GWA	36	Grain Hopper-SG	AHAY	885	Active	SG Grain	Covered Hopper
GWA	37	Grain Hopper-SG	AHAY	886	Active	SG Grain	Covered Hopper
GWA	38	Grain Hopper-SG	AHAY	887	Active	SG Grain	Covered Hopper
GWA	39	Grain Hopper-SG	AHAY	888	Active	SG Grain	Covered Hopper
GWA	40	Grain Hopper-SG	AHAY	889	Active	SG Grain	Covered Hopper
GWA	41	Grain Hopper-SG	AHAY	890	Active	SG Grain	Covered Hopper
GWA	42	Grain Hopper-SG	AHAY	891	Active	SG Grain	Covered Hopper
GWA	43	Grain Hopper-SG	AHAY	892	Active	SG Grain	Covered Hopper
GWA	44	Grain Hopper-SG	AHAY	893	Active	SG Grain	Covered Hopper
GWA	45	Grain Hopper-SG	AHAY	894	Active	SG Grain	Covered Hopper
GWA	46	Grain Hopper-SG	AHAY	895	Active	SG Grain	Covered Hopper
GWA	47	Grain Hopper-SG	AHAY	897	Active	SG Grain	Covered Hopper

GWA	48	Grain Hopper-SG	AHAY	898	Active	SG Grain	Covered Hopper
GWA	49	Grain Hopper-SG	AHAY	899	Active	SG Grain	Covered Hopper
GWA	50	Grain Hopper-SG	AHAY	900	Active	SG Grain	Covered Hopper
GWA	51	Grain Hopper-SG	AHAY	901	Active	SG Grain	Covered Hopper
GWA	52	Grain Hopper-SG	AHAY	902	Active	SG Grain	Covered Hopper
GWA	53	Grain Hopper-SG	AHAY	903	Active	SG Grain	Covered Hopper
GWA	54	Grain Hopper-SG	AHAY	904	Active	SG Grain	Covered Hopper
GWA	55	Grain Hopper-SG	AHAY	905	Active	SG Grain	Covered Hopper
GWA	56	Grain Hopper-SG	AHAY	906	Active	SG Grain	Covered Hopper
GWA	57	Grain Hopper-SG	AHAY	907	Active	SG Grain	Covered Hopper
GWA	58	Grain Hopper-SG	AHAY	908	Active	SG Grain	Covered Hopper
GWA	59	Grain Hopper-SG	AHAY	909	Active	SG Grain	Covered Hopper
GWA	60	Grain Hopper-SG	AHAY	910	Active	SG Grain	Covered Hopper
GWA	61	Grain Hopper-SG	AHAY	911	Active	SG Grain	Covered Hopper
GWA	62	Grain Hopper-SG	AHAY	912	Active	SG Grain	Covered Hopper
GWA	63	Grain Hopper-SG	AHAY	913	Active	SG Grain	Covered Hopper
GWA	64	Grain Hopper-SG	AHAY	914	Active	SG Grain	Covered Hopper
GWA	65	Grain Hopper-SG	AHAY	915	Active	SG Grain	Covered Hopper
GWA	66	Grain Hopper-SG	AHAY	916	Active	SG Grain	Covered Hopper
GWA	67	Grain Hopper-SG	AHAY	917	Active	SG Grain	Covered Hopper
GWA	68	Grain Hopper-SG	AHAY	918	Active	SG Grain	Covered Hopper
GWA	69	Grain Hopper-SG	AHAY	919	Active	SG Grain	Covered Hopper
GWA	70	Grain Hopper-SG	AHAY	920	Active	SG Grain	Covered Hopper
GWA	71	Grain Hopper-SG	AHAY	921	Active	SG Grain	Covered Hopper
GWA	72	Grain Hopper-SG	AHAY	922	Active	SG Grain	Covered Hopper
GWA	73	Grain Hopper-SG	AHAY	923	Active	SG Grain	Covered Hopper
GWA	74	Grain Hopper-SG	AHAY	924	Active	SG Grain	Covered Hopper
GWA	75	Grain Hopper-SG	AHAY	925	Active	SG Grain	Covered Hopper
GWA	76	Grain Hopper-SG	AHAY	926	Active	SG Grain	Covered Hopper
GWA	77	Grain Hopper-SG	AHAY	927	Active	SG Grain	Covered Hopper
GWA	78	Grain Hopper-SG	AHAY	928	Active	SG Grain	Covered Hopper
GWA	79	Grain Hopper-SG	AHAY	929	Active	SG Grain	Covered Hopper
GWA	80	Grain Hopper-SG	AHAY	930	Active	SG Grain	Covered Hopper
GWA	1	Crew Van-SG	ECA	98	Active	SG Grain	Coach
GWA	1	Gypsum Hopper-NG	ENH	1	Active	Gypsum	Hoppers
GWA	2	Gypsum Hopper-NG	ENH	2	Active	Gypsum	Hoppers
GWA	3	Gypsum Hopper-NG	ENH	3	Active	Gypsum	Hoppers
GWA	4	Gypsum Hopper-NG	ENH	4	Active	Gypsum	Hoppers
GWA	5	Gypsum Hopper-NG	ENH	5	Active	Gypsum	Hoppers
GWA	6	Gypsum Hopper-NG	ENH	6	Active	Gypsum	Hoppers
GWA	7	Gypsum Hopper-NG	ENH	7	Active	Gypsum	Hoppers
GWA	8	Gypsum Hopper-NG	ENH	8	Active	Gypsum	Hoppers
GWA	9	Gypsum Hopper-NG	ENH	10	Active	Gypsum	Hoppers
GWA	10	Gypsum Hopper-NG	ENH	11	Active	Gypsum	Hoppers
GWA	11	Gypsum Hopper-NG	ENH	12	Active	Gypsum	Hoppers
GWA	12	Gypsum Hopper-NG	ENH	13	Active	Gypsum	Hoppers
GWA	13	Gypsum Hopper-NG	ENH	14	Active	Gypsum	Hoppers
GWA	14	Gypsum Hopper-NG	ENH	15	Active	Gypsum	Hoppers
GWA	15	Gypsum Hopper-NG	ENH	16	Active	Gypsum	Hoppers
GWA	16	Gypsum Hopper-NG	ENH	17	Active	Gypsum	Hoppers
GWA	17	Gypsum Hopper-NG	ENH	18	Active	Gypsum	Hoppers
GWA	18	Gypsum Hopper-NG	ENH	19	Active	Gypsum	Hoppers
GWA	19	Gypsum Hopper-NG	ENH	20	Active	Gypsum	Hoppers
GWA	20	Gypsum Hopper-NG	ENH	22	Active	Gypsum	Hoppers
GWA	21	Gypsum Hopper-NG	ENH	23	Active	Gypsum	Hoppers
GWA	22	Gypsum Hopper-NG	ENH	25	Active	Gypsum	Hoppers
GWA	23	Gypsum Hopper-NG	ENH	26	Active	Gypsum	Hoppers
GWA	24	Gypsum Hopper-NG	ENH	27	Active	Gypsum	Hoppers
GWA	25	Gypsum Hopper-NG	ENH	28	Active	Gypsum	Hoppers
GWA	26	Gypsum Hopper-NG	ENH	29	Active	Gypsum	Hoppers
GWA	27	Gypsum Hopper-NG	ENH	32	Active	Gypsum	Hoppers
GWA	28	Gypsum Hopper-NG	ENH	33	Active	Gypsum	Hoppers
GWA	29	Gypsum Hopper-NG	ENH	34	Active	Gypsum	Hoppers
GWA	30	Gypsum Hopper-NG	ENH	36	Active	Gypsum	Hoppers
GWA	31	Gypsum Hopper-NG	ENH	37	Active	Gypsum	Hoppers
GWA	32	Gypsum Hopper-NG	ENH	38	Active	Gypsum	Hoppers
GWA	33	Gypsum Hopper-NG	ENH	39	Active	Gypsum	Hoppers
GWA	34	Gypsum Hopper-NG	ENH	40	Active	Gypsum	Hoppers
GWA	35	Gypsum Hopper-NG	ENH	41	Active	Gypsum	Hoppers

GWA	36	Gypsum Hopper-NG	ENH	42	Active	Gypsum	Hoppers
GWA	37	Gypsum Hopper-NG	ENH	43	Active	Gypsum	Hoppers
GWA	38	Gypsum Hopper-NG	ENH	46	Active	Gypsum	Hoppers
GWA	39	Gypsum Hopper-NG	ENH	48	Active	Gypsum	Hoppers
GWA	40	Gypsum Hopper-NG	ENH	49	Active	Gypsum	Hoppers
GWA	41	Gypsum Hopper-NG	ENH	50	Active	Gypsum	Hoppers
GWA	42	Gypsum Hopper-NG	ENH	51	Active	Gypsum	Hoppers
GWA	43	Gypsum Hopper-NG	ENH	52	Active	Gypsum	Hoppers
GWA	44	Gypsum Hopper-NG	ENH	53	Active	Gypsum	Hoppers
GWA	45	Gypsum Hopper-NG	ENH	54	Active	Gypsum	Hoppers
GWA	46	Gypsum Hopper-NG	ENH	55	Active	Gypsum	Hoppers
GWA	47	Gypsum Hopper-NG	ENH	56	Active	Gypsum	Hoppers
GWA	48	Gypsum Hopper-NG	ENH	57	Active	Gypsum	Hoppers
GWA	49	Gypsum Hopper-NG	ENH	58	Active	Gypsum	Hoppers
GWA	50	Gypsum Hopper-NG	ENH	59	Active	Gypsum	Hoppers
GWA	51	Gypsum Hopper-NG	ENH	60	Active	Gypsum	Hoppers
GWA	52	Gypsum Hopper-NG	ENH	61	Active	Gypsum	Hoppers
GWA	1	Gypsum Hopper-NG	ENHA	1	Active	Gypsum	Hoppers
GWA	2	Gypsum Hopper-NG	ENHA	2	Active	Gypsum	Hoppers
GWA	3	Gypsum Hopper-NG	ENHA	3	Active	Gypsum	Hoppers
GWA	4	Gypsum Hopper-NG	ENHA	4	Active	Gypsum	Hoppers
GWA	5	Gypsum Hopper-NG	ENHA	5	Active	Gypsum	Hoppers
GWA	6	Gypsum Hopper-NG	ENHA	6	Active	Gypsum	Hoppers
GWA	7	Gypsum Hopper-NG	ENHA	7	Active	Gypsum	Hoppers
GWA	1	Shunt Fender-NG	ESF	1	Active	NG Grain	Flats
GWA	1	Ballast Plough-NG	EZZF	4	InActive	Stored	Flats
GWA	1	Grain Hopper-NG	HAN	1	InActive	Stored	Covered Hopper
GWA	2	Grain Hopper-NG	HAN	2	Active	NG Grain	Covered Hopper
GWA	3	Grain Hopper-NG	HAN	3	Active	NG Grain	Covered Hopper
GWA	4	Grain Hopper-NG	HAN	4	InActive	Stored	Covered Hopper
GWA	5	Grain Hopper-NG	HAN	5	InActive	Stored	Covered Hopper
GWA	6	Grain Hopper-NG	HAN	6	InActive	Stored	Covered Hopper
GWA	7	Grain Hopper-NG	HAN	7	InActive	Stored	Covered Hopper
GWA	8	Grain Hopper-NG	HAN	9	Active	NG Grain	Covered Hopper
GWA	9	Grain Hopper-NG	HAN	10	Active	NG Grain	Covered Hopper
GWA	10	Grain Hopper-NG	HAN	11	InActive	Stored	Covered Hopper
GWA	11	Grain Hopper-NG	HAN	12	InActive	Stored	Covered Hopper
GWA	12	Grain Hopper-NG	HAN	13	Active	NG Grain	Covered Hopper
GWA	13	Grain Hopper-NG	HAN	14	Active	NG Grain	Covered Hopper
GWA	14	Grain Hopper-NG	HAN	15	Active	NG Grain	Covered Hopper
GWA	15	Grain Hopper-NG	HAN	16	Active	NG Grain	Covered Hopper
GWA	16	Grain Hopper-NG	HAN	17	InActive	Stored	Covered Hopper
GWA	17	Grain Hopper-NG	HAN	18	InActive	Stored	Covered Hopper
GWA	18	Grain Hopper-NG	HAN	19	Active	NG Grain	Covered Hopper
GWA	19	Grain Hopper-NG	HAN	20	Active	NG Grain	Covered Hopper
GWA	20	Grain Hopper-NG	HAN	21	InActive	Stored	Covered Hopper
GWA	21	Grain Hopper-NG	HAN	22	InActive	Stored	Covered Hopper
GWA	22	Grain Hopper-NG	HAN	23	Active	NG Grain	Covered Hopper
GWA	23	Grain Hopper-NG	HAN	24	Active	NG Grain	Covered Hopper
GWA	24	Grain Hopper-NG	HAN	25	Active	NG Grain	Covered Hopper
GWA	25	Grain Hopper-NG	HAN	26	InActive	Stored	Covered Hopper
GWA	26	Grain Hopper-NG	HAN	27	Active	NG Grain	Covered Hopper
GWA	27	Grain Hopper-NG	HAN	28	InActive	Stored	Covered Hopper
GWA	28	Grain Hopper-NG	HAN	29	Active	NG Grain	Covered Hopper
GWA	29	Grain Hopper-NG	HAN	30	Active	NG Grain	Covered Hopper
GWA	30	Grain Hopper-NG	HAN	31	Active	NG Grain	Covered Hopper
GWA	31	Grain Hopper-NG	HAN	32	Active	NG Grain	Covered Hopper
GWA	32	Grain Hopper-NG	HAN	33	Active	NG Grain	Covered Hopper
GWA	33	Grain Hopper-NG	HAN	34	Active	NG Grain	Covered Hopper
GWA	34	Grain Hopper-NG	HAN	35	InActive	Stored	Covered Hopper
GWA	35	Grain Hopper-NG	HAN	36	InActive	Stored	Covered Hopper
GWA	36	Grain Hopper-NG	HAN	37	Active	NG Grain	Covered Hopper
GWA	37	Grain Hopper-NG	HAN	38	Active	NG Grain	Covered Hopper
GWA	38	Grain Hopper-NG	HAN	39	Active	NG Grain	Covered Hopper
GWA	39	Grain Hopper-NG	HAN	40	Active	NG Grain	Covered Hopper
GWA	40	Grain Hopper-NG	HAN	41	Active	NG Grain	Covered Hopper
GWA	41	Grain Hopper-NG	HAN	43	InActive	Stored	Covered Hopper

GWA	42	Grain Hopper-NG	HAN	44	Active	NG Grain	Covered Hopper
GWA	43	Grain Hopper-NG	HAN	45	Active	NG Grain	Covered Hopper
GWA	44	Grain Hopper-NG	HAN	46	Active	NG Grain	Covered Hopper
GWA	45	Grain Hopper-NG	HAN	47	Active	NG Grain	Covered Hopper
GWA	46	Grain Hopper-NG	HAN	48	Active	NG Grain	Covered Hopper
GWA	47	Grain Hopper-NG	HAN	49	InActive	Stored	Covered Hopper
GWA	48	Grain Hopper-NG	HAN	50	Active	NG Grain	Covered Hopper
GWA	49	Grain Hopper-NG	HAN	51	Active	NG Grain	Covered Hopper
GWA	50	Grain Hopper-NG	HAN	52	InActive	Stored	Covered Hopper
GWA	51	Grain Hopper-NG	HAN	53	Active	NG Grain	Covered Hopper
GWA	52	Grain Hopper-NG	HAN	54	Active	NG Grain	Covered Hopper
GWA	53	Grain Hopper-NG	HAN	55	Active	NG Grain	Covered Hopper
GWA	54	Grain Hopper-NG	HAN	56	Active	NG Grain	Covered Hopper
GWA	55	Grain Hopper-NG	HAN	57	Active	NG Grain	Covered Hopper
GWA	56	Grain Hopper-NG	HAN	58	Active	NG Grain	Covered Hopper
GWA	57	Grain Hopper-NG	HAN	59	Active	NG Grain	Covered Hopper
GWA	58	Grain Hopper-NG	HAN	60	InActive	Stored	Covered Hopper
GWA	59	Grain Hopper-NG	HAN	61	Active	NG Grain	Covered Hopper
GWA	60	Grain Hopper-NG	HAN	62	InActive	Stored	Covered Hopper
GWA	61	Grain Hopper-NG	HAN	63	Active	NG Grain	Covered Hopper
GWA	62	Grain Hopper-NG	HAN	64	Active	NG Grain	Covered Hopper
GWA	63	Grain Hopper-NG	HAN	65	Active	NG Grain	Covered Hopper
GWA	64	Grain Hopper-NG	HAN	66	Active	NG Grain	Covered Hopper
GWA	65	Grain Hopper-NG	HAN	67	InActive	Stored	Covered Hopper
GWA	66	Grain Hopper-NG	HAN	68	Active	NG Grain	Covered Hopper
GWA
GWA	1	Grain Hopper-NG	HBN	1	InActive	Stored	Covered Hopper
GWA	2	Grain Hopper-NG	HBN	2	InActive	Stored	Covered Hopper
GWA	3	Grain Hopper-NG	HBN	3	InActive	Stored	Covered Hopper
GWA	4	Grain Hopper-NG	HBN	4	InActive	Stored	Covered Hopper
GWA	5	Grain Hopper-NG	HBN	5	InActive	Stored	Covered Hopper
GWA	6	Grain Hopper-NG	HBN	6	InActive	Stored	Covered Hopper
GWA	7	Grain Hopper-NG	HBN	7	InActive	Stored	Covered Hopper
GWA	8	Grain Hopper-NG	HBN	8	InActive	Stored	Covered Hopper
GWA	9	Grain Hopper-NG	HBN	9	InActive	Stored	Covered Hopper
GWA	10	Grain Hopper-NG	HBN	10	InActive	Stored	Covered Hopper
GWA	11	Grain Hopper-NG	HBN	11	InActive	Stored	Covered Hopper
GWA
GWA	1	Grain Hopper-NG	HCN	1	InActive	Stored	Covered Hopper
GWA	2	Grain Hopper-NG	HCN	2	Active	NG Grain	Covered Hopper
GWA	3	Grain Hopper-NG	HCN	3	InActive	Stored	Covered Hopper
GWA	4	Grain Hopper-NG	HCN	4	Active	NG Grain	Covered Hopper
GWA	5	Grain Hopper-NG	HCN	5	InActive	Stored	Covered Hopper
GWA	6	Grain Hopper-NG	HCN	6	Active	NG Grain	Covered Hopper
GWA	7	Grain Hopper-NG	HCN	7	Active	NG Grain	Covered Hopper
GWA	8	Grain Hopper-NG	HCN	8	Active	NG Grain	Covered Hopper
GWA	9	Grain Hopper-NG	HCN	9	InActive	Stored	Covered Hopper
GWA	10	Grain Hopper-NG	HCN	10	Active	NG Grain	Covered Hopper
GWA	11	Grain Hopper-NG	HCN	11	InActive	Stored	Covered Hopper
GWA	12	Grain Hopper-NG	HCN	12	Active	NG Grain	Covered Hopper
GWA	13	Grain Hopper-NG	HCN	13	InActive	Stored	Covered Hopper
GWA	14	Grain Hopper-NG	HCN	14	InActive	Stored	Covered Hopper
GWA	15	Grain Hopper-NG	HCN	15	Active	NG Grain	Covered Hopper
GWA	16	Grain Hopper-NG	HCN	16	Active	NG Grain	Covered Hopper
GWA	17	Grain Hopper-NG	HCN	17	Active	NG Grain	Covered Hopper
GWA	18	Grain Hopper-NG	HCN	19	Active	NG Grain	Covered Hopper
GWA	19	Grain Hopper-NG	HCN	20	InActive	Stored	Covered Hopper
GWA	20	Grain Hopper-NG	HCN	21	Active	NG Grain	Covered Hopper
GWA	21	Grain Hopper-NG	HCN	22	Active	NG Grain	Covered Hopper
GWA	22	Grain Hopper-NG	HCN	23	InActive	Stored	Covered Hopper
GWA	23	Grain Hopper-NG	HCN	24	InActive	Stored	Covered Hopper
GWA	24	Grain Hopper-NG	HCN	25	Active	NG Grain	Covered Hopper
GWA	25	Grain Hopper-NG	HCN	26	InActive	Stored	Covered Hopper
GWA	26	Grain Hopper-NG	HCN	27	Active	NG Grain	Covered Hopper
GWA	27	Grain Hopper-NG	HCN	28	Active	NG Grain	Covered Hopper
GWA	28	Grain Hopper-NG	HCN	29	Active	NG Grain	Covered Hopper
GWA	29	Grain Hopper-NG	HCN	30	Active	NG Grain	Covered Hopper
GWA	30	Grain Hopper-NG	HCN	31	InActive	Stored	Covered Hopper
GWA	31	Grain Hopper-NG	HCN	32	Active	NG Grain	Covered Hopper
GWA	32	Grain Hopper-NG	HCN	33	Active	NG Grain	Covered Hopper
GWA	33	Grain Hopper-NG	HCN	34	Active	NG Grain	Covered Hopper

GWA	34	Grain Hopper-NG	HCN	35	InActive	Stored	Covered Hopper
GWA	35	Grain Hopper-NG	HCN	36	Active	NG Grain	Covered Hopper
GWA	36	Grain Hopper-NG	HCN	37	Active	NG Grain	Covered Hopper
GWA	37	Grain Hopper-NG	HCN	38	InActive	Stored	Covered Hopper
GWA	38	Grain Hopper-NG	HCN	39	InActive	Stored	Covered Hopper
GWA	39	Grain Hopper-NG	HCN	40	InActive	Stored	Covered Hopper
GWA	1	Shunt Fender-BG	RGC	1771	InActive	Surplus	Flats
GWA	1	Power Van-SG	PGB	377	InActive	Stored	Power Van
GWA	1	Gypsum Hopper-NG	RSG	006	Active	Gypsum	Hoppers
GWA	2	Gypsum Hopper-NG	RSG	024	Active	Gypsum	Hoppers
GWA	3	Gypsum Hopper-NG	RSG	029	Active	Gypsum	Hoppers
GWA	4	Gypsum Hopper-NG	RSG	073	Active	Gypsum	Hoppers
GWA	5	Gypsum Hopper-NG	RSG	075	Active	Gypsum	Hoppers
GWA	6	Gypsum Hopper-NG	RSG	089	Active	Gypsum	Hoppers
GWA	7	Gypsum Hopper-NG	RSG	114	Active	Gypsum	Hoppers
GWA	1	Container Flat Wagon-SG	WFDY	30018	InActive	Stored	Flats
GWA	2	Container Flat Wagon-SG	WFDY	30029	InActive	Stored	Flats
GWA	3	Container Flat Wagon-SG	WFDY	30047	InActive	Stored	Flats
GWA	4	Container Flat Wagon-SG	WFDY	30116	InActive	Stored	Flats
GWA	1	Bulk Steel Open-SG	RKBX	519	InActive	Scrap	Flats
GWA	2	Bulk Steel Open-SG	RKBX	565	InActive	Scrap	Flats
GWA	1	Bulk Steel Open-SG	RKHX	12	InActive	Scrap	Flats
GWA	2	Bulk Steel Open-SG	RKHX	46	InActive	Scrap	Flats
GWA	1	Open Wagon-SG	AOKX	1980	InActive	To Find	Gondolas
GWA	1	Open Wagon-SG	AOLX	1982	InActive	Stored	Gondolas
GWA	2	Open Wagon-SG	AOLX	1989	InActive	Stored	Gondolas
GWA	3	Open Wagon-SG	AOLX	1990	InActive	Stored	Gondolas
GWA	1	Open Wagon-SG	AOOX	2073	InActive	Stored	Gondolas
GWA	2	Open Wagon-SG	AOOX	2173	InActive	Stored	Gondolas
GWA	3	Open Wagon-SG	AOOX	2316	InActive	Stored	Gondolas
GWA	4	Open Wagon-SG	AOOX	2325	InActive	Stored	Gondolas
GWA	5	Open Wagon-SG	AOOX	2850	InActive	Stored	Gondolas
GWA	6	Open Wagon-SG	AOOX	2907	InActive	Stored	Gondolas
GWA	7	Open Wagon-SG	AOOX	2926	InActive	Stored	Gondolas
GWA	8	Open Wagon-SG	AOOX	2929	InActive	Stored	Gondolas
GWA	9	Open Wagon-SG	AOOX	2938	InActive	To Find	Gondolas
GWA	10	Open Wagon-BG	AOOX	2961	InActive	Stored	Gondolas
GWA	11	Open Wagon-SG	AOOX	2976	Active	Stored	Gondolas
GWA	1	Open Wagon-SG	AOOY	3020	InActive	Stored	Gondolas
GWA	2	Open Wagon-SG	AOOY	3026	Active	Stored	Gondolas
GWA	1	Open Wagon-SG	AOSX	3031	InActive	Stored	Gondolas
GWA	2	Open Wagon-SG	AOSX	3035	Active	Stored	Gondolas
GWA	3	Open Wagon-SG	AOSX	4015	InActive	Stored	Gondolas
GWA	4	Open Wagon-SG	AOSX	4029	InActive	Stored	Gondolas
GWA	5	Open Wagon-SG	AOSX	4050	InActive	To Find	Gondolas
GWA	6	Open Wagon-SG	AOSX	4075	InActive	Stored	Gondolas
GWA	7	Open Wagon-SG	AOSX	4091	InActive	Stored	Gondolas
GWA	1	Open Wagon-SG	AZOY	4101	InActive	Stored	Gondolas
GWA	2	Open Wagon-SG	AZOY	4104	InActive	Stored	Gondolas
GWA	1	Open Wagon-SG	ROCX	4105	InActive	Stored	Gondolas
GWA	2	Open Wagon-SG	ROOX	4192	InActive	Stored	Gondolas

Debt Term Sheet

Schedule 8 Approved Lenders

PART A – BANKS

Agricultural Bank of China

Aozora Bank Ltd

Bank of America

Bank of China

Bank of Communications

Bank of Montreal

Bank of Nova Scotia Limited

Bank of Taiwan

BBVA

Bendigo and Adelaide Bank

BNP Paribas

Bank of Tokyo-Mitsubishi

Business Development Bank of Canada

Caisse Centrale Desjardins

Cathay United

Chang Hwa Commercial Bank

China Construction Bank

China Development Bank

CIBC

Citigroup

Commerzbank

Credit Agricole CIB

Crédit Industriel et Commercial

CTBC Bank

DBS Bank Ltd

Deutsche Bank AG

Development Bank of Japan

DZ Bank

Erste Bank

Export Finance & Insurance Corporation

Hua Nan Commercial Bank

HSBC

HSH Nordbank

Industrial & Commercial Bank of China Ltd

ING Bank

Intesa

Investec Australia Limited

JP Morgan Chase & Co

Korea Development Bank

Korea Exchange Bank

Land Bank of Taiwan

Lloyds TSB

Mega International Commercial Bank

Mitsubishi UFJ Trust and Banking

Mizuho

National Australia Bank Limited

National Bank of Canada

Natixis

© King & Wood Mallesons	Debt Term Sheet	84
29493484_46

Nord / LB

Norinchukin

Overseas-Chinese Banking Corporation Limited (OCBC)

Rabobank

Royal Bank of Scotland

Royal Bank of Canada

Shinhan

Shinsei

SMTB

State Bank India

Sumitomo Mitsui Banking Corporation

Societe Generale

Standard Chartered Bank

Taiwan Cooperative Bank

The Norinchukin Bank

Toronto-Dominion Bank

United Overseas Bank Limited

Westpac Banking Corporation

Woori Bank

PART B – FUNDS, INSURANCE COMPANIES AND INVESTMENT BANKS

Accident Compensation Corporation NZ

AMP

Australian Super

Blackrock

CARE Super Pty Limited

Challenger Limited

Hastings Funds Management

Industry Funds Management

HESTA Super Fund

Metrics Credit Partners Pty Ltd

REST Retail Employees Superannuation Trust

UniSuper Limited

Victorian Fund Management Corporation

Zurich Insurance

UBS

Westbourne Capital

© King & Wood Mallesons	Debt Term Sheet	85
29493484_46	14 October 2016

ANNEXURE E – HEDGING PROTOCOL

Project Monty – Mandate,

Commitment and Fee Letter

FINAL BID VERSION

HEDGING PROTOCOL – PROJECT MONTY

1. INTRODUCTION

Setout below are the commercial terms and conditions under which the Borrower will enter into the interest rate hedging arrangements (the “Hedging Transactions”) contemplated under the Finance Documents in relation to Project Monty.

Terms defined in the Debt Term Sheet or the Mandate, Commitment and Fee Letter have the same meaning when used in this Hedging Protocol, unless a contrary indication appears.

For the purpose of this Hedging Protocol:

a) “Debt Term Sheet” means the Project Monty Debt Term Sheet in the form agreed between the Borrower and each Mandated Lead Arranger and which is attached to the Mandate, Commitment and Fee Letter as “Annexure D”;

b) “Eligible Hedge Counterparty” means, in respect of the Hedging Transactions, each bank set out in Schedule 1 (“Hedge Counterparties”) to this Hedging Protocol (being an Initial Lender or an Affiliate of an Initial Lender) which has not ceased to be an Eligible Hedge Counterparty in accordance with paragraph 2 below;

c) “Hedging Commitment” means, in respect of each Eligible Hedge Counterparty, its credit approved hedging commitment referred to in paragraph 1.2 of the Mandate, Commitment and Fee Letter;

d) “Mandate, Commitment and Fee Letter” means the letter so-entitled dated on or about 14 October 2016 between the Borrower and the Mandated Lead Arrangers (as defined therein), and to which this Hedging Protocol is attached as “Annexure E”; and

e) “Pro Rata Proportion” means, in respect of each Eligible Hedge Counterparty, the proportion which its Hedging Commitment bears to the aggregate the Hedging Commitments of all the Eligible Hedge Counterparties.

2. Allocation of Hedging Transactions

The Borrower aims to ensure the best pricing and execution is obtained for the Hedging Transactions. Each Eligible Hedge Counterparty will be allocated a swap allocation based on its Pro Rata Proportion if it is able to meet the agreed Credit and Execution spreads. If it is not able to meet the agreed Credit and Execution spreads, it will not participate in the Hedging Transactions (and will cease to be an Eligible Hedge Counterparty) and its share of the Hedging Transactions will be offered pro-rata to the remaining Eligible Hedge Counterparties at the agreed Credit and Execution levels.

3. Determination of Interest Rate Swap Pricing

3.1 Determination of Base Swap Rate

The Base Swap Rate for each interest rate swap will be determined and agreed by the Eligible Hedge Counterparties and the Borrower. Each Base Swap Rate will be calculated from a Base Swap Yield Curve which will be determined using, as far as possible the following data sources:

i. The “Overnight Cash Rate” as published on Reuters page “RBA30” or Bloomberg page “RBATCTR Index”.

1

FINAL BID VERSION

ii. The most recently published Australian Financial Markets Association (“AFMA”) “Bank Bill Swap Reference Rates” for periods from one to six months - published as the mid rates (“AVG MID”) on Reuters page “BBSW” or published as the “Mid” rate on Bloomberg page “GDCO 4213” (at or about 10:00AM AEST).

iii. The “Mid” of each of the first up to six 90-Day Bank Bill futures contracts prices (each Swap Bank will make a commercially reasonable determination of the number of these contracts to use).

iv. The “Mid” of the 1 year swap rates (each Swap Bank will make a commercially reasonable determination of the inclusion of this swap rate in conjunction with its determination in step 3 above).

v. For each tenor greater than 1 year, the average Offer swap spreads as published by “ICAP” (an inter-bank broker) on Reuters Monitor System page “ICAPAUSWAPS01” or the Ask spreads as published on Bloomberg page “GDCO 6319” applied to the yield implied by the prevailing Sydney Futures Exchange 3-year and 10-year bond futures contracts bid prices on Reuters pages “YTTc1” and “YTCc1” respectively or Bloomberg pages “YM1 Comdty” and “XM1 Comdty” respectively (note that these pages show swap spreads on the basis of the floating rate indicator being “BBSW”).

vi. The swap yield curve determined in steps 1 to 5 inclusive will then be adjusted for the relevant Basis Adjustments if applicable (see Structural Adjustments below).

In the case of inconsistency between the Reuters and Bloomberg references each Eligible Hedge Counterparty will make a commercially reasonable determination of which reference source to use and advise the Borrower during the course of pricing determination.

3.2 Structural Adjustments

“Structural Adjustments” refer to charges that will need to be incorporated into the determination of the Base Swap Rate to compensate any Eligible Hedge Counterparty for any swap structures that do not conform to inter-bank market conventions. The following Structural Adjustments will apply to the transactions covered by this Hedging Protocol.

2

FINAL BID VERSION

A. Basis Adjustments (quarterly vs. semi-annual and monthly vs. quarterly rate-sets)

Reference swaps with maturity dates up to and including 3 years are shown (published) on a quarterly basis, while swaps with a maturity date greater than 3 years are shown on a semi-annual basis. If the Borrower requires:

i. any part of an interest rate swap to have a floating rate-set frequency that differs to standard reference market convention; or

ii. the basis on which relevant swap reference rates are calculated to differ from standard reference market convention,

then each Eligible Hedge Counterparty will (as applicable) make an adjustment for this based on prevailing market conditions, by referencing:

iii. For quarterly vs semi-annual rate sets, the average of the “Bid” and “Ask” “6M v 3M” basis swap prices for each tenor as shown on Reuters page “ICAPAUBASIS” or Bloomberg page “GDCO 22724”;

iv. For monthly vs quarterly rate sets, the Eligible Hedge Counterparty favourable side of the “3M v 1M” basis swap prices for each tenor as shown on Reuters page “ICAPAUBASIS” or Bloomberg page “GDCO 22724”.

Each of these will be notified to the Borrower during the pricing process.

B. Floating Rate Indicator (BBSY Bid vs. BBSW)

Reference swap rates are published on the basis of the floating rate indicator being BBSW. If the Borrower requires an interest rate swap to have a floating reference rate of AUD-BBR-BBSY BID, then each Eligible Hedge Counterparty will make an adjustment for this. This is a definitional difference of 5 bps per annum.

C. Rate Set Date Adjustment

If the Borrower requires an interest rate swap to have rate sets on non-neutral dates, each Eligible Hedge Counterparty will (as applicable) make an adjustment for this for the relevant interest period(s) based on prevailing market conditions. If rate set dates of the intended swap occur in either of the periods below, each Eligible Hedge Counterparty will (as applicable) make adjustments based on prevailing market conditions. Currently these are:

i. 3 basis points will be added to the Base Swap Rate for calendar quarter month-end rate sets where the rate sets fall on the last 5 days of the calendar quarter months;

3

FINAL BID VERSION

ii. 2 basis points will be added to the Base Swap Rate for non-calendar quarter month-end rate sets where the rate sets fall on the last 5 days of the non-calendar quarter months; and

iii. 2 basis points will be added to the Base Swap Rate for half-month-end rate sets where the rate sets fall on the four days up to and including the 15th of the month (subject to normal business day convention).

3.3 Credit and Execution Margins

The agreed margins are

• Execution – 2 bps

• Credit – 8.5 bps

Banks will add the Credit and Execution Margin to get the Final All-in Rate.

4. Other Hedging Terms and Conditions

(a) The Borrower will issue the Eligible Hedge Counterparties with written instructions nominating the representatives authorised to instruct and transact on behalf of the Borrower with the Eligible Hedge Counterparties.

(b) This Hedging Protocol shall cease to apply after the all Hedging Transactions described above have been completed pursuant to a fully executed 2002 ISDA Master Agreement, Schedule and associated trade Confirmation(s).

(c) The Eligible Hedge Counterparties must consider the market to be liquid and free of market disruption at the time the Borrower requests to enter into the interest rate swaps. Illiquidity may be caused by factors including, but not limited to, dealing towards the end of day, at or after close of day and dealing at the time of release of market significant information. If the Eligible Hedge Counterparties (acting reasonably and in good faith) consider the market to be illiquid or subject to market disruption then an additional swap margin can be negotiated in good faith at the appropriate time to cover the inclusion of non-liquid periods. The Eligible Hedge Counterparties reserve the right not to enter into interest rate swaps after-market hours or during illiquid or market disruption periods.

(d) Pricing will be confirmed on recorded lines at the time of dealing.

(e) The Borrower undertakes that it will not enter into the interest rate market or release any information that could be used to operate against the interests of the Eligible Hedge Counterparties until the Hedging Transactions have been completed. The Eligible Hedge Counterparties will advise when the Hedging Transactions to which they are party have been completed. For the avoidance of doubt, this does not prevent trading in the ordinary course of business by the advisors to the Borrower or its Affiliates, provided that those activities are undertaken and directed by persons who do not have, and do not have access to, any information in relation to the transactions contemplated by this Hedging Protocol which is not generally known in the relevant financial markets.

4

FINAL BID VERSION

(f) The Borrower will endeavour to provide the Eligible Hedge Counterparties with reasonable notice prior to implementing any of the Hedging Transactions. The Eligible Hedge Counterparties are to be kept informed, on a timely basis, with respect to developments relating to the dealing intention of the Borrower.

(g) Execution of the Hedging Transactions will only be facilitated on request by an authorised dealing representative of the Borrower and subject to the satisfactory completion of appropriate ISDA and other related swap documentation to be consistent with the terms set out in the Debt Term Sheet and agreed Finance Documents and delivery of relevant conditions precedent specified under the Hedge Agreements and Finance Documents, including, but not limited to, evidence of dealing authority.

(h) All banks listed in Schedule 1 (“Hedge Counterparties”) to this Hedging Protocol undertake that persons who have access to any information in relation to the transaction contemplated by this Hedging Protocol will not enter into the interest rate market with the purpose of operating against the interests of the Borrower and that the Hedging Transactions will be entered into in accordance with all relevant laws and, where applicable, internal compliance procedures.

5

FINAL BID VERSION

SCHEDULE 1: HEDGE COUNTERPARTIES

	Name	Allocation %
1	NAB		18.0	%
2	ANZ		18.0	%
3	CBA		18.0	%
4	SMBC		18.0	%
5	BTMU		10.7	%
6	BNP		10.7	%
8	Citi		6.6	%
Total			100	%

6

FINAL BID VERSION

SCHEDULE 2: INTEREST RATE SWAPS – HEDGE PROFILE

		Debt Outstanding -		Debt Outstanding -
Start Date	End Date	Start of Period		End of Period		% Hedged			Hedge Profile
1-Dec-16	20-Mar-17		690,000,000.00		685,500,000.00		75.0	%		517,500,000.00
21-Mar-17	20-Jun-17		685,500,000.00		681,000,000.00		75.0	%		514,125,000.00
21-Jun-17	20-Sep-17		681,000,000.00		676,500,000.00		75.0	%		510,750,000.00
21-Sep-17	20-Dec-17		676,500,000.00		672,000,000.00		75.0	%		507,375,000.00
21-Dec-17	20-Mar-18		672,000,000.00		666,562,500.00		75.0	%		504,000,000.00
21-Mar-18	20-Jun-18		666,562,500.00		661,125,000.00		75.0	%		499,921,875.00
21-Jun-18	20-Sep-18		661,125,000.00		655,687,500.00		75.0	%		495,843,750.00
21-Sep-18	20-Dec-18		655,687,500.00		650,250,000.00		75.0	%		491,765,625.00
21-Dec-18	20-Mar-19		650,250,000.00		644,812,500.00		75.0	%		487,687,500.00
21-Mar-19	20-Jun-19		644,812,500.00		639,375,000.00		75.0	%		483,609,375.00
21-Jun-19	20-Sep-19		639,375,000.00		633,937,500.00		75.0	%		479,531,250.00
21-Sep-19	20-Dec-19		633,937,500.00		628,500,000.00		75.0	%		475,453,125.00
21-Dec-19	20-Mar-20		628,500,000.00		619,937,500.00		50.0	%		314,250,000.00
21-Mar-20	20-Jun-20		619,937,500.00		611,375,000.00		50.0	%		309,968,750.00
21-Jun-20	20-Sep-20		611,375,000.00		602,812,500.00		50.0	%		305,687,500.00
21-Sep-20	20-Dec-20		602,812,500.00		594,250,000.00		50.0	%		301,406,250.00
21-Dec-20	20-Mar-21		594,250,000.00		585,687,500.00		50.0	%		297,125,000.00
21-Mar-21	20-Jun-21		585,687,500.00		577,125,000.00		50.0	%		292,843,750.00
21-Jun-21	20-Sep-21		577,125,000.00		568,562,500.00		50.0	%		288,562,500.00
21-Sep-21	20-Dec-21		568,562,500.00		560,000,000.00		50.0	%		284,281,250.00

* All dates should be adjusted in accordance with the “Modified Following” Business Day Convention

7

EX-10.3

Exhibit 10.3

Execution Version

AMENDMENT NO. 2

TO

SECOND AMENDED AND RESTATED

SENIOR SECURED SYNDICATED FACILITY AGREEMENT

This AMENDMENT NO. 2, dated as of October 20, 2016 (this “Amendment”), to the SECOND 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”), 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 (“Rotterdam Rail Feeding”) and ERS RAILWAYS B.V., a private limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands with its statutory seat in Rotterdam, the Netherlands (“ERS” and together with Rotterdam Rail Feeding, the “European Borrowers” and, together with the Domestic Borrowers, the Canadian Borrower, the Australian Borrower and the UK Borrower, the “Borrowers”), the Guarantors, the Lenders and BANK OF AMERICA, N.A., acting as Administrative Agent, Canadian Agent, European Agent and UK Agent (collectively in such capacities and including any successors in such capacities, the “Agents”), and amends the Second Amended and Restated Senior Secured Syndicated Facility Agreement, dated as of March 20, 2015 (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 Borrowers, the institutions from time to time party thereto as Lenders (the “Lenders”), the 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, the Borrowers have requested that the Lenders amend the Credit Agreement to effect the changes described below;

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

Section 1. Amendments to the Credit Agreement

The Credit Agreement is, effective as of the Amendment No. 2 Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto).

Section 2. Conditions Precedent to the Effectiveness of this Amendment

This Amendment 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 “Amendment No. 2 Effective Date”):

(a) Executed Counterparts. The Agents shall have received this Amendment, duly executed by the Borrowers and the Guarantors, the Agents, and by Lenders holding Loans and Total Commitments that together constitute the Required Lenders;

(b) No Default or Event of Default. 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 Amendment No. 2 Effective Date;

(c) Representations and Warranties. The representations and warranties of the Borrowers and their Subsidiaries contained in §8 of the Credit Agreement and Section 3 of this Amendment or the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Amendment or the Credit Agreement shall be true in all material respects at and as of the Amendment No. 2 Effective Date (except to the extent of changes resulting from transactions contemplated or permitted by this Amendment, the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Amendment or the Credit Agreement and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse to the Agents and the Lenders, and to the extent that such representations and warranties relate expressly to an earlier date); provided that, to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided further, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents and waivers set forth herein;

(d) Officer’s Certificate. 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 (b) and (c) of this Section 2;

(e) Consenting Lender Fees. GWI shall have paid a consent fee (the “Consent Fee”) to the Administrative Agent, for the ratable account of the Applicable Lenders (as defined below), equal to 0.05% of the aggregate outstanding principal amount of Term Loans and Revolving Loan Commitments of the Applicable Lenders. “Applicable Lender” shall mean each Lender that has delivered an executed counterpart of this Amendment prior to 5:00 p.m., New York City time, on October 7, 2016 or such later date and time specified by the Borrower and notified in writing to the Lenders by the Administrative Agent;

-2-

(f) Opinions. 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 Simpson Thatcher & Bartlett LLP, counsel to GWI, in form and substance satisfactory to the Administrative Agent; and

(g) Fees and Expenses Paid. The Borrowers shall have reimbursed the Administrative Agent for, or paid directly, all fees, costs and expenses incurred by the Administrative Agent’s counsels in connection with the closing of the Amendment and otherwise owed to Administrative Agent’s counsels pursuant to the Loan Documents and all other fees payable under that certain Engagement Letter, dated as of September 13, 2016 between GWI and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Section 3. Representations and Warranties

On and as of the Amendment No. 2 Effective Date, after giving effect to this Amendment, the Borrowers hereby represent and warrant to the Agents and each Lender as follows:

(a) the execution, delivery and performance of this Amendment to which the Borrowers and any of their Restricted Subsidiaries that are party hereto and the transactions contemplated hereunder (i) are within the corporate or other authority of such Person, (ii) have been duly authorized by all necessary corporate or other proceedings, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment, order, writ, injunction, license or permit applicable to any such Person unless such conflict, breach or contravention would not have a Material Adverse Effect and (iv) do not conflict with any provision of the Governing Documents of, or any agreement or other material instrument binding upon any such Person;

(b) the execution and delivery of this Amendment by each of the Loan Parties will result in valid and legally binding obligations of such Person, enforceable against each such Loan Party in accordance with the terms and provisions hereof, except as enforceability is limited by the effects of any Debtor Relief Laws (other than the Canada Transportation Act) or, solely in respect of the European Borrower or any European Guarantor, the Debtor Relief Reservations, and except to the extent that (i) the exercise of certain remedies under the Loan Documents may be subject to compliance with the ICC Termination Act of 1995, as amended, and other applicable governmental regulations and (ii) availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought; and

(c) the execution, delivery and performance by each of the Loan Parties party to this Amendment does not require the approval, consent, order, authorization or license by, or giving of notice to, or filing with, or taking of any other action with respect to, any Governmental Authority of any jurisdiction (including, without limitation, the STB), or other fiscal, monetary or other authority, under any provision of any laws or governmental rules, regulations, orders, or decrees of any

-3-

jurisdiction or the central bank of any jurisdiction or other fiscal, monetary or other authority applicable to or binding on any Loan Party except such other actions, consents, approvals, registrations or filings of which the failure to be obtained or made would not reasonably be expected to have a Material Adverse Effect.

Section 4. [Reserved]

Section 5. Fees and Expenses

Each of the Borrowers agrees to pay in accordance with the terms of §17 of the 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).

Section 6. Reference to the Effect on the Loan Documents

(a) As of the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement, as applicable, shall be amended to reflect the changes made in this Amendment as of the Amendment No. 2 Effective Date.

(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.

(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.

(d) This Amendment is a Loan Document.

Section 7. Reaffirmation

Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations under the Credit Agreement, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents.

-4-

Section 8. 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 9. 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 10. 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 11. Notices

All communications and notices hereunder shall be given as provided in the Credit Agreement.

Section 12. 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.

-5-

Section 13. 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 14. Jurisdiction; Waiver of Jury Trial

The jurisdiction and waiver of right to trial by jury provisions in §§ 22 and 26 of the Credit Agreement are incorporated herein by reference mutatis mutandis.

[SIGNATURE PAGES FOLLOW]

-6-

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

BORROWERS:	GENESEE & WYOMING INC.
	By:	/s/ Thomas D. Savage
		Name:	Thomas D. Savage
		Title:	Vice President, Corporate
			Development and Treasurer
	RP ACQUISITION COMPANY TWO
	By:	/s/ Thomas D. Savage
		Name:	Thomas D. Savage
		Title:	Vice President & Treasurer
	QUEBEC GATINEAU RAILWAY INC.
	By:	/s/ Thomas D. Savage
		Name:	Thomas D. Savage
		Title:	Vice President
	GWI UK ACQUISITION COMPANY LIMITED
	By:	/s/ Matthew O. Walsh
		Name:	Matthew O. Walsh
		Title:	Director
	ROTTERDAM RAIL FEEDING B.V.
	By:	/s/ Matthew O. Walsh
		Name:	Matthew O. Walsh
		Title:	Director
	ERS RAILWAYS B.V.
	By:	/s/ Darren Leigh
		Name:	Darren Leigh
		Title:	Director

[Signature Page to GWI Amendment No. 2]

Executed for GENESEE & WYOMING AUSTRALIA PTY LTD in accordance with section 127 of the Corporations Act 2001 (Cwlth) by:
/s/ Michael Morris	/s/ Greg Pauline
Signature of secretary	Signature of director
Michael Morris	Greg Pauline
Name of director (print)	Name of director (print)

[Signature Page to GWI Amendment No. 2]

U.S. GUARANTORS:	ALABAMA & GULF COAST RAILWAY LLC
	AN RAILWAY, L.L.C.
	ARIZONA & CALIFORNIA RAILROAD COMPANY
	ARIZONA EASTERN RAILWAY COMPANY
	ARKANSAS LOUISIANA & MISSISSIPPI RAILROAD COMPANY
	ARKANSAS MIDLAND RAILROAD COMPANY, INC.
	ATLANTIC AND WESTERN RAILWAY, LIMITED PARTNERSHIP
	ATLAS RAILROAD CONSTRUCTION, LLC
	BAUXITE & NORTHERN RAILWAY COMPANY
	BUFFALO & PITTSBURGH RAILROAD, INC.
	CAGY INDUSTRIES, INC.
	CALIFORNIA NORTHERN RAILROAD COMPANY
	CASCADE AND COLUMBIA RIVER RAILROAD COMPANY
	CENTRAL OREGON & PACIFIC RAILROAD, INC.
	CENTRAL RAILROAD COMPANY OF INDIANAPOLIS
	CHATTAHOOCHEE BAY RAILROAD, INC.
	CHATTAHOOCHEE INDUSTRIAL RAILROAD
	CHATTOOGA & CHICKAMAUGA RAILWAY CO.
	COLUMBUS & CHATTAHOOCHEE RAILROAD, INC.
	COLUMBUS AND GREENVILLE RAILWAY COMPANY
	COMMONWEALTH RAILWAY, INCORPORATED
	CONECUH VALLEY RAILWAY, L.L.C.
	CONNECTICUT SOUTHERN RAILROAD, INC.
	CORPUS CHRISTI TERMINAL RAILROAD, INC.
	DALLAS, GARLAND & NORTHEASTERN RAILROAD, INC.
	DELPHOS TERMINAL COMPANY, INC.
	EAST TENNESSEE RAILWAY, L.P.
	EASTERN ALABAMA RAILWAY, LLC
	EMONS INDUSTRIES, INC.
	EMONS RAILROAD GROUP, INC.
	EMONS TRANSPORTATION GROUP, INC.
	FIRST COAST RAILROAD INC.
	FORDYCE AND PRINCETON R.R. CO.
	GALVESTON RAILROAD, L.P.
	GENESEE & WYOMING RAILROAD SERVICES, INC.
	By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President & Treasurer

[Signature Page to GWI Amendment No. 2]

U.S. GUARANTORS:

(CONTINUED)

GENESEE AND WYOMING RAILROAD COMPANY
GEORGIA CENTRAL RAILWAY, L.P.
GEORGIA SOUTHWESTERN RAILROAD, INC.
GOLDEN ISLES TERMINAL RAILROAD, INC.
GRANITE STATE TRANSLOADING INC.
GRIZZARD TRANSFER COMPANY, INC.
GWI CANADA, INC.
GWI INTERNATIONAL LLC
GWI LEASING CORPORATION
GWI RAIL MANAGEMENT CORPORATION
HILTON & ALBANY RAILROAD, INC.
HURON AND EASTERN RAILWAY COMPANY, INC.
ILLINOIS & MIDLAND RAILROAD, INC.
INDIANA & OHIO RAIL CORP.
INDIANA & OHIO RAILWAY COMPANY
INDIANA SOUTHERN RAILROAD, LLC
KIAMICHI RAILROAD COMPANY L.L.C.
KWT RAILWAY, INC.
KYLE RAILROAD COMPANY
KYLE RAILWAYS, LLC
LITTLE ROCK & WESTERN RAILWAY, L.P.
LOUISIANA & DELTA RAILROAD, INC.
LUXAPALILA VALLEY RAILROAD, INC.
MAINE INTERMODAL TRANSPORTATION, INC.
MARQUETTE RAIL, LLC
MARYLAND MIDLAND RAILWAY, INC.
MERIDIAN & BIGBEE RAILROAD, L.L.C.
MID-MICHIGAN RAILROAD, INC.
MISSOURI & NORTHERN ARKANSAS RAILROAD COMPANY, INC.
NEW ENGLAND CENTRAL RAILROAD, INC.
NEW STATESRAIL HOLDINGS, LLC
NORTH CAROLINA & VIRGINIA RAILROAD COMPANY, LLC
OHIO AND PENNSYLVANIA RAILROAD COMPANY
OHIO CENTRAL RAILROAD, INC.
OHIO SOUTHERN RAILROAD, INC.
OLYMPIA & BELMORE RAILROAD, INC.
OTTER TAIL VALLEY RAILROAD COMPANY, INC.
PALM BEACH RAIL HOLDING, INC.
PAWNEE TRANSLOADING COMPANY, INC.
By:	/s/ Thomas D. Savage
Name:	Thomas D. Savage
Title:	Vice President & Treasurer

[Signature Page to GWI Amendment No. 2]

                U.S. GUARANTORS:

(CONTINUED)

PHOENIX LOGISTICS LTD.
PLAINVIEW TERMINAL COMPANY
POINT COMFORT & NORTHERN RAILWAY COMPANY
PORTLAND & WESTERN RAILROAD, INC.
PUGET SOUND & PACIFIC RAILROAD
RAIL LINE HOLDINGS #1, INC.
RAIL LINK, INC.
RAIL PARTNERS, L.P.
RAIL SWITCHING SERVICES, LLC
RAIL TRANSPORTATION SOLUTIONS INC.
RAILAMERICA AUSTRALIA II, LLC
RAILAMERICA CONTRACT SWITCHING SERVICES, INC.
RAILAMERICA EQUIPMENT CORP.
RAILAMERICA HOLDING SERVICES, INC.
RAILAMERICA OPERATIONS SHARED SERVICES, INC.
RAILAMERICA OPERATIONS SUPPORT GROUP, INC.
RAILAMERICA TRANSPORTATION CORP.
RAILAMERICA, INC.
RAILINK ACQUISITION, INC.
RAILROAD DISTRIBUTION SERVICES, INC.
RAILTEX DISTRIBUTION SERVICES, INC.
RAILTEX, INC.
RAPID CITY, PIERRE & EASTERN RAILROAD, INC.
RICEBORO SOUTHERN RAILWAY, LLC
ROCHESTER & SOUTHERN RAILROAD, INC.
ROCHESTER SWITCHING SERVICES INC.
ROCKDALE, SANDOW & SOUTHERN RAILROAD COMPANY
RP ACQUISITION COMPANY ONE
SALT LAKE CITY SOUTHERN RAILROAD COMPANY, INC.
SAN DIEGO & IMPERIAL VALLEY RAILROAD COMPANY, INC.
SAN JOAQUIN VALLEY RAILROAD CO.
SAN PEDRO TRAILS, INC.
SAVANNAH PORT TERMINAL RAILROAD, INC.
SOUTH BUFFALO RAILWAY COMPANY
SOUTH CAROLINA CENTRAL RAILROAD COMPANY, LLC
SOUTH EAST RAIL, INC.
ST. LAWRENCE & ATLANTIC RAILROAD COMPANY
STATESRAIL II RAILROAD, LLC
STATESRAIL, LLC
SUMMIT VIEW, INC.
SWKR OPERATING CO., INC.
By:	/s/ Thomas D. Savage
Name:	Thomas D. Savage
Title:	Vice President & Treasurer

[Signature Page to GWI Amendment No. 2]

U.S. GUARANTORS:

(CONTINUED)

TALLEYRAND TERMINAL RAILROAD COMPANY, INC.
TAZEWELL & PEORIA RAILROAD, INC.
THE ALIQUIPPA & OHIO RIVER RAILROAD CO.
THE BAY LINE RAILROAD, L.L.C.
THE CENTRAL RAILROAD COMPANY OF INDIANA
THE COLUMBUS & OHIO RIVER RAIL ROAD COMPANY
THE MAHONING VALLEY RAILWAY COMPANY
THE MASSENA TERMINAL RAILROAD COMPANY
THE PITTSBURGH & OHIO CENTRAL RAILROAD COMPANY
THE PRESCOTT AND NORTHWESTERN RAILROAD COMPANY
THE WARREN & TRUMBULL RAILROAD COMPANY
THE YOUNGSTOWN BELT RAILROAD COMPANY
THREE NOTCH RAILWAY, L.L.C.
TOLEDO, PEORIA & WESTERN RAILWAY CORP.
TOMAHAWK RAILWAY, LIMITED PARTNERSHIP
TRANSRAIL HOLDINGS, LLC
TRANSRAIL NORTH AMERICA, LLC
UTAH RAILWAY COMPANY
VALDOSTA RAILWAY, L.P.
VENTURA COUNTY RAILROAD COMPANY
WARREN & SALINE RIVER RAILROAD COMPANY
WELLSBORO & CORNING RAILROAD, LLC
WESTERN KENTUCKY RAILWAY, L.L.C.
WILLAMETTE & PACIFIC RAILROAD, INC.
WILMINGTON TERMINAL RAILROAD, LIMITED PARTNERSHIP
WIREGRASS CENTRAL RAILWAY, L.L.C.
YORK RAIL LOGISTICS, INC.
YORK RAILWAY COMPANY
YOUNGSTOWN & AUSTINTOWN RAILROAD, INC.
By:	/s/ Thomas D. Savage
Name:	Thomas D. Savage
Title:	Vice President & Treasurer

[Signature Page to GWI Amendment No. 2]

AUSTRALIAN GUARANTORS:

Executed for GWI HOLDINGS PTY LTD in accordance with section 127 of the Corporations Act 2001 (Cwlth) by:
/s/ Michael Morris	/s/ Greg Pauline
Signature of director	Signature of director
Michael Morris	Greg Pauline
Name of director (print)	Name of director (print)

Executed for GWI HOLDINGS NO. 2 PTY LTD in accordance with section 127 of the Corporations Act 2001 (Cwlth) by:
/s/ Michael Morris	/s/ Greg Pauline
Signature of director	Signature of director
Michael Morris	Greg Pauline
Name of director (print)	Name of director (print)

Executed for VIPER LINE PTY LIMITED in accordance with section 127 of the Corporations Act 2001 (Cwlth) by:
/s/ Michael Morris	/s/ Greg Pauline
Signature of director	Signature of director
Michael Morris	Greg Pauline
Name of director (print)	Name of director (print)

[Signature Page to GWI Amendment No. 2]

AUSTRALIAN GUARANTORS:

(CONTINUED)

Executed for S A RAIL PTY LIMITED in accordance with section 127 of the Corporations Act 2001 (Cwlth) by:
/s/ Michael Morris	/s/ Greg Pauline
Signature of director	Signature of director
Michael Morris	Greg Pauline
Name of director (print)	Name of director (print)

Executed for GENESEE & WYOMING AUSTRALIA EASTERN PTY LTD in accordance with section 127 of the Corporations Act 2001 (Cwlth) by:
/s/ Michael Morris	/s/ Greg Pauline
Signature of director	Signature of director
Michael Morris	Greg Pauline
Name of director (print)	Name of director (print)

Executed for GWA (NORTH) PTY LTD in accordance with section 127 of the Corporations Act 2001 (Cwlth) by:
/s/ Michael Morris	/s/ Greg Pauline
Signature of director	Signature of director
Michael Morris	Greg Pauline
Name of director (print)	Name of director (print)

[Signature Page to GWI Amendment No. 2]

AUSTRALIAN GUARANTORS:

(CONTINUED)

Executed for FLA COAL SERVICES PTY LTD in accordance with section 127 of the Corporations Act 2001 (Cwlth) by:
/s/ Adam Cunliffe	/s/ Greg Pauline
Signature of director	Signature of director
Adam Cunliffe	Greg Pauline
Name of director (print)	Name of director (print)

Executed for FREIGHTLINER AUSTRALIA COAL HAULAGE PTY LTD in accordance with section 127 of the Corporations Act 2001 (Cwlth) by:
/s/ Adam Cunliffe	/s/ Greg Pauline
Signature of director	Signature of director
Adam Cunliffe	Greg Pauline
Name of director (print)	Name of director (print)

Executed for FREIGHTLINER AUSTRALIA PTY LTD in accordance with section 127 of the Corporations Act 2001 (Cwlth) by:
/s/ Adam Cunliffe	/s/ Greg Pauline
Signature of director	Signature of director
Adam Cunliffe	Greg Pauline
Name of director (print)	Name of director (print)

[Signature Page to GWI Amendment No. 2]

AUSTRALIAN GUARANTORS:

(CONTINUED)

Executed for G&W AUSTRALIA HOLDINGS LP. acting by its general partner, GWI INTERNATIONAL B.V.:
/s/ Richard O’Donnell	/s/ R. Volder
Signature	Signature
Richard O’Donnell	R. Volder
Name(print)	Name(print)
Managing Director A	Managing Director B
Title (print)	Title (print)

[Signature Page to GWI Amendment No. 2]

CANADIAN GUARANTORS:

GENESEE & WYOMING CANADA INC.
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President
HURON CENTRAL RAILWAY INC.
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President
KÉRAIL INC.
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President
ST. LAWRENCE & ATLANTIC RAILROAD (QUEBEC) INC.
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President
MIRABEL RAILWAY INC.
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President
SERVICES FERROVIAIRES DE L’ESTUAIRE INC.
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President
WESTERN LABRADOR RAIL SERVICES INC.
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President

[Signature Page to GWI Amendment No. 2]

CANADIAN GUARANTORS:

(CONTINUED)

WESTERN LABRADOR RAILWAY (2013) INC.
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President
CAPE BRETON & CENTRAL NOVA SCOTIA RAILWAY LIMITED
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President
GODERICH-EXETER RAILWAY COMPANY LIMITED
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President
KNOB LAKE & TIMMINS RAILWAY COMPANY INC.
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President
RAILINK CANADA LTD.
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President
RAILTEX CANADA, INC.
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President

[Signature Page to GWI Amendment No. 2]

CANADIAN GUARANTORS:

(CONTINUED)

TROIS-RIVIÈRES TRAILERS INC./REMORQUES TROIS-RIVIÈRES INC.
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President
RAILCARE INC.
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Vice President

[Signature Page to GWI Amendment No. 2]

EUROPEAN GUARANTORS:

GENESEE & WYOMING C.V.
Represented by its general partner,
GWI International LLC,
By:	/s/ Richard O’Donnell
	Name:	Richard O’Donnell
	Title:	Managing Director
GWI HOLDING B.V.
By:	/s/ Matthew O. Walsh
	Name:	Matthew O. Walsh
	Title:	Managing Director A
By:	/s/ R. Volder
	Name:	R. Volder
	Title:	Managing Director B
GWI INTERNATIONAL B.V.
By:	/s/ Richard O’Donnell
	Name:	Richard O’Donnell
	Title:	Managing Director A
By:	/s/ R. Volder
	Name:	R. Volder
	Title:	Managing Director B
RAIL FEEDING SOLUTIONS B.V.
By:	/s/ R. Volder
	Name:	R. Volder
	Title:	Managing Director A
By:	/s/ Matthew O. Walsh
	Name:	Matthew O. Walsh
	Title:	Managing Director B

[Signature Page to GWI Amendment No. 2]

EUROPEAN GUARANTORS:

(CONTINUED)

BELGIUM RAIL FEEDING BVBA
By:	/s/ Matthew O. Walsh
	Name:	Matthew O. Walsh
	Title:	Manager

[Signature Page to GWI Amendment No. 2]

EUROPEAN GUARANTORS:

(CONTINUED)

FREIGHTLINER DE GMBH
By:	/s/ P. Smart
	Name:	P. Smart
	Title:	Director
ERS EUROPEAN RAILWAYS GMBH
By:	/s/ K. Skorik
	Name:	K. Skorik
	Title:	Managing Director

[Signature Page to GWI Amendment No. 2]

EUROPEAN GUARANTORS:

(CONTINUED)

FREIGHTLINER MAINTENANCE EUROPE SP. Z.O.O.
By:	/s/ Krzysztof Wróbel
	Name:	Krzysztof Wróbel
	Title:	Management Board Member
By:	/s/ P. Smart
	Name:	P. Smart
	Title:	Director
By:	/s/ K. Skorik
	Name:	K. Skorik
	Title:	Director
FREIGHTLINER PL SP. Z.O.O.
By:	/s/ Krzysztof Wróbel
	Name:	Krzysztof Wróbel
	Title:	Management Board Member, CFO
By:	/s/ P. Smart
	Name:	P. Smart
	Title:	Director
By:	/s/ K. Skorik
	Name:	K. Skorik
	Title:	Director
KOLEJE WSCHODNIE SP. Z.O.O.
By:	/s/ Krzysztof Wróbel
	Name:	Krzysztof Wróbel
	Title:	Management Board Member
By:	/s/ K. Skorik
	Name:	K. Skorik
	Title:	Director

[Signature Page to GWI Amendment No. 2]

RAIL SERVICES EUROPE SP. Z.O.O.
By:	/s/ Krzysztof Wróbel
	Name:	Krzysztof Wróbel
	Title:	Management Board Member
By:	/s/ P. Smart
	Name:	P. Smart
	Title:	Director
By:	/s/ K. Skorik
	Name:	K. Skorik
	Title:	Director

[Signature Page to GWI Amendment No. 2]

UK GUARANTORS:

GWI UK HOLDING LIMITED
By:	/s/ Thomas D. Savage
	Name:	Thomas D. Savage
	Title:	Director
FREIGHTLINER ACQUISITIONS LTD
By:	/s/ Darren Leigh
	Name:	Darren Leigh
	Title:	Director
FREIGHTLINER GROUP LTD
By:	/s/ Darren Leigh
	Name:	Darren Leigh
	Title:	Director
FREIGHTLINER HEAVY HAUL LTD
By:	/s/ Darren Leigh
	Name:	Darren Leigh
	Title:	Director
FREIGHTLINER LTD
By:	/s/ Darren Leigh
	Name:	Darren Leigh
	Title:	Director
FREIGHTLINER MAINTENANCE LTD
By:	/s/ Darren Leigh
	Name:	Darren Leigh
	Title:	Director

[Signature Page to GWI Amendment No. 2]

UK GUARANTORS:

(CONTINUED)

FREIGHTLINER MIDDLE EAST LTD
By:	/s/ Darren Leigh
	Name:	Darren Leigh
	Title:	Director
FREIGHTLINER RAILPORTS LIMITED
By:	/s/ Darren Leigh
	Name:	Darren Leigh
	Title:	Director
MANAGEMENT CONSORTIUM BID LTD
By:	/s/ Darren Leigh
	Name:	Darren Leigh
	Title:	Director
RAILINVEST ACQUISITIONS LTD
By:	/s/ Darren Leigh
	Name:	Darren Leigh
	Title:	Director
RAILINVEST HOLDING COMPANY LTD
By:	/s/ Darren Leigh
	Name:	Darren Leigh
	Title:	Director
UK BULK HANDLING SERVICES LTD
By:	/s/ Darren Leigh
	Name:	Darren Leigh
	Title:	Director

[Signature Page to GWI Amendment No. 2]

AGENTS:	BANK OF AMERICA, N.A., as Administrative Agent, European Agent and UK Agent
	By:	/s/ Ronaldo Naval
		Name:	Ronaldo Naval
		Title:	Vice President
	BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Agent
	By:	/s/ Medina Sales de Andrade
		Name:	Medina Sales de Andrade
		Title:	Vice President

[Signature Page to GWI Amendment No. 2]

LENDERS:
	BANK OF AMERICA, N.A., as Lender
	By:	/s/ Irene Bertozzi Bartenstein
	Name:	Irene Bertozzi Bartenstein
	Title:	Director
	BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, as Lender
	By:	/s/ Fiona Malitsky
	Name:	Fiona Malitsky
	Title:	Vice President

[Signature Page to GWI Amendment No. 2]

FORM OF

ADDITIONAL LENDERS SIGNATURE PAGE

[LENDER], as a Lender
By:
	Name:
	Title:

[Signature Page to GWI Amendment No. 2]

Exhibit A – Credit Agreement (as amended)

CONFORMED THROUGH AMENDMENT NO.1

EXHIBIT 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. and ERS RAILWAYS B.V., as European Borrowers

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 LLCJPMORGAN CHASE BANK, N.A. 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

			Page
1.	DEFINITIONS AND RULES OF INTERPRETATION.			2
	1.1	Definitions		2
	1.2	Rules of Interpretation		5658
	1.3	Accounting Terms		5860
	1.4	GWI as Agent of Borrowers and Guarantors		5861
	1.5	Exchange Rates; Currency Equivalents		5861
	1.6	Additional Alternative Currencies		5961
2.	THE REVOLVING CREDIT FACILITIES.			5962
	2.1	Commitment to Lend		5962
	2.2	Commitment Fee		6063
	2.3	Reduction of Applicable Commitments		6164
	2.4	Evidence of Debt		6164
	2.5	Interest on the Revolving Loans		6265
	2.6	Requests for Loans		6365
	2.7	The Swinglines		6366
	2.8	Borrowers’ Conversion Options; Continuation of Loans		6870
	2.9	Funds for Loans		6972
	2.10	Reallocation of Commitments		7073
	2.11	Sharing of Payments by Lenders		7275
3.	THE TERM LOANS.			7376
	3.1	Commitment to Lend		7376
	3.2	Term Notes		7376
	3.3	Schedule of Installment Payments of Principal of the Term Loans		7578
	3.4	Interest on the Term Loans		7679
	3.5	Notification of Term Loans		7679
	3.6	Interest Periods		7780
4.	MANDATORY REPAYMENT OF LOANS.			7780
	4.1	Maturity of Loans		7780
	4.2	Mandatory Repayments of Loans		7780
	4.3	Optional Repayments of Loans		7881
5.	LETTERS OF CREDIT.			8083
	5.1	Letter of Credit Commitments		8083
	5.2	[Reserved]		8486
	5.3	Letter of Credit Payments		8487
	5.4	Obligations Absolute		8588
	5.5	Role of Issuing Lender		8689
	5.6	[Reserved]Addition of an Issuing Lender		8790
	5.7	Applicability of International Standby Practices and Uniform Customs		8790

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			Page
	5.8	Letter of Credit Amounts		8790
	5.9	Letters of Credit Issued for Subsidiaries		8790
	5.10	Letter of Credit Fee		8790
	5.11	Conflict with Issuer Documents		8791
	5.12	Letter of Credit Reports		91
6.	CERTAIN GENERAL PROVISIONS.			8891
	6.1	Fees		8891
	6.2	Funds for Payments		8891
	6.3	Computations		9094
	6.4	Inability to Determine Applicable Offered Rate		9194
	6.5	Illegality		9195
	6.6	Additional Costs, Etc.		9295
	6.7	Capital Adequacy		9396
	6.8	Certificate		9396
	6.9	Compensation for Losses		9397
	6.10	Interest After Default		9497
	6.11	Replacement of Lenders		9497
	6.12	Taxes		9598
	6.13	Interest Limitation		102105
	6.14	Subordination Agreements of the Borrowers		102106
	6.15	Indirect Tax		103107
	6.16	Cash Collateral		104107
	6.17	Defaulting Lenders		104108
	6.18	Incremental Facilities		106109
	6.19	Extension Offers		108112
	6.20	Refinancing Amendments		111114
	6.21	Payments Generally; Administrative Agent’s Clawback		111115
	6.22	Parallel Debt		113117
	6.23	Designated Subsidiaries		114118
7.	GUARANTY.			116120
	7.1	Guaranty		116120
	7.2	Guarantors Agreement to Pay Enforcement Costs, Etc.		120124
	7.3	Effectiveness; Enforcement		120124
	7.4	Waivers		121125
	7.5	Expenses		121125
	7.6	Concerning Joint and Several Liability of the Guarantors		121125
	7.7	Indemnity		124128
	7.8	Keepwell		124128
8.	REPRESENTATIONS AND WARRANTIES.			125129
	8.1	Corporate Authority		125129
	8.2	Governmental Approvals		125129
	8.3	Title to Properties; Leases		126130
	8.4	Financial Statements and Projections		126130
	8.5	No Material Changes, Etc.; Solvency		127131
	8.6	Franchises, Patents, Copyrights, Etc.		127131

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			Page
	8.7	Litigation		127131
	8.8	Compliance with Other Instruments, Laws, Etc.		127131
	8.9	Tax Status		127131
	8.10	No Event of Default		128132
	8.11	Investment Company Act		128132
	8.12	Certain Transactions		128132
	8.13	ERISA and Employee Benefit Plan Compliance		128132
	8.14	Use of Proceeds; Regulations U and X		130134
	8.15	Environmental Compliance		130134
	8.16	Subsidiaries, Etc.		132136
	8.17	Capitalization		132136
	8.18	Fiscal Year		132136
	8.19	Operation of Railroads		132136
	8.20	Disclosure		132136
	8.21	Registration or Stamp Tax		132136
	8.22	Representations as to Foreign Obligors		133137
	8.23	Trustee		134138
	8.24	Code of Banking Practice		134138
	8.25	OFAC, Patriot Act and FCPA		134138
	8.26	[Reserved]EEA Financial Institution		135139
	8.27	Collateral Documents		135139
9.	AFFIRMATIVE COVENANTS OF THE BORROWERS.			136140
	9.1	Punctual Payment		136140
	9.2	Maintenance of Office		136140
	9.3	Records and Accounts		137142
	9.4	Financial Statements, Certificates and Information		138142
	9.5	Notices		139143
	9.6	Preservation of Existence; Maintenance of Properties		140145
	9.7	Insurance		141145
	9.8	Taxes		141145
	9.9	Inspection of Properties and Books, Etc.		141146
	9.10	Compliance with Laws, Contracts, Licenses, and Permits		142146
	9.11	PPSA (Australia) Further Assurances		142146
	9.12	Use of Proceeds		143148
	9.13	Further Assurances		143148
	9.14	Additional Subsidiaries; Additional Collateral		143148
	9.15	Notice to Dutch Central Bank		147151
	9.16	Collateral Further Assurances		147151
	9.17	Information Regarding Collateral		149153
	9.18	UK Pensions Matters		149153
	9.19	[Reserved]		149154
	9.20	Tax Consolidation Undertakings		150154
10.	CERTAIN NEGATIVE COVENANTS OF THE BORROWERS.			150154
	10.1	Restrictions on Indebtedness		150154
	10.2	Restrictions on Liens		152157
	10.3	Restrictions on Investments		155160

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			Page
	10.4	Distributions and Restricted Payments		156161
	10.5	Merger, Permitted Acquisitions and Disposition of Assets		157162
	10.6	Sale and Leaseback		160165
	10.7	Compliance with Environmental Laws		160165
	10.8	[Reserved]		161166
	10.9	Business Activities		161166
	10.10	Capitalization		161166
	10.11	Fiscal Year		161166
	10.12	Restrictions on Negative Pledges and Upstream Limitations		161166
	10.13	Transactions with Affiliates		162167
11.	FINANCIAL COVENANTS OF THE BORROWERS.			162167
	11.1	Total Leverage Ratio		162167
	11.2	Interest Coverage Ratio		162167
	11.3	Senior Secured Leverage Ratio		167
12.	[RESERVED].			163168
13.	CONDITIONS TO ALL BORROWINGS AFTER THE CLOSING DATE.			163168
	13.1	Representations True; No Event of Default		163168
	13.2	Borrowing Request		163168
	13.3	Initial Borrowing of Designated Subsidiaries		163168
14.	EVENTS OF DEFAULT; ACCELERATION; ETC.			164169
	14.1	Events of Default and Acceleration		164169
	14.2	Remedies Upon Event of Default		167172
	14.3	Application of Funds		168173
15.	SETOFF.			170175
16.	THE AGENTS.			170175
	16.1	Appointment and Authority		170175
	16.2	Rights as a Lender		171176
	16.3	Exculpatory Provisions		172176
	16.4	Reliance by Agents		172177
	16.5	Delegation of Duties		173177
	16.6	Resignation of Agents		173178
	16.7	Non-Reliance on Agents and Other Lenders		174179
	16.8	No Other Duties, Etc.		174179
	16.9	Agents May File Proofs of Claim		174179
	16.10	Closing Documentation, Etc.		175180
	16.11	Guaranty and Collateral Matters		175180
	16.12	Payments		176181
	16.13	Indemnity		176182
	16.14	Withholding Taxes		176182
	16.15	Security in the Province of Québec		177182
	16.16	Security in Germany		177183

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			Page
17.	EXPENSES.			178183
18.	INDEMNIFICATION.			178183
19.	SURVIVAL OF COVENANTS, ETC.			179184
20.	SUCCESSORS AND ASSIGNS.			179185
	20.1	General Conditions		179185
	20.2	Assignments		180185
	20.3	Register		182187
	20.4	Participations		184189
	20.5	Resignation as Issuing Lender After Assignment		185190
	20.6	New Notes		185191
	20.7	Special Purpose Funding Vehicle		186191
	20.8	Assignment to GWI		186192
21.	NOTICES, ETC.			187192
	21.1	Notices Generally		187192
	21.2	Electronic Communications		187193
	21.3	Change of Address, Etc.		188194
	21.4	Reliance by Agents, Issuing Lender and Lenders		189194
22.	GOVERNING LAW.			189194
23.	HEADINGS.			190195
24.	COUNTERPARTS.			190195
25.	ENTIRE AGREEMENT, ETC.			190195
26.	WAIVER OF JURY TRIAL, ETC.			190195
27.	CONSENTS, AMENDMENTS, WAIVERS, ETC.			190196
28.	SEVERABILITY.			192198
29.	TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.			192198
30.	USA PATRIOT ACT.			193198
31.	PARI PASSU TREATMENT.			193199
32.	NO ADVISORY OR FIDUCIARY RESPONSIBILITY.			195200
33.	PUBLIC OFFER.			196201
	33.1	Co-Lead Arrangers’ Representations, Warranties and Undertakings		196201
	33.2	Confirmations		196201
	33.3	Australian Lender’s Representations and Warranties		196202

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			Page
	33.4	Information		196202
	33.5	Co-operation if Section 128F Requirement not Satisfied		196202
	33.6	Section 128F Syndication Statement		197202
34.	ATTORNEYS.			197202
35.	AMENDMENT AND RESTATEMENT.			197202
36.	Electronic Execution of Assignments and Certain Other Documents.			197203
37.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions.			203

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EXHIBITS AND SCHEDULES

Exhibit A-1	Form of Domestic Revolving Note
Exhibit A-2	Form of European Note
Exhibit A-3	Form of Australian Revolving Note
Exhibit A-4	Form of Canadian Revolving Note
Exhibit A-5	Form of UK Revolving Note
Exhibit B-1	Form of Domestic Term Note
Exhibit B-2	[Reserved]
Exhibit B-3	Form of Australian Term Note
Exhibit B-4	Form of UK Term Note
Exhibit C-1	Form of Loan Request
Exhibit C-2	Form of Swingline Loan Request
Exhibit D	Form of Compliance Certificate
Exhibit E	Form of Instrument of Adherence (Guaranty)
Exhibit F	Form of Assignment and Assumption
Exhibit G-1	Form of Perfection Certificate
Exhibit G-2	Form of Perfection Certificate Supplement
Exhibit G-3	Form of Canadian Perfection Certificate
Exhibit H-1	Form of U.S. Security Agreement
Exhibit H-2	Form of Canadian Security Agreement
Exhibit H-3	Form of Australian Security Agreement
Exhibit H-4	Form of Dutch Security Agreement
Exhibit H-5	Form of Belgian Security Agreement
Exhibit I	Form of Pari Passu Intercreditor Agreement
Exhibit J	Form of Second Lien Intercreditor Agreement
Exhibit K	Form of Solvency Certificate
Exhibit L	Form of U.S. Tax Compliance Certificate
Exhibit M	Form of Local Counsel Opinion
Exhibit N	Form of Election to Participate
Exhibit O	Form of Election to Terminate
Exhibit OP	Form of Election to TerminateLetter of Credit Report
Schedule I	Guarantors
Schedule II	Lenders and Commitments
Schedule IIA	Australian Upsize Lenders and Commitments
Schedule III	Existing Letters of Credit
Schedule IV	Mortgaged Property
Schedule 1.1(a)	Restatement Effective Date Cash Management Banks
Schedule 1.1(b)	Restatement Effective Date Hedge Banks
Schedule 1.1(c)	Mandatory Cost Formulae
Schedule 6.12(g)	Original Treaty Lenders
Schedule 8.2	Governmental Approvals
Schedule 8.3	Titles to Properties; Leases
Schedule 8.12	Certain Transactions
Schedule 8.13	ERISA
Schedule 8.15	Environmental Compliance
Schedule 8.16(a)	Subsidiaries
Schedule 8.16(b)	Joint Ventures
Schedule 9.7	Insurance

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Schedule 10.1	Existing Indebtedness
Schedule 10.2	Existing Liens
Schedule 10.3	Existing Investments
Schedule 10.13	Transactions with Affiliates
Schedule 21	Agents’ Offices; Certain Addresses for Notices

-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 “Rotterdam Rail Feeding”) and ERS RAILWAYS B.V., a private limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands with its statutory seat in Rotterdam, the Netherlands (“ERS” and together with Rotterdam Rail Feeding, the “European Borrowers”), (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, 26002030 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 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 hereofMarch 20, 2015 (“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.

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“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.

“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.

-3-

“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.

“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.

“Amendment No. 2”. Amendment No. 2 to this Credit Agreement, dated October 20, 2016.

“Amendment No. 2 Effective Date”. October 20, 2016.

“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, theany 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).

-4-

“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).

Level	Total Leverage Ratio	Applicable Floating Rate (other than UK Overnight Rate) Applicable Margin			Applicable Offered Rate, UK Overnight Rate, Letter of Credit Applicable Margin			Commitment Fee Rate
I	Greater than or equal to 4.00 to 1.00		1.250	%		2.250	%		0.300	%
II	Greater than or equal to 3.25 to 1.00 but less than 4.00 to 1.00		1.000	%		2.000	%		0.300	%
III	Greater than or equal to 3.00 to 1.00 but less than 3.25 to 1.00		0.750	%		1.750	%		0.300	%
IV	Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00		0.500	%		1.500	%		0.250	%
V	Greater than or equal to 2.00 but less than 2.50 to 1.00		0.250	%		1.250	%		0.200	%
VI	Less than 2.00 to 1.00		0.000	%		1.000	%		0.200	%

Notwithstanding the foregoing, 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.

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“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.

“APT”. Asia Pacific Transport Pty Ltd, a proprietary limited liability 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).

“Aus Acquisition”. See definition of Aus Reorganization.

“Aus Designation Date”. See definition of Unrestricted Subsidiary.

“Aus Intercompany Loan”. A senior or subordinated unsecured loan from a Domestic Borrower and/or the Co-Investor or any Affiliate thereof to either the Aus JV or any subsidiary thereof in an initial aggregate principal amount of up to the aggregate amount of net cash proceeds of the Incremental Term Loans that may be incurred pursuant to the Aus Reorganization Incremental Commitments (or other indebtedness permitted to be incurred hereunder); provided that (i) such Aus Intercompany Loan shall be senior to any subordinated shareholder loans and (ii) any obligations owed by the Aus JV and its Subsidiaries under any Aus Intercompany Loan may be loaned by or assigned to the Co-Investor (or any affiliate thereof) in a proportion not to exceed the pro rata share of the Capital Stock of the Aus JV held by the Co-Investor (or any Affiliate thereof). For the avoidance of doubt, an Aus Qualified Intercompany Loan is an Aus Intercompany Loan.

“Aus JV”. GWALP; provided that immediately after giving effect to the Aus Reorganization, such entity shall be a direct or indirect Subsidiary of GWI and GWI shall directly or indirectly control not less than a majority of the voting and economic interests of such entity.

“Aus JV Disposition”. See definition of Aus Reorganization.

“Aus Local Financing”. Indebtedness incurred by the Aus SPV and guaranteed by GWIH and certain of the Aus SPV’s Subsidiaries to (i) finance the matters contemplated in clauses (iii), (iv), and/or (v) of the definition of “Aus Reorganization” or (ii) repay the Incremental Term Loans used to finance the Aus Reorganization or the Aus Acquisition.

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“Aus Qualified Intercompany Loan”. A senior or subordinated unsecured loan from a Domestic Borrower and/or the Co-Investor or any Affiliate thereof to either the Aus JV or any Subsidiary thereof in an initial aggregate principal amount of up to the aggregate amount of net cash proceeds of the Incremental Term Loans that may be incurred pursuant to the Aus Reorganization Incremental Commitments (or other indebtedness permitted to be incurred hereunder); provided that (x) the Aus JV and its Subsidiaries shall have no Indebtedness for borrowed money other than (i) the Aus Qualified Intercompany Loan (it being understood and agreed that any obligations owed by the Aus JV and its Subsidiaries under the Aus Qualified Intercompany Loan may be loaned by or assigned to the Co-Investor (or any Affiliate thereof) in a proportion not to exceed the pro rata share of the Capital Stock of the Aus JV held by the Co-Investor (or any Affiliate thereof) and such Aus Qualified Intercompany Loan held by the Co-Investor shall be on the terms not materially less favorable (taken as a whole) to the Aus JV than the terms (taken as a whole) of the Aus Qualified Intercompany Loan held by a Domestic Borrower), (ii) any subordinated shareholder loans made in connection with the Aus Reorganization and (iii) Indebtedness incurred pursuant to §10.1(q) and (y) such Aus Qualified Intercompany Loan shall be senior to any subordinated shareholder loans.

“Aus Reorganization”. The (i) transfer, directly or indirectly, by GWI Holdings B.V. or any of its Subsidiaries of less than 50% of the Capital Stock of the Aus JV to Co-Investor (the “Aus JV Disposition”), (ii) the contribution by Co-Investor or any Domestic Borrower or any Subsidiary thereof of cash or the making of subordinated loans by the Co-Investor or any Domestic Borrower or any Subsidiary thereof to the Aus JV in connection with the Aus JV Disposition, (iii) the acquisition by the Aus SPV of the shares of Glencore Rail (NSW) Pty Ltd (ABN 11 079 546 777) from Glencore Coal Pty Ltd (ABN 18 082 271 930) (as vendor) pursuant to the Share Sale Agreement dated on or about the date hereof (the “Aus Acquisition”), (iv) the Aus Repayment with the net cash proceeds of either (A) any Aus Local Financing and/or (B) the incurrence of Incremental Term Loans pursuant to the Aus Reorganization Incremental Commitments (or other indebtedness permitted to be incurred hereunder), the proceeds of which shall be on-lent pursuant to an Aus Intercompany Loan by a Domestic Borrower to the Aus JV or any subsidiary thereof and (v) the payment of fees and expenses in connection therewith.

“Aus Reorganization Date”. The date of the consummation of the Aus Reorganization.

“Aus Reorganization Incremental Commitments”. See §6.18.1.

“Aus Repayment”. See §16.11.

“Aus SPV”. A newly formed special purpose entity, being a proprietary limited liability company organized under the laws of the Commonwealth of Australia, which shall be a direct wholly owned Subsidiary of GWIH.

“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.

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“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; provided that the Australian Borrower shall no longer be a Borrower under this agreement following the Aus Repayment.

“Australian Collateral”. The assets owned by the Australian Borrower and the Australian Guarantors that constitute Collateral.

“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.

“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.

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“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.

“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

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(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).

“Bail-In Action”. The exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation”. With respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“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.

“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.

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“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.

“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

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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 Borrowers, 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

(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.

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“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; provided that in no event shall the Canadian Base Rate be deemed less than zero.

“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.

“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.

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“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.

“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.

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“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 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

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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-Investor”. An investor reasonably acceptable to GWI.

“Co-Lead Arranger”. Each of Bank of America, N.A., Citigroup Global Markets Inc., J.P. Morgan Securities LLCJPMorgan Chase Bank, N.A. 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 doubtNotwithstanding anything to the contrary herein or in the Security Agreement, “Collateral” shall not include (i) any Excluded Property (as defined in any Security Agreement)., (ii) the Aus Intercompany Loan, (iii) any property of the Aus JV and/or its Subsidiaries pledged as collateral in connection with the Aus Local Financing and (iv) to the extent that the Aus Reorganization occurs, the Capital Stock of the Aus JV.

“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]if the Aus JV and its Subsidiaries have been designated as Unrestricted Subsidiaries, the amount of dividends or distributions or other payments paid in cash from the Aus JV to the Borrowers and their Restricted Subsidiaries (including any payments to the Borrowers and their Restricted Subsidiaries in respect of any Aus Intercompany Loan); provided that if the Aus Qualified Intercompany Loan is outstanding in an amount in excess of $50,000,000 and the Aus JV is a direct or indirect Subsidiary of GWI, all Consolidated EBITDA of the Aus JV and its Subsidiaries shall be added back pursuant to this clause (f); provided further that if a portion of the Aus Qualified Intercompany Loan is owned by Co-Investor, Consolidated EBITDA of the Aus JV and its Subsidiaries for the purposes of this clause (f) shall equal Consolidated EBITDA of the Aus JV multiplied by the percentage of the Aus Qualified Intercompany Loan owned by GWI and its Restricted Subsidiaries, plus (g) for any such fiscal period that includes any fiscal quarter

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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 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 the foregoing, if the Aus JV and its Subsidiaries have been designated as Unrestricted Subsidiaries, the Consolidated EBITDA of the Aus JV and its Subsidiaries shall be excluded from Consolidated EBITDA except as provided in clause (f) above.

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).

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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 AcquisitionAus Reorganization occurs and (x) the Aus Qualified Intercompany Loan is outstanding, the add-back pursuant to clause (f) above shall be deemed to be $23,792,928, $19,283,282, $27,933,025 and $22,345,16831,938,750, $31,938,750, $31,938,750, $31,938,750 and $31,938,750 for the fiscal quarters ended December 31, 2015, March 31, 20142016, June 30, 20142016, September 30, 20142016 and December 31, 20142016, respectively or (y) the Aus Qualified Intercompany Loan is not outstanding, the add-back pursuant to clause (f) above shall be deemed to be $4,054,286, $4,054,286, $4,054,286, $4,054,286 and $4,054,286 for the fiscal quarters ended December 31, 2015, March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, 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, (iii) any subordinated loans to the Aus JV in connection with the Aus JV Disposition, (iv) Indebtedness incurred pursuant to §10.1(q) or (v) any Aus Local Financing.

“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 Borrowers, 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.

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“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.

“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,

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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 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, or (iii) become the subject of a Bail-In Action; 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.

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“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.

“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.

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“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 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 Borrowers 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 Capital”. 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.

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“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 Borrowers 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.

“EEA Financial Institution”. (a) Any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country”. Any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”. Any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

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

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

“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).

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“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.

“EU Bail-In Legislation Schedule”. The EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“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; provided that in no event shall the Euro Base Rate be deemed less than zero.

“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.

“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

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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 Borrowers) 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 Borrowers 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 Borrowers”. The “European Borrowers” 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 Partcipate 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 Borrowers 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.

“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 Borrowers and European Guarantors.

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

“European Notes”. See §2.4.

“European Obligations”. All indebtedness, obligations and liabilities of the European Borrowers 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

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Letter of Credit Applications in respect of the European Borrowers, 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 Borrowers, 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 Borrowers 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 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

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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 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).

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“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; provided further that in no event shall the Federal Funds Rate be deemed less than zero.

“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.

“First Amendment Effective Date”. September 30, 2015.

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

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“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).

“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.

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“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 Borrowers, 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.

“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).

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“GWIH”. GWI Holdings No.2 Pty Ltd, a proprietary limited liability company formed under the laws of the Commonwealth of Australia and a wholly owned subsidiary of the Aus JV.

“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.

“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.

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“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,

(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

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“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.

“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.

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“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.

“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

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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”. (i) 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(ii) any other Lender that agrees to so act and is appointed by the Borrower with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) pursuant to §5.6 or (iii) 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.

“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).

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“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:

LIBOR Rate   = LIBOR Base Rate 1.00 – Eurocurrency Reserve Percentage

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.

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.

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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 and Amendment No. 2.

“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.

“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.

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“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).

“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

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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.

“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

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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,

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

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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.

“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.

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“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”.

“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.

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“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.

“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.

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“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.

“Protesting Lender”. See §6.23(b).

“Providence and Worcester Acquisition”. The merger of Pullman Acquisition Sub Inc., a Rhode Island corporation and wholly owned direct subsidiary of GWI (“Pullman”), with and into Providence and Worcester Railroad Company, a Rhode Island corporation, pursuant to that certain Merger Agreement dated as of August 12, 2016, by and among GWI, Pullman, and Providence and Worcester Railroad Company.

“Public Lender”. See §9.4.

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

“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,

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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.

“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.

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“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.

“RailInvest Acquisition Effective Date”. The “Completion Date” (as defined in the RailInvest Acquisition Agreement).

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

“Rate Adjustment Period”. See definition of “Applicable Margin”.

“RCRA”. See §8.15(a).

“Real Estate”. All real property at any time owned, leased (as lessee or sublessee) or otherwise held by any of the Borrowers or any of their Restricted Subsidiaries.

“Reallocation”. A transfer by the Applicable Borrower of a portion of the Aggregate Domestic Revolving Loan Commitments or all or a portion of the Aggregate Canadian Revolving Loan Commitments or all or a portion of the Aggregate European Commitments or all or a portion of the Aggregate Australian Revolving Loan Commitments or all or a portion of the Aggregate UK Revolving Loan Commitments or all or a portion of any Aggregate Designated Subsidiary Commitments in accordance with §2.10.

“receivables”. See §10.5.3.

“Recording Tax States”. Alabama, Florida, Kansas, Maryland, Minnesota, New York, Virginia and the District of Columbia.

“Refinanced Debt”. See definition of “Credit Agreement Refinancing Indebtedness”.

“Refinancing Amendment”. An amendment to this Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers executed by (a) each of the Borrowers, (b) the Administrative Agent, (c) each Other Term Loan Lender and Other Revolving Loan Lender, as applicable, and (d) each then existing Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with §6.20.

“Reimbursement Obligation”. Each Borrower’s obligation to reimburse the Issuing Lender and the Applicable Lenders on account of any drawing under any Letter of Credit as provided in §5.1.4.

“Related Parties”. With respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Replacement Lender”. See §6.11.

“Reportable Event”. Any of the events set forth in §4043(c) of ERISA, other than events for which the 30-day notice period has been waived pursuant to regulations in effect as of the date of this Credit Agreement, no matter how such regulations may be changed in the future.

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“Required Australian Lenders”. As of any date, any two or more Australian Lenders holding in the aggregate more than fifty percent (50%) of the outstanding principal amount of the Australian Term Loan and the Aggregate Australian Revolving Loan Commitments or, if the commitment of each Australian Lender to make Australian Revolving Loans and the obligation of the Issuing Lender to issue or extend Letters of Credit have been terminated pursuant to §14.2, any combination of Australian Lenders holding in the aggregate more than 50% of the principal amount of the Australian Term Loan outstanding and the Total Australian Revolver Exposure (with the aggregate amount of each Australian Lender’s risk participation and funded participation in Letter of Credit Obligations and Swingline Loans, as applicable, being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Aggregate Australian Revolving Loan Commitments held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Australian Lenders.

“Required Canadian Lenders”. As of any date, any two or more Canadian Lenders holding in the aggregate more than fifty percent (50%) of the outstanding principal amount of the Aggregate Canadian Revolving Loan Commitments or, if the commitment of each Canadian Lender to make Canadian Revolving Loans and the obligation of the Issuing Lender to issue or extend Letters of Credit have been terminated pursuant to §14.2, any combination of Canadian Lenders holding in the aggregate more than 50% of the Total Canadian Revolver Exposure (with the aggregate amount of each Canadian Lender’s risk participation and funded participation in Letter of Credit Obligations and Swingline Loans, as applicable, being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Aggregate Canadian Revolving Loan Commitments held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Canadian Lenders.

“Required Designated Subsidiary Lenders”. As of any date, with respect to any applicable Designated Subsidiary any two or more Designated Subsidiary Lenders holding in the aggregate more than fifty percent (50%) of the outstanding principal amount of the Designated Subsidiary Term Loan and the Aggregate Designated Subsidiary Commitments or, if the commitment of each applicable Designated Subsidiary Lender to make Designated Subsidiary Revolving Loans and the obligation of the Issuing Lender to issue or extend Letters of Credit have been terminated pursuant to §14.2, any combination of Designated Subsidiary Lenders with respect to such Designated Subsidiary holding in the aggregate more than 50% of the principal amount of the Designated Subsidiary Term Loans outstanding and the Total Designated Subsidiary Revolver Exposure (with the aggregate amount of each Designated Subsidiary Lender’s risk participation and funded participation in Letter of Credit Obligations and Swingline Loans, as applicable, being deemed “held” by such Lender for purposes of this definition) with respect to such Designated Subsidiary; provided that the Commitment of, and the portion of the Aggregate Designated Subsidiary Commitments held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Designated Subsidiary Lenders with respect to such Designated Subsidiary.

“Required Domestic Lenders”. As of any date, any two or more Domestic Lenders holding in the aggregate more than fifty percent (50%) of the outstanding principal amount of the Domestic Term Loan and the Aggregate Domestic Revolving Loan Commitments or, if the commitment of each Domestic Lender to make Domestic Revolving Loans and the obligation of the Issuing Lender to issue or extend Letters of Credit have been terminated pursuant to §14.2, any combination of Domestic Lenders holding in the aggregate more than 50% of the principal amount of the Domestic Term Loan outstanding and the Total Domestic Revolver Exposure (with the aggregate amount of each Domestic Lender’s risk participation and funded participation in Letter of Credit Obligations and Swingline Loans, as applicable, being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Aggregate Domestic Revolving Loan Commitments held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Domestic Lenders.

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“Required European Lenders”. As of any date, any two or more European Lenders holding more than fifty percent (50%) of the Aggregate European Commitments or, if the commitment of each European Lender to make European Loans and the obligation of the Issuing Lender to issue or extend Letters of Credit have been terminated pursuant to §14.2, any combination of European Lenders holding in the aggregate more than 50% of the Total European Exposure (with the aggregate amount of each European Lender’s risk participation and funded participation in Letter of Credit Obligations and Swingline Loans, as applicable, being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Aggregate European Commitments held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required European Lenders.

“Required Lenders”. As of any date, any two or more Lenders holding in the aggregate more than fifty percent (50%) of the outstanding principal amounts of the Term Loans and the Total Commitments or, if the commitment of each Lender to make Loans and the obligation of the Issuing Lender to issue or extend Letters of Credit have been terminated pursuant to §14.2, any combination of Lenders holding in the aggregate more than 50% of the Total Exposure (with the aggregate amount of each Lender’s risk participation and funded participation in Letter of Credit Obligations and Swingline Loans, as applicable, being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Commitments held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required UK Lenders”. As of any date, any two or more UK Lenders holding in the aggregate more than fifty percent (50%) of the outstanding principal amount of the UK Term Loan and the Aggregate UK Revolving Loan Commitments or, if the commitment of each UK Lender to make UK Revolving Loans and the obligation of the Issuing Lender to issue or extend Letters of Credit have been terminated pursuant to §14.2, any combination of UK Lenders holding in the aggregate more than 50% of the principal amount of the UK Term Loan outstanding and the Total UK Revolver Exposure (with the aggregate amount of each UK Lender’s risk participation and funded participation in Letter of Credit Obligations and Swingline Loans, as applicable, being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Aggregate UK Revolving Loan Commitments held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required UK Lenders.

“Restatement Effective Date”. March 20, 2015.

“Restricted Payments”. In relation to the Borrowers and their Restricted Subsidiaries, any (a) Distribution or (b) derivatives or other transactions with any financial institution, commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”) obligating the Borrowers or any Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any Capital Stock of the Borrowers or such Restricted Subsidiary.

“Restricted Subsidiaries”. Any Subsidiary which is not an Unrestricted Subsidiary. The Borrowers shall not have the right to change the status of an Unrestricted Subsidiary to a Restricted Subsidiary unless (a) such Unrestricted Subsidiary becomes a Guarantor hereunder or (b) such Unrestricted Subsidiary would fit within the exception set forth in the last sentence of §9.14(a). The Borrowers shall not have the right to change the status of a Restricted Subsidiary to an Unrestricted Subsidiary without the consent of the Required Lenders.

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“Revaluation Date”. (a) With respect to any Revolving Loan, each of the following: (i) each date of a borrowing of an Applicable Offered Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of an Applicable Offered Rate Loan denominated in an Alternative Currency pursuant to §2.8.2, and (iii) such additional dates as the Applicable Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the Issuing Lender under any Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Applicable Agent or the Issuing Lender shall determine or the Required Lenders shall require.

“Revolving Lender”. At any time, any Lender that has a Revolving Loan Commitment at such time.

“Revolving Loan Commitments”. Domestic Revolving Loan Commitments, Canadian Revolving Loan Commitments, Australian Revolving Loan Commitments, European Commitments, UK Revolving Loan Commitments, Incremental Revolving Loan Commitments, if any, and Extended Revolving Loan Commitments, if any.

“Revolving Loan Facility”. At any time, the aggregate amount of the Revolving Lenders’ Revolving Loan Commitments at such time.

“Revolving Loans”. Domestic Revolving Loans, Canadian Revolving Loans, Australian Revolving Loans, European Loans and UK Revolving Loans.

“RL Funding”. RL Funding Corp., a company constituted under the laws of Nova Scotia, Canada.

“RP”. See preamble.

“RPMRR”. The Register of Personal and Movable Real Rights (Quebec).

“S&P”. See definition of Cash Equivalents.

“Same Day Funds”. With respect to disbursement and payments (a) in Dollars, immediately available funds, and (b) in Canadian Dollars, Euro or Australian Dollars, same day or other funds as may be determined by the Applicable Agent or the Issuing Lender, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in Canadian Dollars, Euro or Australian Dollars.

“Second Lien Intercreditor Agreement”. An intercreditor agreement substantially in the form of Exhibit J.

“Secured Cash Management Agreement”. Any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

“Secured Hedging Agreement”. Any Hedging Agreement that is entered into by and between any Loan Party and any Hedge Bank.

“Secured Parties”. Collectively, the Agents, the Lenders, the Issuing Lenders, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to §16.1, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

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“Security Agreements”. Collectively, the U.S. Security Agreement, Belgian Security Agreements, Canadian Security Agreement, Australian Security Agreements, the UK Pledge Agreements and the Dutch Security Agreements.

“Senior Secured Leverage Ratio”. For any Test Period, the ratio of (a) Consolidated Funded Debt that is secured by a Lien minus, if the applicable Senior Secured Leverage Ratio covenant level is 3.75 to 1.00 or less, cash and Cash Equivalents (in each case, free and clear of all liens, other than Liens permitted pursuant to §10.2), excluding cash and Cash Equivalents that are listed as “restricted” on the consolidated balance sheet of the GWI and its Restricted Subsidiaries to (b) 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.

“SPC”. See §20.7.

“Specified Guarantor”. Any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to §7.8).

“Specified Representations”. The representations set forth in §§8.1.2, 8.5.2, 8.1.3, 8.11, 8.14 (the fourth sentence only), 8.25 and 8.27.

“Specified Voluntary Prepayment”. Any prepayment of Term Loans (and, to the extent the Revolving Loan Commitments or Incremental Revolving Loan Commitments are reduced in a corresponding amount pursuant to §4.3, Revolving Loans or Incremental Revolving Loans) made pursuant to §20.8.

“Spot Rate”. For a currency, the rate determined by the Applicable Agent or the Issuing Lender, as applicable, as conclusively ascertained absent manifest error to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. (New York time) on the date three Business Days prior to the date as of which the foreign exchange computation is made; provided that the Applicable Agent or the Issuing Lender may obtain such spot rate from another financial institution designated by the Applicable Agent or the Issuing Lender if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

“Stated Liabilities”. The recorded liabilities (including contingent or subordinated liabilities that would be recorded in accordance with GAAP) of GWI and its Subsidiaries taken as a whole, as of the Restatement Effective Date after giving effect to the consummation of the transactions contemplated herein, determined in accordance with GAAP consistently applied.

“STB”. The Surface Transportation Board or any governmental authority(ies) which succeeds to the function or duties of the Surface Transportation Board or any portion thereof.

“Subsidiary”. Any corporation, association, trust, or other business entity of which the designated parent shall at any time own directly or indirectly through a subsidiary or subsidiaries at least a majority (by number of votes) of the outstanding Voting Stock.

“Swap”. Any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

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“Swap Obligation”. With respect to any Person, any obligation to pay or perform under any Swap.

“Swingline Expiry Date”. The date which is five (5) Business Days prior to the Maturity Date.

“Swingline Exposure”. At any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Commitment Percentage of the total Swingline Exposure at such time.

“Swingline Lenders”. The Domestic Swingline Lender, the European Swingline Lender, the Canadian Swingline Lender, the Australian Swingline Lender and the UK Swingline Lender.

“Swingline Loan”. Any Domestic Swingline Loan, Canadian Swingline Loan, European Swingline Loan, Australian Swingline Loan or UK Swingline Loan, as the context requires.

“Swingline Loan Request”. See §2.7.2.

“TARGET Day”. Any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Tax Confirmation”. A confirmation by a Lender that the Person beneficially entitled to interest payable to that Lender in respect of an advance under a UK Loan is either: (i) a company resident in the United Kingdom for United Kingdom tax purposes; (ii) 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; or (ii) 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.

“Tax Deduction”. A deduction or withholding required by any taxing authority of the United Kingdom for or on account of Tax from a payment under a UK Loan but excluding any such deduction or withholding pursuant to FATCA.

“Taxes”. Any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Lender”. At any time, any Lender that holds Term Loans at such time.

“Term Loans”. Collectively, the Domestic Term Loans, the Australian Term Loans, the UK Term Loans and the Incremental Term Loans, if any.

“Test Period”. Each consecutive four fiscal quarter period.

“Total Australian Revolver Exposure”. At any time, the Dollar Equivalent of the sum of the outstanding Australian Revolving Loans and the Australian Swingline Loans.

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“Total Canadian Revolver Exposure”. At any time, the Dollar Equivalent of the sum of the outstanding Canadian Revolving Loans and the Canadian Swingline Loans.

“Total Designated Subsidiary Exposure”. At any time, the Dollar Equivalent of the sum of the outstanding Designated Subsidiary Revolving Loans.

“Total Commitment”. The sum of the Aggregate Domestic Revolving Loan Commitments, the Aggregate Canadian Revolving Loan Commitments, the Aggregate Australian Revolving Loan Commitments, the Aggregate European Commitments, the Aggregate UK Revolving Loan Commitments and the Aggregate Designated Subsidiary Commitments, as in effect from time to time.

“Total Domestic Revolver Exposure”. At any time, the sum of the outstanding Domestic Revolving Loans, the Letter of Credit Obligations and the Domestic Swingline Loans.

“Total European Exposure”. At any time, the Dollar Equivalent of the sum of the outstanding European Loans and the European Swingline Loans.

“Total Exposure”. At any time, the sum of the Total Domestic Revolver Exposure, the Total European Exposure, the Total Australian Revolver Exposure, the Total Canadian Revolver Exposure and the Dollar Equivalent of the outstanding principal amount of the Term Loans.

“Total Leverage Ratio”. As of any date of determination, the ratio of (a) Consolidated Funded Debt on such date minus (other than for the purpose of the definition of Applicable Margin), if the applicable Total Leverage Ratio covenant level is 3.75 to 1.00 or less, cash and Cash Equivalents (in each case, free and clear of all liens, other than Liens permitted pursuant to §10.2), excluding cash and Cash Equivalents that are listed as “restricted” on the consolidated balance sheet of the GWI and its Restricted Subsidiaries to (b) 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.

“Total UK Revolver Exposure”. At any time, the Dollar Equivalent of the sum of the outstanding UK Revolving Loans and the UK Swingline Loans.

“Treaty”. See definition of “Treaty State”.

“Treaty Lender”. A Lender which: (i) is treated as a resident of a Treaty State for the purposes of the Treaty; (ii) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the UK Loan is effectively connected; and (iii) meets all other considerations in the Treaty for full exemption from Tax imposed by the jurisdiction of incorporation of the UK Borrower on interest except that for this purpose it shall be assumed that the following are satisfied: (A) any condition which relates (expressly or by implication) to there not being a special relationship between the UK Borrower and a Lender or between both of them and another Person, or to the amounts or terms of any UK Loan or the Loan Documents or to any other matter that is outside the exclusive control of that Lender; and (B) any necessary procedural formalities.

“Treaty State”. A jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

“Type”. (a) As to any Domestic Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan, (b) as to any Canadian Revolving Loan, its nature as a Canadian Base Rate Loan or an Applicable Offered Rate Loan (c) as to any European Loan, its nature as an Applicable Offered Rate Loan, or (d) as to any Australian Loan, its nature as an Applicable Offered Rate Loan.

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“UCC”. The Uniform Commercial Code as in effect in the State of New York; 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 the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“UK Agent”. With respect to local funding procedures described herein, Bank of America in its capacity as UK 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 UK Agent.

“UK Agent’s Office”. With respect to GBP, 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 UK Borrower) with respect to such currency, or such other address or account with respect to such currency as the UK Agent may from time to time notify the UK Borrower and the Lenders, which office may include any Affiliate of the UK Agent or any domestic or foreign branch of the UK Agent or such Affiliate. Unless the context otherwise requires each reference to the UK Agent shall include its applicable UK Agent’s Office.

“UK Borrower”. See preamble.

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

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

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

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

“UK Non-Bank Lender”. (i) Where a Lender becomes a Lender in respect of a UK Loan on the date of this Credit Agreement, a Lender listed on schedule §6.12(g) as being a UK Non-Bank Lender; and (ii) where a Lender becomes a Lender in respect of a UK Loan after the date of this Credit Agreement, a Lender which gives a Tax Confirmation on the same day that it executes the Assignment and Assumption on becoming a party.

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

“UK Obligations”. All indebtedness, obligations and liabilities of the UK Borrower to the UK Lenders, the UK 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 UK Notes, Letters of Credit or Letter of Credit Applications in respect of the UK Borrower, or UK Loans or UK Swingline Loans made, or Reimbursement Obligations incurred and including any interest thereon, UK Revolving Loan Commitment Fees or other fees or expenses in respect thereof, (b) under any Hedging Agreement between the UK Borrower and any Hedge Bank, and (c) under the Loan Documents.

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“UK Overnight 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 GBP, 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.

“UK Overnight Rate Loan”. A UK Loan that bears interest at the UK Overnight Rate.

“UK Pension Scheme”. The Freightliners Share Cost Section of the Railways Pension Scheme.

“UK Pension Scheme Contribution Notice”. A contribution notice issued by the UK Pensions Regulator under section 38 or section 47 of the Pensions Act 2004 of the United Kingdom.

“UK Pension Scheme Financial Support Direction”. A financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004.

“UK Pensions Regulator”. The body corporate called the Pensions Regulator established under Part I of the Pensions Act 2004 of the United Kingdom.

“UK Pledge Agreements”. Collectively, each share pledge agreement governed by the laws of England and Wales, in form reasonably satisfactory to the Administrative Agent (together with any supplements or amendments thereto).

“UK Register”. See §20.3(e).

“UK Revolving Loan Commitment”. As to each UK Lender, its obligation to make UK Revolving Loans or to participate in UK Swingline Loans to the UK 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 UK 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 UK Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Credit Agreement.

“UK Revolving Loan Commitment Fee”. See §2.2(e).

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

“UK Revolving Notes”. See §2.4.

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

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

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

“UK Term Loans”. See §3.1(c). For the avoidance of doubt, the aggregate amount of the UK Term Loans on the Business Day following the Restatement Effective Date is £101,681,127.99.

“UK Term Notes”. See §3.2(d).

“Unpaid Reimbursement Obligation”. Any Reimbursement Obligation for which GWI does not reimburse the Issuing Lender and the Applicable Lenders on the date specified in, and in accordance with, §5.3.

“Unrestricted Subsidiaries”. The Subsidiaries of the Borrowers as reflected in Schedule 8.16(a). The; provided that upon the consummation of the Aus Reorganization and the Aus Repayment (such date, the “Aus Designation Date”), the entities constituting the Australian Loan Parties (and their Subsidiaries) on the Amendment No. 2 Effective Date shall be designated as Unrestricted Subsidiaries hereunder. The Borrowers shall not have the right to change the status of an Unrestricted Subsidiary to a Restricted Subsidiary unless such Subsidiary (a) is a U.S., Canadian, European, Australian or UK Subsidiary of a Borrower or Restricted Subsidiary and (b)(i) shall become a Guarantor or (ii) fits within the exception set forth in the second to last sentence of §9.14(a).

“U.S. Collateral”. Collectively, all of the property pledged or granted as collateral pursuant to the U.S. Security Agreement on the Closing Date or thereafter pursuant to §9.13, 9.14 or 9.16 hereof or §9.19 of the Original Credit Agreement, and not released in accordance with the terms of the Original Credit Agreement and the Collateral Documents in accordance with the terms thereof prior to the Restatement Effective Date, the Mortgaged Property of the U.S. Loan Parties and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under the U.S. Security Agreement or any other Collateral Document governed by the laws of a State of the United States of America.

“U.S. Guaranteed Obligations”. See §7.1(a).

“U.S. Guarantors”. See preamble.

“U.S. Loan Party”. Collectively, the Domestic Borrowers and the U.S. Guarantors.

“U.S. Obligations”. All indebtedness, obligations (including the Designated Domestic Subsidiary Obligations) and liabilities of any U.S. Loan Party to the Domestic Lenders (including the Domestic Swingline Lender and the Issuing Lender) and the Administrative Agent individually or collectively existing on the date of this Credit Agreement or arising thereafter and to any Hedge Bank and Cash Management Bank (a) under or in respect of or in connection with any of the Domestic Notes, Letters of Credit or Letter of Credit Applications in respect of the Domestic Borrowers, or Domestic Loans or Domestic Swingline Loans made, or Reimbursement Obligations incurred and including any interest thereon, Domestic Revolving Loan Commitment Fees or other fees or expenses in respect thereof, (b) under any Secured Hedging Agreement between any Domestic Borrower and any Hedge Bank, (c) under the Loan Documents and (d) in respect of any Secured Cash Management Agreement between a Cash Management Bank as counterparty and any U.S. Loan Party. U.S. Obligations shall in no event include any Excluded Swap Obligations.

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“U.S. Security Agreement”. The security agreement, in substantially the form of Exhibit H-1 (together with each other security agreement and security agreement supplement delivered pursuant to §§9.14 or 9.16).

“U.S. Tax Compliance Certificate”. See §6.12(e)(ii)(B)(III).

“Voting Stock”. Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

“Weighted Average Life to Maturity”. When applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Western Labrador”. Western Labrador Rail Services Inc., a corporation constituted under the laws of Newfoundland and Labrador, Canada.

“Western Labrador (2013)”. Western Labrador Railway (2013) Inc., a corporation constituted under the laws of Newfoundland and Labrador, Canada.

“Will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature”. For the period from the Restatement Effective Date through the Maturity Date, GWI and its Subsidiaries taken as a whole will have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of Identified Contingent Liabilities) otherwise become due and payable, in light of business conducted or anticipated to be conducted by the Loan Parties as reflected in the projected financial statements and in light of the anticipated credit capacity.

“Write-Down and Conversion Powers”. With respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2 Rules of Interpretation.

(a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement.

(b) The singular includes the plural and the plural includes the singular.

(c) A reference to any law includes any amendment or modification to such law.

(d) A reference to any Person includes its permitted successors and permitted assigns.

(e) The words “include”, “includes” and “including” are not limiting.

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(f) All terms not specifically defined herein or by generally accepted accounting principles, which terms are defined in the UCC as in effect in the State of New York, have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the UCC.

(g) Reference to a particular “§” refers to that section of this Credit Agreement unless otherwise indicated.

(h) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement.

(i) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”.

(j) Where it relates to a Dutch entity, a reference to:

(i) the words “authorized by all necessary corporate or other proceedings” where applicable, includes:

(A) any action required to comply with the Dutch Works Councils Act of the Netherlands (Wet op de ondernemingsraden); and

(B) obtaining an unconditional positive advice (advies) from any competent works council(s);

(ii) a liquidation, insolvency or reorganisation includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(iii) a moratorium includes surseance van betaling and granted a moratorium includes surseance verleend;

(iv) insolvency includes a bankruptcy, moratorium and emergency regulation (noodregeling);

(v) a trustee includes a curator;

(vi) a custodian includes a bewindvoerder;

(vii) an attachment includes a beslag; and

(viii) a subsidiary includes a dochtermaatschappij as defined in Article 2:24a of the Dutch Civil Code.

(k) A “security interest” includes, in respect of a Dutch Obligor or in connection with any security in the Netherlands, a retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht) a right of retention (recht van retentie), a right to reclaim goods (recht van reclame) and in general any right in rem (beperkt recht) created for the purpose of granting security (goederenrechtelijke zekerheid).

(l) This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof.

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(m) This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Borrowers and are the product of discussions and negotiations among all parties. Accordingly, this Credit Agreement and the other Loan Documents are not intended to be construed against any party merely on account of such party’s involvement in the preparation of such documents.

(n) In respect of a Belgian Guarantor only, a reference in this Credit Agreement and the other Loan Documents to:

(i) An “inability to pay debts” includes a “cessation de paiements/staking van betalingen”; and

(ii) A “moratorium” includes a judicial reorganization (“reorganization judiciaire/gerechtelijke reorganisatie”).

(o) For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Credit Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (i) “personal property” shall include “movable property”, (ii) “real property” or “real estate” shall include “immovable property”, (iii) “tangible property” or “tangible assets” shall include “corporeal property”, (iv) “intangible property” or “intangible assets” shall include “incorporeal property”, (v) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “right of retention”, “prior claim” and a resolutory clause, (vi) all references to filing, perfection, priority, remedies, registering or recording under the UCC or a PPSA shall include publication under the Civil Code of Québec, (vii) all references to “perfection” or of a “perfected” lien or security interest shall include a reference to an “opposable” or “set up” lien or security interest as against third parties, (viii) any “right of offset”, “right of set-off” or similar expression shall include a “right of compensation”, (ix) “goods” shall include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (x) an “agent” shall include a “mandatary”, (xi) “construction liens” shall include “legal hypothecs”, (xii) “joint and several” shall include “solidary”, (xiii) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (xiv) “beneficial ownership” shall include “ownership on behalf of another as mandatary”, (xv) “easement” shall include “servitude”, (xvi) “priority” shall include “prior claim”, (xvii) “survey” shall include “certificate of location and plan”, (xviii) “state” shall include “province”, (xix) “fee simple title” shall include “absolute ownership” and (xx) “accounts” shall include “claims”. The parties hereto confirm that it is their wish that this Credit Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement.

1.3 Accounting Terms.

(a) Accounting terms not otherwise defined herein have the meanings assigned to them by generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of GWI and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either a Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Credit Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

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1.4 GWI as Agent of Borrowers and Guarantors. Each Borrower and Guarantor agrees (a) that all requests made, notices received and other actions taken by GWI on behalf of the Borrowers and/or Guarantors pursuant this Credit Agreement are made as agent for each such Borrower or Guarantor and (b) that GWI may accept service of process on its behalf.

1.5 Exchange Rates; Currency Equivalents.

(a) The Administrative Agent or the Issuing Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of borrowings of Loans, Letter of Credit Borrowings and Outstanding amount of the Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the Issuing Lender, as applicable.

(b) Wherever in this Credit Agreement in connection with a borrowing, conversion, continuation or prepayment of a Applicable Offered Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such borrowing, Applicable Offered Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Dollar Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Issuing Lender, as the case may be.

1.6 Additional Alternative Currencies.

(a) GWI may from time to time request that Letters of Credit be issued and/or that Applicable Offered Rate Loans be made in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request, such request shall be subject to the approval of the Administrative Agent and the Issuing Lender; and in the case of any such request with respect to the making of Applicable Offered Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Applicable Lenders providing such Applicable Offered Rate Loans (or any applicable commitments therefor).

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., five Business Days prior to the date of the desired Letter of Credit Borrowing or date of borrowing of Loans, as applicable, (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the Issuing Lender, in its or their sole discretion).

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In the case of any such request pertaining to Applicable Offered Rate Loans, the Administrative Agent shall promptly notify each Applicable Lender providing such Applicable Offered Rate Loans (or any applicable commitments therefor) thereof; and in the case of any such request, the Administrative Agent shall promptly notify the Issuing Lender thereof. Each Applicable Lender (in the case of any such request pertaining to Applicable Offered Rate Loans (or any applicable commitments therefor)) and the Issuing Lender (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., five Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Applicable Offered Rate Loans or issuance of Letters of Credit in such requested currency.

(c) Any failure by an Applicable Lender or the Issuing Lender, as the case may be, to respond to such request within the time period specified in the preceding clause shall be deemed to be a refusal by such Applicable Lender or the Issuing Lender to permit Applicable Offered Rate Loans or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all Applicable Lenders consent to making Applicable Offered Rate Loans (or any applicable commitments therefor) in such requested currency, the Administrative Agent shall so notify GWI and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any applicable borrowings of Applicable Offered Rate Loans; and if the Administrative Agent and the Issuing Lender consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify GWI and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this §1.6, the Administrative Agent shall promptly so notify GWI.

2. THE REVOLVING CREDIT FACILITIES.

2.1 Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Applicable Lenders severally agrees on the Restatement Effective Date to lend (a) to the Domestic Borrowers in Dollars, (b) to the European Borrowers in Euro, (c) to the Canadian Borrower in Canadian Dollars, (d) to the Australian Borrower in Australian Dollars, (e) to the UK Borrower in GBP and/or (f) to each applicable Designated Subsidiary, if any, in such currency (including any Alternative Currency) as may be specified in each applicable Designated Subsidiary Joinder, and such Borrower may borrow, repay, and reborrow from time to time between the Restatement Effective Date and the Maturity Date upon notice by such Borrower to the Applicable Agent given in accordance with §2.6, such sums as are requested by such Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender’s Commitment, minus the amount of such Lender’s Commitment Percentage of the Letter of Credit Obligations in respect of such Borrower; provided, (A) that the Total Domestic Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Domestic Revolving Loan Commitments, (B) the Total European Exposure (after giving effect to all amounts requested) does not exceed the Aggregate European Commitments, (C) the Total Canadian Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Canadian Revolving Loan Commitments, (D) the Total Australian Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Australian Revolving Loan Commitments, (E) the Total UK Revolver Exposure does not exceed the Aggregate UK Revolving Loan Commitments and (F) the Total Designated Subsidiary Exposure does not exceed the Aggregate Designated Subsidiary Commitments. The Loans under this §2.1 shall be made pro rata in accordance with each Lender’s Commitment Percentage. Subject to §2.10, the Domestic Revolving Loan Commitments, the Australian Revolving Loan Commitments, the Canadian Revolving Loan Commitments, the European Commitments, the UK Revolving Loan Commitments and the applicable Designated Subsidiary Commitments, if any, shall only be available to the Domestic Borrowers, the Australian Borrower, the Canadian Borrower, the European Borrowers, the UK Borrower

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and each applicable Designated Subsidiary, respectively, and if unused by such Borrower, will not be available to any other Borrower. Each request for a Loan hereunder shall constitute a representation and warranty by the Applicable Borrower that the conditions set forth in §13 (subject, in the case of any Loans borrowed pursuant to §6.18 in connection with a Permitted Acquisition, to the provisions of §6.18) have been satisfied on the date of such request. Notwithstanding the foregoing, any Cashless Option Revolving Lender as defined in and in accordance with Amendment No. 1 shall not actually make a loan on the Restatement Effective Date but shall be deemed to have exchanged its outstanding Revolving Loans (if any) under and as defined in the Original Credit Agreement in accordance with Amendment No. 1.

2.2 Commitment Fee.

(a) The Domestic Borrowers, jointly and severally, hereby agree to pay to the Administrative Agent for the accounts of the Domestic Lenders in accordance with their respective Commitment Percentages, a commitment fee in Dollars (the “Domestic Revolving Loan Commitment Fee”) at the applicable Commitment Fee Rate per annum on the actual daily amount during each calendar quarter or portion thereof from the Restatement Effective Date (or, in the case of Domestic Revolving Loan Commitments exchanged pursuant to the Amendment No. 1, the Restatement Effective Date (as defined in the Original Credit Agreement)) to the Maturity Date by which the Aggregate Domestic Revolving Loan Commitments exceed the Total Domestic Revolver Exposure (excluding the outstanding principal amount of the Domestic Swingline Loans).

(b) The European Borrowers hereby agrees to pay to the European Agent for the accounts of the European Lenders in accordance with their respective Commitment Percentages, a commitment fee in Dollars (the “European Commitment Fee”) at the applicable Commitment Fee Rate per annum on the actual daily amount during each calendar quarter or portion thereof from the Restatement Effective Date (or, in the case of European Revolving Loan Commitments exchanged pursuant to the Amendment No. 1, the Restatement Effective Date (as defined in the Original Credit Agreement)) to the Maturity Date by which the Aggregate European Commitments exceed the Total European Exposure (excluding the outstanding principal amount of the European Swingline Loans).

(c) The Canadian Borrower hereby agrees to pay to the Canadian Agent for the accounts of the Canadian Lenders in accordance with their respective Commitment Percentages, a commitment fee in Dollars (the “Canadian Revolving Loan Commitment Fee”) at the applicable Commitment Fee Rate per annum on the actual daily amount during each calendar quarter or portion thereof from the Restatement Effective Date (or, in the case of Canadian Revolving Loan Commitments exchanged pursuant to the Amendment No. 1, the Restatement Effective Date (as defined in the Original Credit Agreement)) to the Maturity Date by which the Aggregate Canadian Revolving Loan Commitments exceed the Total Canadian Revolver Exposure (excluding the outstanding principal amount of the Canadian Swingline Loans).

(d) The Australian Borrower hereby agrees to pay to the Administrative Agent for the accounts of the Australian Lenders in accordance with their respective Commitment Percentages, a commitment fee in Dollars (the “Australian Revolving Loan Commitment Fee”) at the applicable Commitment Fee Rate per annum on the actual daily amount during each calendar quarter or portion thereof from the Restatement Effective Date (or, in the case of Australian Revolving Loan Commitments exchanged pursuant to the Amendment No. 1, the Restatement Effective Date (as defined in the Original Credit Agreement)) to the Maturity Date by which the Aggregate Australian Revolving Loan Commitments exceed the Total Australian Revolver Exposure (excluding the outstanding principal amount of the Australian Swingline Loans).

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(e) The UK Borrower hereby agrees to pay to the UK Agent for the accounts of the UK Lenders in accordance with their respective Commitment Percentages, a commitment fee in Dollars (the “UK Revolving Loan Commitment Fee”) at the applicable Commitment Fee Rate per annum on the actual daily amount during each calendar quarter or portion thereof from the Restatement Effective Date (or, in the case of UK Revolving Loan Commitments exchanged pursuant to the Amendment No. 1, the Restatement Effective Date (as defined in the Original Credit Agreement)) to the Maturity Date by which the Aggregate UK Revolving Loan Commitments exceed the Total UK Revolver Exposure (excluding the outstanding principal amount of the UK Swingline Loans).

(f) The Commitment Fees shall be payable quarterly in arrears within three (3) days of the last day of each calendar quarter for the immediately preceding calendar quarter commencing on the first such date following the Restatement Effective Date, with a final payment on the Maturity Date or any earlier date on which the applicable Commitments shall terminate.

(g) The foregoing Commitment Fees are subject to adjustment as provided in §6.17(a)(iii).

2.3 Reduction of Applicable Commitments. Each Borrower shall have the right at any time and from time to time upon three (3) Business Days prior written notice to the Applicable Agent to reduce by $5,000,000 or a whole multiple of $1,000,000 in excess thereof or to terminate entirely the applicable Commitment, whereupon the applicable Commitments of the Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of such Borrower delivered pursuant to this §2.3, the Applicable Agent will notify the Applicable Lenders of the substance thereof. No reduction or termination of the applicable Commitments may be reinstated.

2.4 Evidence of Debt. The Loans made pursuant to §2.1 by each Applicable Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Applicable Agent in the ordinary course of business. The accounts or records maintained by the Agents and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to pay any amount owing with respect to the applicable Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Applicable Agent in respect of such matters, the accounts and records of the Applicable Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note (a) in the case of the Domestic Borrowers, in substantially the form of Exhibit A-1 (each, a “Domestic Revolving Note”), (b) in the case of the European Borrowers, in substantially the form of Exhibit A-2 (each, a “European Note”), (c) in the case of the Australian Borrower, in substantially the form of Exhibit A-3 (each, an “Australian Revolving Note”), (d) in the case of the Canadian Borrower, in substantially the form of Exhibit A-4 (each, a “Canadian Revolving Note”) and (e) in the case of the UK Borrower, in substantially the form of Exhibit A-5 (each, a “UK Revolving Note”), in each case dated as of the Restatement Effective Date (or other such date on which a Lender may become a party hereto in accordance with §20) and completed with appropriate insertions. Each such Note shall be payable to the order of the Applicable Lender and shall evidence such Lender’s applicable Loans in addition to such accounts or records. Each such Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

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2.5 Interest on the Revolving Loans. Except as otherwise provided in §6.10:

(a) Each Domestic Revolving Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto at a rate per annum equal to (i) the Base Rate plus the Applicable Margin with respect to Base Rate Loans as in effect from time to time or (ii) the LIBOR Rate determined for such Interest Period plus the Applicable Margin with respect to LIBOR Rate Loans as in effect from time to time.

(b) Each Canadian Revolving Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto at a rate per annum equal to (i) the Canadian Base Rate plus the Applicable Margin with respect to Canadian Base Rate Loans as in effect from time to time or (ii) the Applicable Offered Rate determined for such Interest Period plus the Applicable Margin with respect to Applicable Offered Rate Loans as in effect from time to time.

(c) Each European Loan, Australian Revolving Loan and UK Revolving Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto at a rate per annum equal to the Applicable Offered Rate, as applicable, determined for such Interest Period plus the Applicable Margin with respect to Applicable Offered Rate Loans as in effect from time to time.

(d) Each Borrower promises to pay interest on the outstanding amount of its applicable Loans on each Interest Payment Date with respect thereto.

(e) If, as a result of any restatement of or other adjustment to the financial statements of the Borrowers and their Restricted Subsidiaries or for any other reason, the Borrowers or the Lenders determine that (i) the Total Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, each Borrower shall immediately be obligated to pay to the Applicable Agent for the account of the Applicable Lenders or the Issuing Lender, as the case may be, promptly on demand by the Administrative Agent or any other Applicable Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action by any Agent, any Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of any Agent, any Lender or the Issuing Lender, as the case may be, under §§5.10, 6.10, or 14. Each Borrower’s obligations under this paragraph shall survive the termination of the Total Commitment and the repayment of all other Obligations hereunder.

2.6 Requests for Loans.

(a) The Domestic Borrowers shall give to the Administrative Agent written notice in the form of Exhibit C-1 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent (a “Loan Request”) (or telephonic notice confirmed in a writing by a Loan Request) of each Domestic Revolving Loan requested hereunder not later than (i) 2:00 p.m. (New York time) one (1) Business Day prior to any Drawdown Date of any Base Rate Loan or (ii) 2:00 p.m. (New York time) three (3) Business Days prior to any Drawdown Date of any LIBOR Rate Loan. Each Loan Request shall be in a minimum aggregate amount of $500,000 or an integral multiple thereof.

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(b) The European Borrowers shall give to the European Agent a Loan Request of each European Loan requested hereunder not later than 12:00 noon (New York time) three (3) Business Days prior to any Drawdown Date of any Applicable Offered Rate Loan.

(c) The Canadian Borrower shall give to the Canadian Agent a Loan Request of each Canadian Revolving Loan requested hereunder not later than (i) 11:00 a.m. (New York time) one (1) Business Day prior to any Drawdown Date of any Canadian Base Rate Loan or (ii) 12:00 noon (New York time) three (3) Business Days prior to any Drawdown Date of any Applicable Offered Rate Loan.

(d) The Australian Borrower shall give to the Administrative Agent (with a copy to Bank of America Australian Branch) a Loan Request of each Australian Revolving Loan requested hereunder not later than 12:00 noon (New York time) four (4) Business Days prior to any Drawdown Date of any Applicable Offered Rate Loan.

(e) The UK Borrower shall give to the Administrative Agent (with a copy to Bank of America London Branch) a Loan Request of each UK Revolving Loan requested hereunder not later than 2:00 p.m. (New York time) three (3) Business Days prior to any Drawdown Date of any Applicable Offered Rate Loan.

(f) Each Loan Request shall specify (i) the principal amount of the applicable Loan requested, (ii) the proposed Drawdown Date of such Loan, (iii) the Interest Period for such Loan and (iv) the Type, if applicable, of such Loan. Promptly upon receipt of any such notice (but in any event on the same day such Loan Request is received by the Applicable Agent), the Applicable Agent shall notify each of the Applicable Lenders thereof. Each such Loan Request shall be irrevocable and binding on the Applicable Borrower and shall obligate the Applicable Borrower to accept the requested Loan on the proposed Drawdown Date thereof.

2.7 The Swinglines.

2.7.1. Swingline Loans.

(a) Subject to the terms and conditions hereinafter set forth, upon notice by the Domestic Borrowers made to the Domestic Swingline Lender in accordance with §2.7.2, the Domestic Swingline Lender agrees to lend to such Domestic Borrowers Domestic Swingline Loans in Dollars on any Business Day prior to the Swingline Expiry Date in an aggregate principal amount not to exceed the Domestic Swingline Sublimit. Each Domestic Swingline Loan shall be in a minimum amount equal to $500,000 or a multiple of $100,000 in excess thereof. The Domestic Swingline Loans are being made for the administrative convenience of the Domestic Borrowers, the Domestic Swingline Lender and the Lenders.

(b) Subject to the terms and conditions hereinafter set forth, upon notice by the European Borrowers made to the European Swingline Lender in accordance with §2.7.2, the European Swingline Lender agrees to lend to the European Borrowers European Swingline Loans in Euro on any Business Day prior to the Swingline Expiry Date in an aggregate principal amount not to exceed the European Swingline Sublimit. Each European Swingline Loan shall be in a minimum amount equal to the Euro Equivalent of $500,000 or a multiple of the Euro Equivalent of $100,000 in excess thereof. The European Swingline Loans are being made for the administrative convenience of the European Borrowers, the European Swingline Lender and the Lenders.

(c) Subject to the terms and conditions hereinafter set forth, upon notice by the Canadian Borrower made to the Canadian Swingline Lender in accordance with §2.7.2, the Canadian Swingline Lender agrees to lend to the Canadian Borrower Canadian Swingline Loans in Canadian Dollars on any

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Business Day prior to the Swingline Expiry Date in an aggregate principal amount not to exceed the Canadian Swingline Sublimit. Each Canadian Swingline Loan shall be in a minimum amount equal to the Canadian Dollar Equivalent of $500,000 or a multiple of the Canadian Dollar Equivalent of $100,000 in excess thereof. The Canadian Swingline Loans are being made for the administrative convenience of the Canadian Borrower, the Canadian Swingline Lender and the Lenders.

(d) Subject to the terms and conditions hereinafter set forth, upon notice by the Australian Borrower made to the Australian Swingline Lender in accordance with §2.7.2, the Australian Swingline Lender agrees to lend to the Australian Borrower Australian Swingline Loans in Australian Dollars on any Business Day prior to the Swingline Expiry Date in an aggregate principal amount not to exceed the Australian Swingline Sublimit. Each Australian Swingline Loan shall be in a minimum amount equal to the Australian Dollar Equivalent of $500,000 or a multiple of the Australian Dollar Equivalent of $100,000 in excess thereof. The Australian Swingline Loans are being made for the administrative convenience of the Australian Borrower, the Australian Swingline Lender and the Lenders.

(e) Subject to the terms and conditions hereinafter set forth, upon notice by the UK Borrower made to the UK Swingline Lender in accordance with §2.7.2, the UK Swingline Lender agrees to lend to the UK Borrower UK Swingline Loans in GBP on any Business Day prior to the Swingline Expiry Date in an aggregate principal amount not to exceed the UK Swingline Sublimit. Each UK Swingline Loan shall be in a minimum amount equal to the Dollar Equivalent of $500,000 or a multiple of the Dollar Equivalent of $100,000 in excess thereof. The UK Swingline Loans are being made for the administrative convenience of the UK Borrower, the UK Swingline Lender and the Lenders.

(f) Notwithstanding any other provisions of this Credit Agreement (i) in addition to the limits set forth in clauses (a) through (e) above, at no time shall (1) the Total Domestic Revolver Exposure exceed the Aggregate Domestic Revolving Loan Commitments at such time, (2) the Total Canadian Revolver Exposure exceed the Aggregate Canadian Revolving Loan Commitments at such time, (3) the Total European Exposure exceed the Aggregate European Commitments at such time, (4) the Total Australian Revolver Exposure exceed the Aggregate Australian Revolving Loan Commitments at such time and (5) the Total UK Revolver Exposure exceed the Aggregate UK Revolving Loan Commitments at such time and (ii) the Applicable Swingline Lender shall not advance any Swingline Loans after it has received notice from any Lender or any Agent that a Default or Event of Default has occurred and is continuing and stating that no new Swingline Loans are to be made until such Default or Event of Default has been cured or waived in accordance with the provisions of this Credit Agreement. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Domestic Swingline Loans, European Swingline Loans, Canadian Swingline Loans, Australian Swingline Loans or UK Swingline Loans, as applicable.

2.7.2. Request for Swingline Loans. To request a Swingline Loan, the Applicable Borrower shall send to the Administrative Agent and the Applicable Swingline Lender written notice in the form of Exhibit C-2 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) (a “Swingline Loan Request”) (or, in the case of a Domestic Borrower, telephonic notice confirmed in a writing by a Swingline Loan Request) of each Swingline Loan requested hereunder not later than 1:00 p.m. (New York time), in respect of a Domestic Borrower or Canadian Borrower, or 11:00 a.m. (London time), in respect of the European Borrowers or UK Borrower, or 11:00 a.m. (Sydney time), in respect of the Australian Borrower, on the proposed Drawdown Date of any Swingline Loan. Each such Swingline Loan Request shall set forth the principal amount of the proposed Swingline Loan and the Drawdown Date of such Swingline Loan. Each Swingline Loan Request shall be binding on the Applicable Borrower and shall obligate the Applicable Borrower to borrow the Swingline Loan from the Applicable Swingline Lender on the proposed Drawdown Date thereof. The Administrative Agent will

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promptly advise the Applicable Swingline Lender of any such notice received from any Borrower. Upon satisfaction of the applicable conditions set forth in this Credit Agreement, on the proposed Drawdown Date the Applicable Swingline Lender shall make the Swingline Loan available to the Applicable Borrower no later than 3:00 p.m. (New York time), in respect of a Domestic Borrower or Canadian Borrower, or 3:00 p.m. (London time), in respect of the European Borrowers or UK Borrower, or 3:00 p.m. (Sydney time), in respect of the Australian Borrower, on the proposed Drawdown Date by crediting the amount of the Swingline Loan to the general deposit account of the Applicable Borrower maintained with the Applicable Swingline Lender or such other deposit account as indicated by the Applicable Borrower in the Swingline Loan Request.

2.7.3. Borrowings to Repay Swingline Loans. Each Borrower absolutely, irrevocably and unconditionally promises to pay in full the outstanding principal balance of all applicable Swingline Loans advanced to it on the earlier to occur of (i)(A) in the case of a Domestic Borrower, the date tenfifteen (1015) Business Days after such Loan is made and (B) in the case of each other Borrower, the date ninety (90) Business Days after such Loan is made and (ii) the Swingline Expiry Date. Each Borrower may prepay the Swingline Loans at any time without penalty or premium. In addition, in the event the outstanding principal balance of any Swingline Loan remains unpaid when due, the Applicable Swingline Lender may, on any Business Day, in its sole discretion, demand repayment of the (i) Domestic Swingline Loans by the Domestic Borrowers, and the Administrative Agent shall give notice to the Domestic Lenders that the outstanding Domestic Swingline Loans shall be funded with a borrowing of Domestic Revolving Loans, in which case each of the Domestic Lenders shall make Domestic Revolving Loans constituting Base Rate Loans to the Domestic Borrowers, on the next succeeding Business Day following such notice, in an amount equal to such Lender’s Commitment Percentage of the aggregate amount of all Domestic Swingline Loans outstanding to the Domestic Borrowers, (ii) Canadian Swingline Loans by the Canadian Borrower, and the Canadian Agent shall give notice to the Canadian Lenders that the outstanding Canadian Swingline Loans shall be funded with a borrowing of Canadian Revolving Loans, in which case each of the Canadian Lenders shall make Canadian Revolving Loans constituting Canadian Base Rate Loans to the Canadian Borrower, on the next succeeding Business Day following such notice, in an amount equal to such Canadian Lender’s Commitment Percentage of the aggregate amount of all Canadian Swingline Loans outstanding to the Canadian Borrower, (iii) European Swingline Loans by the European Borrowers, and the European Agent shall give notice to the European Lenders that the outstanding European Swingline Loans shall be funded with a borrowing of European Loans, in which case each of the European Lenders shall make European Loans constituting Euro Base Rate Loans to the European Borrowers, three Business Days following such notice, in an amount equal to such European Lender’s Commitment Percentage of the aggregate amount of all European Swingline Loans outstanding to the European Borrowers, (iv) Australian Swingline Loans by the Australian Borrower, and the Administrative Agent shall give notice to the Australian Lenders that the outstanding Australian Swingline Loans shall be funded with a borrowing of Australian Revolving Loans, in which case each of the Australian Lenders shall make Australian Revolving Loans constituting Australian Base Rate Loans to the Australian Borrower, four Business Days following such notice, in an amount equal to such Australian Lender’s Commitment Percentage of the aggregate amount of all Australian Swingline Loans outstanding to the Australian Borrower or (v) UK Swingline Loans by the UK Borrower, and the Administrative Agent shall give notice to the UK Lenders that the outstanding UK Swingline Loans shall be funded with a borrowing of UK Revolving Loans, in which case each of the UK Lenders shall make UK Revolving Loans constituting UK Overnight Rate Loans to the UK Borrower, three Business Days following such notice, in an amount equal to such UK Lender’s Commitment Percentage of the aggregate amount of all UK Swingline Loans outstanding to the UK Borrower. The proceeds thereof shall be applied directly to the Applicable Swingline Lender to repay such Swingline Lender for such outstanding Swingline Loans. Each Applicable Lender hereby absolutely, unconditionally and irrevocably agrees to make such applicable Loans upon one Business Days’ notice as set forth above, notwithstanding (a) that the amount of such applicable Loan may not comply with the applicable minimums otherwise required

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hereunder, (b) the failure of any Borrower to meet the conditions set forth in §§12 or 13, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such applicable Loan, and (e) the amount of, or termination of, the Aggregate Domestic Revolving Loan Commitments, the Aggregate Canadian Revolving Loan Commitments, the Aggregate European Commitments, the Aggregate Australian Revolving Loan Commitments or the Aggregate UK Revolving Loan Commitments, as the case may be, at such time. In the event that it is impracticable for such applicable Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code of the United States in respect of any of the Borrowers or any of the Restricted Subsidiaries), then each Applicable Lender hereby agrees that it shall forthwith purchase (as of the date such applicable Loan would have been made, but adjusted for any payments received from the Applicable Borrower on or after such date and prior to such purchase) from the Applicable Swingline Lender, and the Applicable Swingline Lender shall sell to each Applicable Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Applicable Lenders to share in such Swingline Loans pro rata based on their respective applicable Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Applicable Swingline Lender an amount equal to such Lender’s participation in such Swingline Loans; provided that (x) all interest payable on such Swingline Loans shall be for the account of the Applicable Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing Lender shall be required to pay the Applicable Swingline Lender interest on the principal amount of the participation so purchased for each day from and including the date such applicable Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Applicable Floating Rate Loans during such period.

2.7.4. Evidence of Swingline Loan Obligations. Each Swingline Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Applicable Borrower to such Swingline Lender resulting from each Swingline Loan made by such Swingline Lender, including the amounts of principal and interest payable and paid to such Swingline Lender from time to time hereunder. The outstanding amount of the Swingline Loans set forth on such accounts shall be prima facie evidence of the principal amount thereof owing and unpaid to the Applicable Swingline Lender, but the failure to record, or any error in so recording, any such amount on such accounts shall not limit or otherwise affect the actual amount of the obligations of the Applicable Borrower hereunder to make payments of principal of or interest on the Swingline Loans when due.

2.7.5. Interest on Swingline Loans.

(a) Except as otherwise provided in §6.10, each Domestic Swingline Loan shall bear interest from the Drawdown Date thereof until repaid in full or converted into a Domestic Revolving Loan at the rate per annum equal to the Base Rate plus the Applicable Margin as in effect from time to time. Domestic Swingline Loans may not be converted into LIBOR Rate Loans. The Domestic Borrowers promise to pay interest on the outstanding amount of its Domestic Swingline Loans on each Interest Payment Date with respect thereto.

(b) Except as otherwise provided in §6.10, each European Swingline Loan shall bear interest from the Drawdown Date thereof until repaid in full or converted into a European Loan at the rate per annum equal to the Euro Base Rate plus the Applicable Margin as in effect from time to time. European Swingline Loans may not be converted into Applicable Offered Rate Loans. The European Borrowers promises to pay interest on the outstanding amount of its European Swingline Loans on each Interest Payment Date with respect thereto.

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(c) Except as otherwise provided in §6.10, each Canadian Swingline Loan shall bear interest from the Drawdown Date thereof until repaid in full or converted into a Canadian Revolving Loan at the rate per annum equal to the Canadian Base Rate plus the Applicable Margin as in effect from time to time. Canadian Swingline Loans may not be converted into Applicable Offered Rate Loans. The Canadian Borrower promises to pay interest on the outstanding amount of its Canadian Swingline Loans on each Interest Payment Date with respect thereto.

(d) Except as otherwise provided in §6.10, each Australian Swingline Loan shall bear interest from the Drawdown Date thereof until repaid in full or converted into an Australian Revolving Loan at the rate per annum equal to the Australian Base Rate plus the Applicable Margin as in effect from time to time. Australian Swingline Loans may not be converted into Applicable Offered Rate Loans. The Australian Borrower promises to pay interest on the outstanding amount of its Australian Swingline Loans on each Interest Payment Date with respect thereto.

(e) Except as otherwise provided in §6.10, each UK Swingline Loan shall bear interest from the Drawdown Date thereof until repaid in full or converted into a UK Revolving Loan at the rate per annum equal to the UK Overnight Rate plus the Applicable Margin as in effect from time to time. UK Swingline Loans may not be converted into Applicable Offered Rate Loans. The UK Borrower promises to pay interest on the outstanding amount of its UK Swingline Loans on each Interest Payment Date with respect thereto.

2.7.6. Provisions Related to Incremental Revolving Loan Commitments and Extended Revolving Loan Commitments. If the maturity date shall have occurred in respect of any tranche of Revolving Loan Commitments at a time when another tranche or tranches of Revolving Loan Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in §5.1.6), there shall exist sufficient unutilized Extended Revolving Loan Commitments or Incremental Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Loan Commitments or Incremental Revolving Loan Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Loan Commitments or Incremental Revolving Loan Commitments in effect on such date, and such Swingline Loans shall not be so required to be repaid in full on such earliest maturity date.

2.8 Borrowers’ Conversion Options; Continuation of Loans.

2.8.1. Conversion to Different Type of Domestic Revolving Loan or Canadian Revolving Loan. Any Borrower may elect from time to time to convert any outstanding Domestic Revolving Loan or Canadian Revolving Loan, as the case may be, to a Domestic Revolving Loan or Canadian Revolving Loan, as the case may be, of another Type, provided that (a) with respect to any such conversion of an Applicable Offered Rate Loan to an Applicable Floating Rate Loan, the Applicable Borrower shall give the Administrative Agent at least one (1) Business Day prior written notice of such election; (b) with respect to any such conversion of an Applicable Floating Rate Loan to an Applicable Offered Rate Loan, the Applicable Borrower shall give the Administrative Agent at least three (3) Business Days prior written notice of such election; (c) with respect to any such conversion of an Applicable Offered Rate Loan to an Applicable Floating Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto or if made on a day other than the last day of the Interest Period with

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respect thereto, the Borrowers shall be responsible for any applicable breakage costs incurred pursuant to §6.9; (d) no Applicable Floating Rate Loan may be converted into an Applicable Offered Rate Loan when a Payment Event of Default or an Event of Default under §14.1(g) or (h) has occurred and is continuing; and (e) no more than fifteen (15) Applicable Offered Rate Loans having different Interest Periods may be outstanding at any time. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its applicable Lending Office. All or any part of outstanding Domestic Revolving Loans or Canadian Revolving Loans of any Type may be converted into a Domestic Revolving Loan or Canadian Revolving Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each Conversion Request relating to the conversion of a Domestic Revolving Loan or Canadian Revolving Loan to an Applicable Offered Rate Loan shall be irrevocable by the Applicable Borrower.

2.8.2. Continuation of Type of Loan. Any Domestic Revolving Loan, European Loan, Canadian Revolving Loan, Australian Revolving Loan, UK Revolving Loan or Designated Subsidiary Revolving Loan of any Type may be continued by the Applicable Borrower as a Domestic Revolving Loan, European Loan, Canadian Revolving Loan, Australian Revolving Loan, UK Revolving Loan or Designated Subsidiary Revolving Loan, respectively, of the same Type upon the expiration of any Interest Period with respect thereto by compliance by such Borrower with the notice provisions contained in §2.8.1; provided that no Applicable Offered Rate Loan may be continued as such when a Payment Event of Default or an Event of Default under §14.1(g) or (h) has occurred and is continuing, but shall be automatically converted (a) in the case of the Domestic Borrowers, to a Base Rate Loan, (b) in the case of the Canadian Borrower, to a Canadian Base Rate Loan, or (c) in the case of the European Borrowers, the Australian Borrower, the UK Borrower or any Designated Subsidiary Borrower, to a one month Applicable Offered Rate Loan, in each case on the last day of the first Interest Period relating thereto ending during the continuance of such an Event of Default of which officers of the Administrative Agent active upon the Applicable Borrower’s account have actual knowledge. In the event that the Applicable Borrower fails to provide any such notice with respect to the continuation of any Applicable Offered Rate Loan as such, then such Applicable Offered Rate Loan shall be automatically continued with an Interest Period of one month on the last day of the first Interest Period relating thereto. The Applicable Agent shall notify the Applicable Lenders promptly when any such automatic continuation contemplated by this §2.8.2 is scheduled to occur.

2.8.3. Applicable Offered Rate Loans.

(a) Any conversion by any Borrower to or from Applicable Offered Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Applicable Offered Rate Loans having the same Interest Period shall not be less than $500,000 or a whole multiple of $500,000.

(b) If any Borrower wishes to request Applicable Offered Rate Loans having an Interest Period other than 1, 2, 3 or 6 months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Applicable Agent not later than 11:00 a.m. (local time), four (4) Business Days prior to the requested date of such borrowing, conversion or continuation of Applicable Offered Rate Loans denominated in Dollars, Canadian Dollars, Euro, Australian Dollars, GBP or any other Alternative Currency, as applicable, whereupon the Applicable Agent shall give prompt notice to the Applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m. (local time), three (3) Business Days before the requested date of such borrowing, conversion or continuation of Applicable Offered Rate Loans denominated in Dollars, Canadian Dollars, Euro, Australian Dollars, GBP or any other Alternative Currency, as applicable, the Applicable Agent shall notify the Applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Applicable Lenders.

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2.9 Funds for Loans.

2.9.1. Funding Procedures. Not later than 2:00 p.m. (New York time), with respect to the Domestic Borrowers or the Canadian Borrower, or 1:00 p.m. (London time), with respect to the European Borrowers or UK Borrower, or 1:00 p.m. (Sydney time), with respect to the Australian Borrower, on the proposed Drawdown Date of any Domestic Revolving Loan, European Loan, Canadian Revolving Loan, Australian Revolving Loan or UK Revolving Loan, each of the Applicable Lenders will make available to the Applicable Agent at the Applicable Agent’s Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of such Loans made or to be made on such date. Upon receipt from each Applicable Lender of such amount, and upon receipt of the documents required by §§12 (with respect to such Loans to be made on the Closing Date) and 13 and the satisfaction of the other conditions set forth herein, to the extent applicable, the Applicable Agent will make available to the Applicable Borrower the aggregate amount of such Loans made available to the Applicable Agent by the Applicable Lenders. The failure or refusal of any Applicable Lender to make available to the Applicable Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Applicable Lender from its several obligation hereunder to make available to the Applicable Agent the amount of such other Applicable Lender’s Commitment Percentage of any requested Loans. In the event that the Applicable Agent becomes aware of any Applicable Lender’s failure to make available the amount of its Commitment Percentage of any requested Loan, the Applicable Agent shall notify the Applicable Borrower of the identity of such Lender and the amount such Lender has not made available to the Applicable Agent.

2.9.2. Advances by Applicable Agent. The Applicable Agent may, unless notified to the contrary by any Applicable Lender prior to a Drawdown Date of a Domestic Revolving Loan, European Loan, Canadian Revolving Loan, Australian Revolving Loan or UK Revolving Loan assume that such Lender has made available to the Applicable Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of the Loans to be made on such Drawdown Date, and the Applicable Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Applicable Borrower a corresponding amount. If any Applicable Lender makes available to the Applicable Agent such amount on a date after such Drawdown Date, such Applicable Lender shall pay to the Applicable Agent on demand an amount equal to the product of (a) the average computed for the period referred to in clause (c) below, of the greater of the Federal Funds Rate and a rate determined by the Applicable Agent in accordance with banking industry rules on interbank compensation (including, in the case of amounts owed to the Canadian Agent, the Bank of Canada Rate), plus any administrative, processing or similar fees customarily charged by the Applicable Agent in connection with the foregoing, times (b) the amount of such Lender’s Commitment Percentage of such Loans, times (c) a fraction, the numerator of which is the number of days that shall have elapsed from and including such Drawdown Date to the date on which the amount of such Applicable Lender’s Commitment Percentage of such Loans shall become immediately available to the Applicable Agent, and the denominator of which is 360. A statement of the Applicable Agent submitted to such Applicable Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Applicable Agent by such Lender. If the amount of such Lender’s Commitment Percentage of such Loans is not made available to the Applicable Agent by such Lender within three (3) Business Days following such Drawdown Date, the Applicable Agent shall be entitled to recover such amount from the Applicable Borrower on demand, with interest thereon at the rate per annum applicable to the applicable Loans made on such Drawdown Date.

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2.9.3. Discretion of Lenders as to Manner of Funding. Notwithstanding any provision of this Credit Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of such Lender’s Loans in any manner such Lender deems to be appropriate (including funding such Loans through a foreign branch or Affiliate of such Lender, so long as such funding does not adversely affect the Borrowers).

2.10 Reallocation of Commitments.

(a) Subject to the conditions set forth in this §2.10, the Borrowers shall have the right once during each fiscal quarter upon five (5) Business Days prior written notice to the Administrative Agent to (i) increase the Aggregate Domestic Revolving Loan Commitments by reducing and reallocating by an equivalent amount all or a portion of the Aggregate Canadian Revolving Loan Commitments and/or the Aggregate European Commitments and/or the Aggregate Australian Revolving Loan Commitments and/or the Aggregate UK Revolving Loan Commitments and/or any Aggregate Designated Subsidiary Commitments to the Aggregate Domestic Revolving Loan Commitments, (ii) increase the Aggregate Canadian Revolving Loan Commitments by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Canadian Revolving Loan Commitments, (iii) increase the Aggregate European Commitments by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate European Commitments, (iv) increase the Aggregate Australian Revolving Loan Commitments by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Australian Revolving Loan Commitments, (v) increase the Aggregate UK Revolving Loan Commitments by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate UK Revolving Loan Commitments and/or (vi) increase the Aggregate Designated Subsidiary Commitments by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Designated Subsidiary Commitments; provided that any such increase shall not be an amount less than $5,000,000.; provided further that if the Borrowers exercise such right of reallocation to effect the Aus Refinancing, the Borrowers may provide the applicable written notice with respect to such exercise by 11:00 a.m. (New York time) three (3) Business Days prior to the effectiveness of such reallocation.

(b) Any Reallocation pursuant to this §2.10 shall be subject to the following conditions:

(i) Each Reallocation of applicable Commitment amounts shall be made only between the offices or Affiliates of Applicable Lenders such that the sum of all the applicable Commitments of each Applicable Lender and its Affiliates shall not be increased or decreased as a result of any Reallocation. Each Applicable Lender, on behalf of itself and its Affiliates, hereby undertakes to comply with the lending obligations arising pursuant to any Reallocation of Commitments.

(ii) Each increase in (A) the Aggregate Domestic Revolving Loan Commitments shall be offset by a corresponding and equivalent reduction in one or more of the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments, Aggregate Australian Revolving Loan Commitments and Aggregate UK Revolving Loan Commitments, and (B) the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments, Aggregate Australian Revolving Loan Commitments, Aggregate UK Revolving Loan Commitments and any Aggregate Designated Subsidiary Commitments, as the case may be, shall be offset by a corresponding and equivalent reduction in the Aggregate Domestic Revolving Loan Commitments, such that the Total Commitment in effect immediately before a Reallocation shall be equal to the Total Commitment immediately after, and after giving effect to, such Reallocation.

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(iii) No Reallocation shall increase the Aggregate Foreign Currency Revolving Loan Commitments in excess of $500,000,000 (as any of the same may be increased pursuant to §6).

(iv) No Reallocation shall result in (A) any Domestic Lender having a positive Canadian Revolving Loan Commitment, European Commitment, Australian Revolving Loan Commitment, UK Revolving Loan Commitment or any Designated Subsidiary Commitment if such Domestic Lender, or its Affiliate, did not have such positive Canadian Revolving Loan Commitment, European Commitment, Australian Revolving Loan Commitment, UK Revolving Loan Commitment or applicable Designated Subsidiary Commitment on the Restatement Effective Date or acquire such applicable Commitment by assignment or by operation of §6.23 after the Restatement Effective Date, or (B) any European Lender having a positive Canadian Revolving Loan Commitment, Australian Revolving Loan Commitment, UK Revolving Loan Commitment or any Designated Subsidiary Commitment if such European Lender, or its Affiliate, did not have such positive Canadian Revolving Loan Commitment Australian Revolving Loan Commitment, UK Revolving Loan Commitment or applicable Designated Subsidiary Commitment on the Restatement Effective Date or acquire such applicable Commitment by assignment or by operation of §6.23 after the Restatement Effective Date, or (C) any Canadian Lender having a positive European Commitment, Australian Revolving Loan Commitment, UK Revolving Loan Commitment or any Designated Subsidiary Commitment if such Canadian Lender, or its Affiliate, did not have such positive European Commitment, Australian Revolving Loan Commitment, UK Revolving Loan Commitment or applicable Designated Subsidiary Commitment on the Restatement Effective Date or acquire such applicable Commitment by assignment or by operation of §6.23 after the Restatement Effective Date, (D) any Australian Lender having a positive European Commitment, Canadian Revolving Loan Commitment, UK Revolving Loan Commitment or any Designated Subsidiary Commitments if such Australian Lender, or its Affiliate, did not have such positive European Commitment, Canadian Revolving Loan Commitment, UK Revolving Loan Commitment or applicable Designated Subsidiary Commitment on the Restatement Effective Date or acquire such applicable Commitments by assignment or by operation of §6.23 after the Restatement Effective Date, (E) any UK Lender having a positive European Commitment, Canadian Revolving Loan Commitment, Australian Revolving Loan Commitment or any Designated Subsidiary Commitment if such UK Lender, or its Affiliate, did not have such positive European Commitment, Canadian Revolving Loan Commitment, Australian Revolving Loan Commitment or applicable Designated Subsidiary Commitment on the Restatement Effective Date or acquire such applicable Commitments by assignment or by operation of §6.23 after the Restatement Effective Date or (F) any Designated Subsidiary Lender having a positive European Commitment, Canadian Revolving Loan Commitment, Australian Revolving Loan Commitment or UK Revolving Loan Commitment if such Designated Subsidiary Lender, or its Affiliate, did not have such positive European Commitment, Canadian Revolving Loan Commitment, Australian Revolving Loan Commitment or UK Revolving Loan Commitment on the Restatement Effective Date or acquire such applicable Commitments by assignment or by operation of §6.23 after the Restatement Effective Date.

(v) Subject to §2.10(b)(iv), each Reallocation shall be made pro rata among the Lenders whose Applicable Commitments are being reallocated from one Applicable Commitment to another, but shall not cause the Applicable Commitments of any other Lenders to change (but will result in a change in Commitment Percentages).

(vi) Subject to §§6.6 and 6.7, in no event shall (A) the Aggregate Domestic Revolving Loan Commitments be reduced to an amount less than the greater of (x) $125,000,000 and (y) the Total Domestic Revolver Exposure; (B) the Aggregate Canadian Revolving Loan

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Commitments be reduced to an amount less than the Total Canadian Revolver Exposure; (C) the Aggregate European Commitments be reduced to an amount less than the Total European Exposure; (D) the Aggregate Australian Revolving Loan Commitments be reduced to an amount less than the Total Australian Revolver Exposure; (E) the Aggregate UK Revolving Loan Commitments be reduced to an amount less than the Total UK Revolver Exposure; or (F) any Aggregate Designated Subsidiary Commitments be reduced to an amount less than the applicable Total Designated Subsidiary Exposure.

(vii) No reallocation shall increase the Designated Subsidiary Commitments to an amount that would exceed the amount permitted by §6.23(a)(iii).

(viii) GWI shall obtain the written consent of each Lender which is proposed and will hold Designated Subsidiary Commitments, which consent of each Lender shall not be unreasonably withheld (it being understood that a Lender shall be deemed to have acted reasonably in withholding its consent if (A) it is unlawful for such Lender to make Loans under this Agreement to the “Designated Subsidiary,” (B) such Lender cannot or has not determined that it is lawful to do so, (C) the making of a Loan to “Designated Subsidiary” might subject such Lender to adverse tax consequences, (D) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the Designated Subsidiary and it does not wish to do so or (E) that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located).

(c) The Applicable Agent shall (i) notify each of the Lenders promptly after receiving any notice of a Reallocation delivered by the Applicable Borrower pursuant to this §2.10 and (ii) promptly upon the effectiveness of any such Reallocation, distribute to each Lender an updated Schedule II hereto, reflecting the changes in the respective Applicable Commitments of the Lenders.

2.11 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in Letter of Credit Obligations or in Swingline Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent and any other Applicable Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in Letter of Credit Obligations and applicable Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(a) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(b) the provisions of this §2.11 shall not be construed to apply to (x) any payment made by a Borrower pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in §6.16, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in Letter of Credit Obligations or Swingline Loans to any assignee or participant, other than to any Borrower or any Subsidiary thereof (as to which the provisions of this §2.11 shall apply).

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Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

3. THE TERM LOANS.

3.1 Commitment to Lend.

(a) Subject to the terms and conditions set forth in this Credit Agreement, each Domestic Lender, severally and not jointly, agrees to lend Dollars to GWI on the Restatement Effective Date in the amount of such Lender’s Commitment Percentage set forth on Schedule II (the “Domestic Term Loans”); provided that any Cashless Option Domestic Term Lender as defined in and in accordance with Amendment No. 1 shall not actually make a loan on the Restatement Effective Date but shall be deemed to have exchanged its Domestic Term Loan under and as defined in the Original Credit Agreement in accordance with Amendment No. 1.

(b) Subject to the terms and conditions set forth in this Credit Agreement, each Australian Lender, severally and not jointly, agrees to lend Australian Dollars to the Australian Borrower in the amount of such Lender’s Commitment Percentage set forth on Schedule II (the “Australian Term Loans”); provided that (i) any Cashless Option Australian Term Lender as defined in and in accordance with Amendment No. 1 shall not actually make a loan but shall be deemed to have exchanged its Australian Term Loan on the Restatement Effective Date, under and as defined in the Original Credit Agreement in accordance with Amendment No. 1 and (ii) each Australian Upsize Lender (as defined in Amendment No. 1), severally and not jointly, agrees to lend Australian Dollars to the Australian Borrower within one Business Day of the Restatement Effective Date in the amount of such Lender’s Commitment Percentage set forth on Schedule IIA.

(c) Subject to the terms and conditions set forth in this Credit Agreement, each UK Lender, severally and not jointly, agrees to lend GBP to the UK Borrower within one Business Day of the Restatement Effective Date in the amount of such Lender’s Commitment Percentage set forth on Schedule II (the “UK Term Loans”)

3.2 Term Notes.

(a) The Domestic Term Loan made by each Domestic Term Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Domestic Lender shall be conclusive absent manifest error of the amount, Type and Class of the Domestic Term Loans made by the Domestic Lenders to GWI and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of GWI hereunder to pay any amount owing with respect to the applicable Obligations. In the event of any conflict between the accounts and records maintained by any Domestic Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Domestic Lender made through the Administrative Agent, GWI shall execute and deliver to such Lender (through the Administrative Agent) in the case of a Domestic Term Loan, a promissory note in substantially the form of Exhibit B-1 (a “Domestic Term Note”) dated as of the Restatement Effective

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Date (or such other date on which a Lender may become a party hereto in accordance with §20) and completed with appropriate insertions. Each such Note shall be payable to the order of such Lender and shall evidence such Lender’s applicable Term Loans in addition to such accounts or records. Each such Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) [Reserved].

(c) The Australian Term Loan made by each Australian Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Australian Lender shall be conclusive absent manifest error of the amount, Type and Class of the Australian Term Loan made by the Australian Lenders to the Australian Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Australian Borrower hereunder to pay any amount owing with respect to the Australian Obligations. In the event of any conflict between the accounts and records maintained by any Australian Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Australian Lender made through the Administrative Agent, the Australian Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note in substantially the form of Exhibit B-3 (an “Australian Term Note”), dated as of the Restatement Effective Date (or such other date on which a Lender may become a party hereto in accordance with §20) and completed with appropriate insertions. Each such Note shall be payable to the order of such Lender and shall evidence such Lender’s applicable Australian Term Loans in addition to such accounts or records. Each such Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(d) The UK Term Loan made by each UK Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each UK Lender shall be conclusive absent manifest error of the amount, Type and Class of the UK Term Loan made by the UK Lenders to the UK Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the UK Borrower hereunder to pay any amount owing with respect to the UK Obligations. In the event of any conflict between the accounts and records maintained by any UK Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any UK Lender made through the Administrative Agent, the UK Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note in substantially the form of Exhibit B-4 (a “UK Term Note”), dated as of the Restatement Effective Date (or such other date on which a Lender may become a party hereto in accordance with §20) and completed with appropriate insertions. Each such Note shall be payable to the order of such Lender and shall evidence such Lender’s applicable UK Term Loans in addition to such accounts or records. Each such Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

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3.3 Schedule of Installment Payments of Principal of the Term Loans.

3.3.1. Domestic Term Loan Installment Payments. GWI promises to pay to the Administrative Agent for the account of the Domestic Term Lenders, in accordance with their respective Commitment Percentages, the principal amount of the Domestic Term Loans in quarterly installments as set forth below:

Payment Date	Principal Amount of Each Quarterly Installment
September 30, 2016 – June 30, 2018	$22,275,000
September 30, 2018 – the end of the last quarter prior to the Maturity Date of the Domestic Term Loans	$44,550,000
Maturity Date of the Domestic Term Loans	The remaining amount of the Domestic Term Loans

Installments on the Domestic Term Loans shall be due and payable on the last Business Day of each quarter after the Restatement Effective Date, commencing on September 30, 2016, with a final payment on the Maturity Date of the Domestic Term Loans.

3.3.2. [Reserved].

3.3.3. Australian Term Loan Installment Payments. The Australian Borrower promises to pay to the Administrative Agent for the account of the Australian Lenders holding Australian Term Loans, in accordance with their respective Commitment Percentages, the principal amount of the Australian Term Loans in quarterly installments as set forth below:

Payment Date	Principal Amount of Each Quarterly Installment
September 30, 2016 – June 30, 2018	AUD 4,057,837.48
September 30, 2018 – the end of the last quarter prior to the Maturity Date of the Australian Term Loans	AUD 8,115,674.97
Maturity Date of the Australian Term Loans	The remaining amount of the Australian Term Loans

Installments on the Australian Term Loan shall be due and payable on the last Business Day of each quarter after the Restatement Effective Date, commencing on September 30, 2016, with a final payment on the Maturity Date of the Australian Term Loans.

3.3.4. UK Term Loan Installment Payments. The UK Borrower promises to pay to the Administrative Agent for the account of the UK Lenders holding UK Term Loans, in accordance with their respective Commitment Percentages, the principal amount of the UK Term Loans in quarterly installments as set forth below:

Payment Date	Principal Amount of Each Quarterly Installment
September 30, 2016 – June 30, 2018	£1,271,014.10
September 30, 2018 – the end of the last quarter prior to the Maturity Date of the UK Term Loans	£2,542,028.20
Maturity Date of the UK Term Loans	The remaining amount of the UK Term Loans

Installments on the UK Term Loan shall be due and payable on the last Business Day of each quarter after the Restatement Effective Date, commencing on September 30, 2016, with a final payment on the Maturity Date of the UK Term Loans.

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3.4 Interest on the Term Loans.

(a) Except as otherwise provided in §6.10, the Domestic Term Loans shall bear interest for each day during each Interest Period at a rate per annum equal to (i) the Base Rate plus the Applicable Margin with respect to Base Rate Loans that are Domestic Term Loans as in effect from time to time or (ii) the LIBOR Rate determined for such Interest Period plus the Applicable Margin with respect to LIBOR Rate Loans that are Domestic Term Loans as in effect from time to time. Interest shall be payable on each Interest Payment Date with respect thereto and on the Maturity Date for the Domestic Term Loans. GWI promises to pay interest on the Domestic Term Loans from the Restatement Effective Date until the Maturity Date for Domestic Term Loans in accordance with the provisions of this §3.4.

(b) [Reserved].

(c) Except as otherwise provided in §6.10, the Australian Term Loans shall bear interest for each day during each Interest Period at a rate per annum equal to the Applicable Offered Rate that are Australian Term Loans determined for such Interest Period plus the Applicable Margin with respect to Applicable Offered Rate Loans that are Australian Term Loans as in effect from time to time. Interest shall be payable on each Interest Payment Date with respect thereto and on the Maturity Date for Australian Term Loans. The Australian Borrower promises to pay interest on the Australian Term Loans from the Restatement Effective Date until the Maturity Date for Australian Term Loans in accordance with the provisions of this §3.4.

(d) Except as otherwise provided in §6.10, the UK Term Loans shall bear interest for each day during each Interest Period at a rate per annum equal to the Applicable Offered Rate that are UK Term Loans determined for such Interest Period plus the Applicable Margin with respect to Applicable Offered Rate Loans that are UK Term Loans as in effect from time to time. Interest shall be payable on each Interest Payment Date with respect thereto and on the Maturity Date for UK Term Loans. The UK Borrower promises to pay interest on the UK Term Loans from the Restatement Effective Date until the Maturity Date for UK Term Loans in accordance with the provisions of this §3.4.

3.5 Notification of Term Loans.

(a) GWI shall notify the Administrative Agent, such notice to be irrevocable, by 2:00 p.m. (New York time) at least three (3) Business Days prior to the Drawdown Date of the Interest Period for the Domestic Term Loans if all or any portion of the Domestic Term Loans are to bear interest at the LIBOR Rate. With respect to the Domestic Term Loan, the provisions of §2.8 shall apply mutatis mutandis with respect to all or any portion of the Domestic Term Loans so that GWI may have the same interest rate options with respect to all or any portion of the Domestic Term Loans as it would be entitled to with respect to the Domestic Revolving Loans.

(b) [Reserved].

(c) The Australian Borrower shall notify the Administrative Agent (with a copy to Bank of America Australian Branch), by 2:00 p.m. (New York time) at least four (4) Business Days prior to the Drawdown Date of the Australian Term Loans of the Interest Period for the Australian Term Loans.

(d) The UK Borrower shall notify the Administrative Agent (with a copy to Bank of America London Branch), by 2:00 p.m. (New York time) at least three (3) Business Days prior to the Drawdown Date of the UK Term Loans of the Interest Period for the UK Term Loans.

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3.6 Interest Periods. No Interest Period relating to any Term Loan or any portion thereof bearing interest at the Applicable Offered Rate shall extend beyond the date on which the regularly scheduled installment payments of the principal of such Term Loan is to be made, unless a portion of such Term Loan at least equal to such installment payments has an Interest Period ending on such date.

4. MANDATORY REPAYMENT OF LOANS.

4.1 Maturity of Loans. The Loans shall be absolutely due and payable on the Maturity Date applicable to such Loans. Each Borrower hereby promises to pay to the Applicable Agent for the pro rata accounts of the Applicable Lenders all of the applicable outstanding Loans, together with any and all accrued and unpaid interest thereon on the Maturity Date applicable to such Loans.

4.2 Mandatory Repayments of Loans.

(a) If at any time for any reason the Total Domestic Revolver Exposure exceeds the Aggregate Domestic Revolving Loan Commitments, the Dollar Equivalent of the Total European Exposure exceeds the Aggregate European Commitments, the Dollar Equivalent of the Total Australian Revolver Exposure exceeds the Aggregate Australian Revolving Loan Commitments, the Dollar Equivalent of the Total Canadian Revolver Exposure exceeds the Aggregate Canadian Revolving Loan Commitments, the Dollar Equivalent of the Total UK Revolver Exposure exceeds the Aggregate UK Revolving Loan Commitments or the Dollar Equivalent of any Total Designated Subsidiary Exposure exceeds the applicable Aggregate Designated Subsidiary Commitments, then the Applicable Borrower shall immediately pay the amount of such excess to the Applicable Agent for the respective accounts of the Applicable Lenders.

(b) If the RailInvest Acquisition Effective Date does not occur on or prior to the Outside Date, the Borrowers shall prepay (i) $375,000,000 of Domestic Term Loans, (ii) AUD 163,826,998.68 of Australian Term Loans and (iii) the entire principal amount of the UK Term Loans, in each case, on the first Business Day after the Outside Date (such prepayments pursuant to this clause (b) to be applied as set forth in clause (g) below).

(c) If any Loan Party or any of its Restricted Subsidiaries Disposes of any property, including, but not limited to, the Capital Stock of any Subsidiary (other than any Disposition of any property permitted by §10.5.3(a), (b) or (f)), which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds within one day of receipt thereof by such Person (such prepayments pursuant to this clause (c) to be applied as set forth in clause (f) below).

(d) [Reserved].

(e) Upon the incurrence or issuance by any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to §10.1 (other than Credit Agreement Refinancing Indebtedness)), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within one day of receipt thereof by such Loan Party or such Restricted Subsidiary (such prepayments pursuant to this clause (e) to be applied as set forth in clause (f) below).

(f) Each prepayment of Term Loans pursuant to the foregoing provisions of this §4.2 (other than §4.2(b)) shall be accompanied by any applicable breakage costs incurred pursuant to §6.9 and applied ratably to all Classes of Term Loans and to the principal repayment installments thereof in direct order of maturity for the first four principal installments after the repayment and thereafter pro rata to the remaining principal payments.

(g) Each prepayment of Term Loans pursuant to the foregoing provisions of §4.2(b) shall be accompanied by any applicable breakage costs incurred pursuant to §6.9 and applied to the outstanding principal amount of the applicable Term Loans so prepaid first to the principal installment payments required by §3.3 in an amount equal to 1.25% of the principal amount of such Term Loans for each principal payment required on or between September 30, 2016 and June 30, 2018, second to the principal installment payments required by §3.3 in an amount equal to 2.50% of the principal amount of such Term Loans for each principal payment required on or between September 30 2018 and the end of the last quarter prior to the Maturity Date of the Term Loans and thereafter pro rata to the remaining principal payments.

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4.3 Optional Repayments of Loans.

4.3.1. Domestic Revolving Loans. The Domestic Borrowers shall have the right, at their election, to repay the outstanding amount of the Domestic Revolving Loans, as a whole or in part, at any time without penalty or premium, provided that any full or partial prepayment of the outstanding amount of any Domestic Revolving Loan that is a LIBOR Rate Loan pursuant to this §4.3.1 made on a day other than the last day of the Interest Period relating thereto shall be subject to compliance with §6.9. The Domestic Borrowers shall give the Administrative Agent, no later than 10:00 a.m., New York time, at least (a) one (1) Business Day prior written notice (in a form reasonably acceptable to the Administrative Agent) of any proposed prepayment of a Domestic Revolving Loan that is a Base Rate Loan pursuant to this §4.3.1, and (b) two (2) Business Days prior written notice of any proposed prepayment of a Domestic Revolving Loan that is a LIBOR Rate Loan pursuant to this §4.3.1, in each case specifying the proposed date of prepayment of such Domestic Revolving Loan and the principal amount to be paid. Each such partial prepayment of the Domestic Revolving Loan shall be in an integral multiple of $500,000 and shall be applied by the Administrative Agent, in the absence of instruction by the Domestic Borrowers, first to the principal of Base Rate Loans and then to the principal of LIBOR Rate Loans. Each partial prepayment shall be allocated among the Domestic Lenders in accordance with such Lender’s Commitment Percentage.

4.3.2. European Loans. The European Borrowers shall have the right, at its election, to repay the outstanding amount of the European Loans, as a whole or in part, at any time without penalty or premium, provided that any full or partial prepayment of the outstanding amount of any European Loan pursuant to this §4.3.2 made on a day other than the last day of the Interest Period relating thereto shall be subject to compliance with §6.9. The European Borrowers shall give the European Agent, no later than 12:00 noon, London time, at least five (5) Business Days prior written notice (in a form reasonably acceptable to the Administrative Agent) of any proposed prepayment of such European Loan pursuant to this §4.3.2, specifying the proposed date of prepayment of such European Loan and the principal amount to be paid. Each such partial prepayment of the European Loan shall be in an integral multiple of EUR500,000. Each partial prepayment shall be allocated among the European Lenders in accordance with such Lender’s Commitment Percentage.

4.3.3. Canadian Revolving Loans. The Canadian Borrower shall have the right, at its election, to repay the outstanding amount of the Canadian Revolving Loans, as a whole or in part, at any time without penalty or premium, provided that any full or partial prepayment of the outstanding amount of any Canadian Revolving Loan pursuant to this §4.3.3 made on a day other than the last day of the Interest Period relating thereto shall be subject to compliance with §6.9. The Canadian Borrower shall give the Administrative Agent, no later than 12:00 noon, New York time, at least two (2) Business Days prior written notice (in a form reasonably acceptable to the Administrative Agent) of any proposed prepayment

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of such Canadian Revolving Loan pursuant to this §4.3.3, specifying the proposed date of prepayment of such Canadian Revolving Loan and the principal amount to be paid. Each such partial prepayment of the Canadian Revolving Loan shall be in an integral multiple of Cdn. $500,000. Each partial prepayment shall be allocated among the Canadian Lenders in accordance with such Lender’s Commitment Percentage.

4.3.4. Australian Revolving Loans. The Australian Borrower shall have the right, at its election, to repay the outstanding amount of the Australian Revolving Loans, as a whole or in part, at any time without penalty or premium, provided that any full or partial prepayment of the outstanding amount of any Australian Revolving Loan pursuant to this §4.3.4 made on a day other than the last day of the Interest Period relating thereto shall be subject to compliance with §6.9. The Australian Borrower shall give the Administrative Agent (with a copy to Bank of America-Australia Branch), no later than 12:00 noon, New York time, at least five (5) Business Days prior written notice (in a form reasonably acceptable to the Administrative Agent) of any proposed prepayment of such Australian Revolving Loan pursuant to this §4.3.4, specifying the proposed date of prepayment of such Australian Revolving Loan and the principal amount to be paid. Each such partial prepayment of the Australian Revolving Loan shall be in an integral multiple of AUD500,000. Each partial prepayment shall be allocated among the Australian Lenders in accordance with such Lender’s Commitment Percentage.

4.3.5. Domestic Term Loans. GWI shall have the right at any time to prepay the Domestic Term Loans on or before the Maturity Date of the Domestic Term Loans, as a whole, or in part, upon not less than two (2) Business Days prior written notice (in a form reasonably acceptable to the Administrative Agent) to the Administrative Agent, without premium or penalty, provided that subject to compliance with §6.9, (a) each partial prepayment shall be in an integral multiple of $500,000, (b) any full or partial portion of the Domestic Term Loans bearing interest at the LIBOR Rate may be prepaid pursuant to this §4.3.5 on a day other than the last day of the Interest Period relating thereto, and (c) each partial prepayment shall be allocated among the Domestic Term Lenders in accordance with such Lender’s Commitment Percentage. Any prepayment of principal of the Domestic Term Loans shall include all interest accrued to the date of prepayment and shall be applied as directed by GWI. No amount repaid with respect to the Domestic Term Loans may be reborrowed.

4.3.6. [Reserved].

4.3.7. Australian Term Loans. The Australian Borrower shall have the right at any time to prepay the Australian Term Loans on or before the Maturity Date of the Australian Term Loans, as a whole, or in part, upon not less than five (5) Business Days prior written notice (in a form reasonably acceptable to the Administrative Agent) to the Administrative Agent (with a copy to Bank of America-Australia Branch), without premium or penalty, provided that subject to compliance with §6.9, (a) each partial prepayment shall be in an integral multiple of AUD500,000, (b) any full or partial portion of the Australian Term Loans bearing interest at the Applicable Offered Rate may be prepaid pursuant to this §4.3.7 on a day other than the last day of the Interest Period relating thereto, and (c) each partial prepayment shall be allocated among the Australian Lenders in accordance with such Lender’s Commitment Percentage. Any prepayment of principal of the Australian Term Loans shall include all interest accrued to the date of prepayment and shall be applied as directed by GWI. No amount repaid with respect to the Australian Term Loans may be reborrowed.

4.3.8. UK Revolving Loans. The UK Borrower shall have the right, at its election, to repay the outstanding amount of the UK Revolving Loans, as a whole or in part, at any time without penalty or premium, provided that any full or partial prepayment of the outstanding amount of any UK Revolving Loan pursuant to this §4.3.8 made on a day other than the last day of the Interest Period relating thereto shall be subject to compliance with §6.9. The UK Borrower shall give the Administrative Agent (with a

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copy to Bank of America), no later than 12:00 noon, New York time, at least five (5) Business Days prior written notice (in a form reasonably acceptable to the Administrative Agent) of any proposed prepayment of such UK Revolving Loan pursuant to this §4.3.8, specifying the proposed date of prepayment of such UK Revolving Loan and the principal amount to be paid. Each such partial prepayment of the UK Revolving Loan shall be in an integral multiple of £500,000. Each partial prepayment shall be allocated among the UK Lenders in accordance with such Lender’s Commitment Percentage.

4.3.9. UK Term Loans. The UK Borrower shall have the right at any time to prepay the UK Term Loans on or before the Maturity Date of the UK Term Loans, as a whole, or in part, upon not less than five (5) Business Days prior written notice (in a form reasonably acceptable to the Administrative Agent) to the Administrative Agent (with a copy to the UK Agent), without premium or penalty, provided that subject to compliance with §6.9, (a) each partial prepayment shall be in an integral multiple of £500,000, (b) any full or partial portion of the UK Term Loans bearing interest at the Applicable Offered Rate may be prepaid pursuant to this §4.3.9 on a day other than the last day of the Interest Period relating thereto, and (c) each partial prepayment shall be allocated among the UK Lenders in accordance with such Lender’s Commitment Percentage. Any prepayment of principal of the UK Term Loans shall include all interest accrued to the date of prepayment and shall be applied as directed by GWI. No amount repaid with respect to the UK Term Loans may be reborrowed.

5. LETTERS OF CREDIT.

5.1 Letter of Credit Commitments.

5.1.1. Commitment to Issue Letters of Credit.

(a) Subject to the terms and conditions hereof and the execution and delivery by GWI of a letter of credit application on the Issuing Lender’s customary form (a “Letter of Credit Application”), the Issuing Lender on behalf of the Applicable Lenders and in reliance upon the agreement of the Applicable Lenders set forth in §5.1.4 and upon the representations and warranties of GWI contained herein, agrees, in its individual capacity, to issue and extend for the account of GWI (to support obligations of GWI, any other Borrower or any Subsidiaries of GWI; provided that unless the Aus Qualified Intercompany Loan is outstanding, no letter of credit shall be issued for the account of the Aus JV or its Subsidiaries) one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by GWI and agreed to by the Issuing Lender; provided, however, that, after giving effect to such request, (i) the outstanding Letter of Credit Obligations to support obligations of the Domestic Borrowers and Subsidiaries organized under the laws of any political subdivision of the United States do not exceed $30,000,000, (ii) the outstanding Letter of Credit Obligations to support obligations of the European Borrowers and Subsidiaries organized or incorporated under the laws of the European Union or any other country in Europe do not exceed $15,000,000, (iii) the outstanding Letter of Credit Obligations to support obligations of the Canadian Borrower and Subsidiaries organized under the laws of Canada or any province thereof do not exceed $15,000,000, (iv) the outstanding Letter of Credit Obligations to support obligations of the Australian Borrower and Subsidiaries organized under the laws of any state or territory of the Commonwealth of Australia or the federal laws of the Commonwealth of Australia do not exceed $15,000,000, (v) the outstanding Letter of Credit Obligations to support obligations of the UK Borrower and Subsidiaries organized or incorporated under the laws of England and Wales do not exceed $25,000,000, (vi) the total outstanding Letter of Credit Obligations do not exceed $45,000,000, and (vii) the Total Domestic Revolver Exposure shall not exceed the Aggregate Domestic Revolving Loan Commitments. Notwithstanding any other provisions of this Credit Agreement, the Issuing Lender shall not issue or extend a Letter of Credit after it has received notice from any Lender or any Agent that a Default or Event of Default has occurred and stating that no Letters of Credit are to be issued or extended until such Default or Event of Default has been cured or waived in accordance with the provisions of this Credit Agreement.

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(b) The Issuing Lender shall not be under any obligation to issue any Letter of Credit if:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good faith deems material to it;

(ii) the issuance of such Letter of Credit would violate (A) any laws or (B) one or more policies of the Issuing Lender applicable to letters of credit generally; provided that such policies have been disclosed to GWI prior to its request for the issuance of such Letter of Credit;

(iii) except as otherwise agreed by the Issuing Lender, such Letter of Credit is in an initial face amount less than $50,000;

(iv) such Letter of Credit is to be denominated in a currency other than Dollars, Euro, Australian Dollars, Canadian Dollars, GBP or any other Alternative Currency, as the case may be;

(v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

(vi) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrowers or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to §6.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(c) The Issuing Lender shall act on behalf of the Applicable Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the Agents in §16 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Agents” as used in §16 included the Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Lender.

5.1.2. Letter of Credit Applications.

(a) Each Letter of Credit shall be issued upon the request of GWI (for itself or on behalf of any other Borrower or Subsidiary) delivered to the Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by an authorized

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officer of GWI. Such Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent not later than 11:00 a.m. (New York time) at least two Business Days (or such later date and time as the Administrative Agent and the Issuing Lender may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (vii) such other matters as the Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) such other matters as the Issuing Lender may require. Additionally, GWI shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Issuing Lender or the Administrative Agent may require. Unless the Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions in §13 shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of GWI (to support obligations of GWI, any other Borrower or any Subsidiaries of GWI) or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Applicable Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Commitment Percentage times the amount of such Letter of Credit.

(b) If GWI so requests in any applicable Letter of Credit Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, GWI shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions §5.1.1.(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or GWI that one or more of the applicable conditions specified in §13 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.

(c) Promptly after receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from GWI and, if not, the Issuing Lender will

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provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received written notice from any Lender, any Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in §13 shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of GWI (to support obligations of GWI, any other Borrower or any Subsidiaries of GWI) or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Applicable Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of Lender’s applicable Commitment Percentage times the amount of such Letter of Credit.

5.1.3. Terms of Letters of Credit. Each Letter of Credit issued or extended hereunder shall, among other things, (a) subject to §5.1.2(b) and clause (b) hereof, have a term of not more than one (1) year from the date of issuance or extension thereof, and (b) have an expiry date no later than the date which is seven (7) days prior to the Maturity Date. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

5.1.4. Reimbursement Obligations of Lenders. Each Applicable Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Lender’s applicable Commitment Percentage, to reimburse the Issuing Lender in Dollars on demand for the amount of each draft paid by the Issuing Lender under each applicable Letter of Credit to the extent that such amount is not reimbursed by GWI pursuant to §5.3 (such agreement for a Lender being called herein the “Letter of Credit Participation” of such Lender).

5.1.5. Participations of Lenders. Each such payment made by a Lender shall be treated as the purchase by such Lender of a participating interest in GWI’s Reimbursement Obligation under §5.3 in an amount equal to such payment. Each Applicable Lender shall share in accordance with its participating interest in any interest which accrues pursuant to §5.3.

5.1.6. Provisions Related to Incremental Revolving Credit Commitments and Extended Revolving Credit Commitments. If the maturity date in respect of any tranche of Revolving Loan Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Loan Commitments in respect of which the maturity date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to §§5.1.4 and 5.1.5) under (and ratably participated in by Lenders pursuant to) the Revolving Loan Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Loan Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrowers shall Cash Collateralize any such Letter of Credit in accordance with §6.16. Commencing with the maturity date of any tranche of Revolving Loan Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended, refinanced or incremental tranches.

5.2 [Reserved].

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5.3 Letter of Credit Payments.

(a) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Lender shall notify GWI and the Administrative Agent thereof. GWI shall reimburse the Issuing Lender through the Administrative Agent in an amount equal to the amount of such drawing not later than (A) 1:00 p.m. (New York time) on the date of any payment by the Issuing Lender under a Letter of Credit (each such date, an “Honor Date”), to the extent the Administrative Agent has delivered notice to GWI of such payment prior to 11:00 a.m. (New York time) on the Honor Date, or (B) 1:00 p.m. (New York time) on the Business Day immediately following the day that the Administrative Agent has delivered notice to GWI, to the extent such notice is not delivered to GWI prior to 11:00 a.m. (New York time) on the Honor Date. In the case of a Letter of Credit denominated in an Alternative Currency, GWI shall reimburse the Issuing Lender in such Alternative Currency, unless (A) the Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, GWI shall have notified the Issuing Lender promptly following receipt of the notice of drawing that GWI will reimburse the Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Issuing Lender shall notify GWI of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If GWI fails to so reimburse the Issuing Lender by the time set forth in the second sentence of this §5.3(a) (the “Letter of Credit Borrowing Date”), the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the Unpaid Reimbursement Obligation, which amount, for the avoidance of doubt, shall include interest on such Unpaid Reimbursement Obligation commencing on the Honor Date, and the amount of such Lender’s Commitment Percentage thereof. In such event, GWI shall be deemed to have requested a Base Rate Loan to be disbursed on the Letter of Credit Borrowing Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Total Commitment and the conditions set forth in §13 (other than the delivery of a Loan Request). Any notice given by the Issuing Lender or the Administrative Agent pursuant to this §5.3(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(b) Each Lender shall upon any notice pursuant to §5.3(a) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the Issuing Lender at the Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 2:00 p.m. (New York time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §5.3(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to GWI in such amount. The Administrative Agent shall remit the funds so received to the Issuing Lender.

(c) With respect to any Unpaid Reimbursement Obligation that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, GWI shall be deemed to have incurred from the Issuing Lender a Letter of Credit Borrowing in the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the default rate specified in §6.10. In such event, each Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to this §5.3 shall be deemed payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a Letter of Credit Advance from such Lender in satisfaction of its participation obligation under this §5.3.

(d) Until each Lender funds its Base Rate Loan or Letter of Credit Advance pursuant to this §5.3 to reimburse the Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of the Issuing Lender.

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(e) Each Lender’s obligation to make Base Rate Loans or Letter of Credit Advance to reimburse the Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this §5.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Lender, GWI or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Base Rate Loans pursuant to this §5.3 is subject to the conditions set forth in §13 (other than delivery by GWI of a Loan Request). No such making of a Letter of Credit Advance shall relieve or otherwise impair the obligation of GWI to reimburse the Issuing Lender for the amount of any payment made by the Issuing Lender under any Letter of Credit, together with interest as provided herein.

(f) If any Lender fails to make available to the Administrative Agent for the account of the Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this §5.3 by the time specified in §5.3(b), then, without limiting the other provisions of this Credit Agreement, the Issuing Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Lender at a rate per annum equal to the greater of the Federal Funds Rate (or the Bank of Canada Rate in the case of amounts owed to the Canadian Agent) and a rate determined by the Issuing Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Base Rate Loan included in the relevant borrowing or Letter of Credit Advance in respect of the relevant Letter of Credit Borrowing, as the case may be. A certificate of the Issuing Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (f) shall be conclusive absent manifest error.

5.4 Obligations Absolute. The obligation of GWI to reimburse the Issuing Lender for each drawing under each Letter of Credit issued in respect of GWI or any of its Subsidiaries and to repay each Letter of Credit Borrowing with respect thereto shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Credit Agreement under all circumstances (other than in the case of gross negligence or willful misconduct of the Issuing Lender), including the following:

(a) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement, or any other Loan Document;

(b) the existence of any claim, counterclaim, setoff, defense or other right that GWI may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuing Lender or any other Person, whether in connection with this Credit Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(c) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or

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(d) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; any payment by the Issuing Lender under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver, administrator or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(e) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, GWI.

GWI shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with GWI’s instructions or other irregularity, GWI will immediately notify the Issuing Lender. GWI shall be conclusively deemed to have waived any such claim against the Issuing Lender and its correspondents unless such notice is given as aforesaid.

5.5 Role of Issuing Lender. Each Applicable Lender and GWI agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agents, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

5.6 [Reserved].

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5.6 Addition of an Issuing Lender. The Borrower may add an Issuing Lender with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and with the agreement of such new Issuing Lender, whereupon such new Issuing Lender shall be granted the rights, powers and duties of an Issuing Lender hereunder, and the term “Issuing Lender” shall include such new Issuing Lender upon the effectiveness of such appointment or such other date as may be agreed by the Borrower and such Issuing Lender. The acceptance of any appointment as an Issuing Lender hereunder shall be evidenced by an agreement entered into by such new Issuing Lender, in a form reasonably satisfactory to the Borrower and the Administrative Agent, and, from and after the effective date of such agreement, such new issuer of Letters of Credit shall become an “Issuing Lender” hereunder.

5.7 Applicability of International Standby Practices and Uniform Customs. Unless otherwise expressly agreed by the Issuing Lender and GWI when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the International Standby Practices shall apply to each standby Letter of Credit and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

5.8 Letter of Credit Amounts. Unless otherwise specified herein the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

5.9 Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, GWI shall be obligated to reimburse the Issuing Lender hereunder for any and all drawings under such Letter of Credit. GWI hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of GWI, and GWI’s business derives substantial benefits from the businesses of such Subsidiaries.

5.10 Letter of Credit Fee. GWI shall, on the first day of each calendar quarter for the immediately preceding calendar quarter, pay a fee (in each case, a “Letter of Credit Fee”) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, to the

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maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account.

5.11 Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

5.12 Letter of Credit Reports. For so long as any Letter of Credit issued by an Issuing Lender (other than Bank of America) is outstanding, such Issuing Lender shall deliver to the Administrative Agent a report in the form of Exhibit P hereto (appropriately completed with the information for every outstanding Letter of Credit issued by such Issuing Lender) on the last Business Day of each calendar month and on each date there is a change to the information set forth on such report. The Administrative Agent shall deliver to the Lenders on a quarterly basis a report of all outstanding Letters of Credit.

6. CERTAIN GENERAL PROVISIONS.

6.1 Fees. In addition to the fees described in §2.2, the Borrowers shall pay (x) to MLPF&S, J.P. Morgan Securities LLC, Citigroup Global Markets, Inc. and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter and (y) to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

6.2 Funds for Payments.

6.2.1. Payments to Agents.

(a) The Administrative Agent shall debit an account of the Domestic Borrowers with the Administrative Agent for all (i) interest payments when due as provided in §§2.5 and 3.4 with respect to the Domestic Notes or otherwise due hereunder, (ii) Domestic Revolving Loan Commitment Fees when due as provided in §2.2, and (iii) Letter of Credit Fees when due as provided in §5.10. The failure of the Administrative Agent to debit such account as provided herein with respect to any such payments shall not constitute a waiver of any payment due hereunder. All payments of principal, Reimbursement Obligations and any other amounts due hereunder or under any of the other Loan Documents in respect of the Domestic Notes shall be made to the Administrative Agent, for the respective accounts of the Domestic Lenders and the Administrative Agent, at the Administrative Agent’s Office, in each case in immediately available funds without setoff or counterclaim or other deduction. All payments received by the Administrative Agent after 3:00 p.m. New York time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Domestic Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) The Canadian Agent shall debit an account of the Canadian Borrower with the Canadian Agent for all (i) interest payments when due as provided in §§2.5 and 3.4 with respect to the Canadian Revolving Notes or otherwise due hereunder, (ii) Canadian Revolving Loan Commitment Fees when due as provided in §2.2, and (iii) Letter of Credit Fees when due as provided in §5.10. The failure of the Canadian Agent to debit such account as provided herein with respect to any such payments shall not constitute a waiver of any payment due hereunder. All payments of principal and any other amounts due hereunder or under any of the other Loan Documents in respect to the Canadian Revolving Notes shall be

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made to the Canadian Agent, for the respective accounts of the Canadian Lenders and the Canadian Agent, at the Canadian Agent’s Office, in each case in immediately available funds. All payments received by the Canadian Agent after 3:00 p.m. New York time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Canadian Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c) The European Agent shall debit an account of the European Borrowers with the European Agent for all (i) interest payments when due as provided in §2.5 with respect to the European Notes or otherwise due hereunder (ii) European Commitment Fees when due as provided in §2.2, and (iii) Letter of Credit Fees when due as provided in §5.10. The failure of the European Agent to debit such account as provided herein with respect to any such payments shall not constitute a waiver of any payment due hereunder. All payments of principal and any other amounts due hereunder or under any of the other Loan Documents in respect to the European Notes shall be made to the European Agent, for the respective accounts of the European Lenders and the European Agent, at the European Agent’s Office, in each case in immediately available funds. All payments received by the European Agent after 3:00 p.m., London time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the European Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(d) The Administrative Agent shall debit an account of the Australian Borrower with the Administrative Agent for all (i) interest payments when due as provided in §§2.5 and 3.4 with respect to the Australian Notes or otherwise due hereunder, (ii) Australian Revolving Loan Commitment Fees when due as provided in §2.2, and (iii) Letter of Credit Fees when due as provided in §5.10. The failure of the Administrative Agent to debit such account as provided herein with respect to any such payments shall not constitute a waiver of any payment due hereunder. All payments of principal and any other amounts due hereunder or under any of the other Loan Documents in respect to the Australian Notes shall be made to the Administrative Agent, for the respective accounts of the Australian Lenders and the Administrative Agent, at the Administrative Agent’s Office, in each case in immediately available funds. All payments received by the Administrative Agent after 3:00 p.m., Sydney time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Australian Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(e) The UK Agent shall debit an account of the UK Borrower with the UK Agent for all (i) interest payments when due as provided in §§2.5 and 3.4 with respect to the UK Revolving Notes or otherwise due hereunder, (ii) UK Revolving Loan Commitment Fees when due as provided in §2.2, and (iii) Letter of Credit Fees when due as provided in §5.10. The failure of the UK Agent to debit such account as provided herein with respect to any such payments shall not constitute a waiver of any payment due hereunder. All payments of principal and any other amounts due hereunder or under any of the other Loan Documents in respect to the UK Revolving Notes shall be made to the UK Agent, for the respective accounts of the UK Lenders and the UK Agent, at the UK Agent’s Office, in each case in immediately available funds. All payments received by the UK Agent after 3:00 p.m. London time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the UK Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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6.2.2. Currency Matters.

(a) Subject to §5.3(a), Dollars are the currency of account and payment for each and every sum at any time due from the Domestic Borrowers hereunder.

(b) Subject to §5.3(a), Canadian Dollars, Euro, Australian Dollars, Euro, GBP and any applicable Designated Subsidiary Alternative Currency are the currency of account and payment for each and every sum at any time due from the Canadian Borrower, European Borrowers, Australian Borrower, UK Borrower and, with respect to each applicable Designated Subsidiary Alternative Currency, each applicable Designated Subsidiary, respectively, hereunder; provided that:

(i) each payment in respect of costs, expenses and indemnities shall be made in the currency in which the same were incurred; and

(ii) any amount expressed to be payable in a currency other than Canadian Dollars, Euro, Australian Dollars or GBP or any other Alternative Currency, as applicable, shall be paid in that other currency.

(c) No payment to any Agent or any Lender (whether under any judgment or court order or otherwise) shall discharge the obligation or liability in respect of which it was made unless and until such Agent or such other Lender shall have received payment in full in the currency in which such obligation or liability was incurred, and to the extent that the amount of any such payment shall, on actual conversion into such currency, fall short of such obligation or liability actual or contingent expressed in that currency, the Borrowers shall indemnify and reimburse such Agent or such other Lender, as the case may be, with respect to the amount of the shortfall, with such indemnity surviving the termination of this Credit Agreement and any legal proceeding, judgment or court order pursuant to which the original payment was made which resulted in the shortfall.

(d) If, for the purpose of obtaining judgment in any court or obtaining an order enforcing a judgment, it becomes necessary to convert any amount due under this Credit Agreement in Dollars or in any other currency (hereinafter in this §6.2.2 called the “first currency”) into any other currency (hereinafter in this §6.2.2 called the “second currency”), then the conversion shall be made at the Spot Rate at the Applicable Agent’s close of business on the Business Day next preceding the day on which the final judgment is given or (as the case may be) the final order is made. Any payment made to any Agent or any Lender pursuant to this Credit Agreement in the second currency shall constitute a discharge of the obligations of the Borrowers to pay to such Agent and the Lenders any amount originally due to such Agent and the Lenders in the first currency under this Credit Agreement only to the extent of the amount of the first currency which such Agent and each of the Lenders is able, on the date of the receipt by it of such payment in any second currency, to purchase, in accordance with such Agent’s and such Lender’s normal banking procedures, with the amount of such second currency so received. If the amount of the first currency falls short of the amount originally due to any Agent and the Lenders in the first currency under this Credit Agreement, the Borrowers hereby jointly and severally agree that they will indemnify the Agents and each of the Lenders against and save Agents and each of the Lenders harmless from any shortfall so arising. This indemnity shall constitute a joint and several obligation of the Borrowers separate and independent from the other obligations contained in this Credit Agreement, shall give rise to a separate and independent cause of action and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due to any Agent or any Lender under this Credit Agreement or under any such judgment or order. Any such shortfall shall be deemed to constitute a loss suffered by such Agent and each such Lender, as the case may be, and the Borrowers shall not be entitled to require any proof or evidence of any actual loss. The covenant contained in this §6.2.2 shall survive the payment in full of all of the other obligations of the Borrowers under this Credit Agreement.

(e) For all purposes of this Credit Agreement, the amount in one currency which shall be equivalent on any particular date to a specified amount in another currency shall be that amount (as conclusively ascertained by the Applicable Agent) in the first currency which is or could be purchased by the Applicable Agent (in accordance with its normal banking practices) with such specified amount in the second currency in any recognized Eurocurrency Interbank Market selected by the Applicable Agent in good faith for delivery on such date at the Spot Rate on such date.

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6.3 Computations. All computations of interest for Applicable Floating Rate Loans (including Applicable Floating Rate Loans determined by reference to the Applicable Offered Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be based on a year of 365 or 366 days, and, as the case may be, paid for the actual number of days elapsed, or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Except as otherwise provided in the definition of the term “Interest Period” with respect to Applicable Offered Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to §6.2.1, bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. The outstanding amount of the Loans as reflected on the applicable Note Records from time to time shall be considered correct and binding on the Applicable Borrower unless within five (5) Business Days after receipt of any notice by the Applicable Agent or Applicable Lender of such outstanding amount, such Agent or such Lender shall notify the Applicable Borrower to the contrary. All interest will be calculated using the nominal rate method and not the effective rate method and the deemed reinvestment principle shall not apply to such calculations.

6.4 Inability to Determine Applicable Offered Rate. If the Required Lenders determine that for any reason in connection with any request for an Applicable Offered Rate Loan or a conversion to or continuation thereof that (a) deposits (whether in Dollars, Canadian Dollars, Euro, Australian Dollars, GBP or any other Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Applicable Offered Rate Loan, (b) adequate and reasonable means do not exist for determining the Applicable Offered Rate for any requested Interest Period with respect to a proposed Applicable Offered Rate Loan (whether in Dollars, Canadian Dollars, Euro, Australian Dollars, GBP or any other Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or (c) the Applicable Offered Rate for any requested Interest Period with respect to a proposed Applicable Offered Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Applicable Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Applicable Offered Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Applicable Offered Rate component of the Base Rate, the utilization of the Applicable Offered Rate component in determining the Base Rate shall be suspended, in each case until the Applicable Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of Applicable Offered Rate Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of Applicable Floating Rate Loans in the amount specified therein.

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6.5 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Applicable Offered Rate, or to determine or charge interest rates based upon the Applicable Offered Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrowers through the Applicable Agent, (i) any obligation of such Lender to make or continue Applicable Offered Rate Loans or to convert Applicable Floating Rate Loans to Applicable Offered Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Applicable Offered Rate Loans the interest rate on which is determined by reference to the Applicable Offered Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Applicable Agent without reference to the Applicable Offered Rate component of the Base Rate, in each case until such Lender notifies the Applicable Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Applicable Agent), prepay or, if applicable, convert all Applicable Offered Rate Loans of such Lender to Applicable Floating Rate Loans (the interest rate on which Applicable Floating Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Applicable Agent without reference to the Applicable Offered Rate component of the Applicable Floating Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Applicable Offered Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Applicable Offered Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Applicable Offered Rate, the Applicable Agent shall during the period of such suspension compute the Applicable Floating Rate applicable to such Lender without reference to the Applicable Offered Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Applicable Offered Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.

6.6 Additional Costs, Etc. If any Change in Law shall:

(a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Rate) or the Issuing Lender;

(b) subject any Lender, any Swingline Lender or the Issuing Lender to any Tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes or Other Taxes covered by §6.12 and any Excluded Taxes);

(c) impose on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Applicable Offered Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes); or

(d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loans;

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and the result of any of the foregoing shall be to increase the cost to such Lender by an amount that such Lender deems to be material, of making or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt of a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) made by such Lender or such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or such Agent such additional amounts as will be sufficient to compensate such Lender or such Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this §6.6 for any amounts incurred more than six months prior to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. With respect to any existing Lender as of the date a Person becomes a Designated Subsidiary hereunder, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunder.

6.7 Capital Adequacy. If any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender or any Lending Office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Credit Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital liquidity and adequacy), by an amount deemed by such Lender or the Issuing Lender, as applicable, to be material, then from time to time the Borrowers will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered.

6.8 Certificate. A certificate setting forth any additional amounts payable pursuant to §§6.6 or 6.7 and a brief explanation of such amounts which are due, submitted by any Lender or any Agent to the Borrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

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6.9 Compensation for Losses. Upon demand of any Lender (with a copy to the each Agent) from time to time, the Applicable Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than an Applicable Floating Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than an Applicable Floating Rate Loan on the date or in the amount notified by such Borrower; or

(c) any assignment of an Applicable Offered Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to §20.2;

(d) excluding any loss of anticipated profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

For purposes of calculating amounts payable by the Applicable Borrower to the Lenders under this §6.9, each Lender shall be deemed to have funded each Applicable Offered Rate Loan made by it at the Applicable Offered Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Applicable Offered Rate Loan was in fact so funded.

6.10 Interest After Default. During the continuance of an Event of Default, pursuant to §§14.1(a) or 14.1(b) (a “Payment Event of Default”), (i) the overdue principal shall bear interest at a rate per annum equal to two percent (2%) above the rate of interest then applicable thereto (or, if no rate of interest is then applicable thereto, the Applicable Floating Rate) and (ii) (to the extent permitted by applicable law), overdue interest on the Loans and all other amounts payable hereunder that are overdue or under any of the other Loan Documents shall bear interest at a rate per annum equal to the Applicable Floating Rate plus the Applicable Margin applicable to Applicable Floating Rate for Revolving Loans plus two percent (2%) above rate of interest then applicable thereto, in each case, until such Payment Event of Default has been cured or remedied or until such amount shall be paid in full (after as well as before judgment).

6.11 Replacement of Lenders. If any Lender (an “Affected Lender”) (a) makes demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to §§6.6, 6.7 or 6.12, (b) is unable to make or maintain Applicable Offered Rate Loans as a result of a condition described in §6.4 or (c) becomes a Defaulting Lender or if any other circumstance exists under §27 that gives a Borrower the right to replace a Lender as a party hereto, such Borrower within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing such Borrower to be required to pay such compensation or causing §6.4 to be applicable), or default, as the case may be, may, by notice in writing to the Administrative Agent and such Affected Lender, (i) request that the Affected Lender assign all of its Loans and Commitments to a replacement lender reasonably satisfactory to the Administrative Agent and such Borrower (the “Replacement Lender”); (ii) request the non-Affected Lenders to acquire and assume all of the Affected Lender’s Loans and applicable Commitments, as provided herein, but none of such Lenders shall be under an obligation to do so; or (iii) designate a Replacement Lender approved by the Administrative Agent, such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lender’s Loans and applicable Commitments, then such

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Affected Lender shall assign, in accordance with §20, all of its applicable Commitments, Loans, Letter of Credit Participations, and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Lender; provided, however, that (A) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Lender and such Replacement Lender and/or non-Affected Lenders, as the case may be, (B) prior to any such assignment, the Borrowers shall have paid to such Affected Lender all amounts properly demanded and unreimbursed under §§6.6, 6.7 or 6.12 and (C) the Applicable Borrower shall be responsible for any fees or other amounts payable in connection with such assignment to the extent that such Affected Lender would have been required to pay such fees and other amounts in connection with such assignment. Upon the effective date of such assignment, the Applicable Borrower shall issue replacement Notes, if applicable, to such Replacement Lender and/or non-Affected Lenders, as the case may be, and such institution shall become a “Lender” for all purposes under this Credit Agreement and the other Loan Documents.

6.12 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes.

(ii) If any applicable withholding agent shall be required by applicable laws to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent shall withhold or make such deductions; (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable laws; and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this §6.12) the Applicable Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, each Loan Party shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable laws.

(c) Tax Indemnifications.

(i) Without limiting the provisions of subsection (a) or (b) above, each Loan Party shall, and does hereby, indemnify and hold harmless each Agent and each Lender, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this §6.12) paid by such Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Loan Party shall also, and does hereby, indemnify each Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or an Issuing Lender for any reason fails to pay indefeasibly to such Agent as required by clause (ii) of this subsection (other than any amounts owing as a result of the gross negligence or willful misconduct of

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such Agent). A reasonably detailed certificate as to the amount of any such payment or liability delivered to such Loan Party by a Lender or an Issuing Lender (with a copy to the Applicable Agent), or by the Applicable Agent on its own behalf or on behalf of a Lender or an Issuing Lender, shall be conclusive absent manifest error. Any claim against any Loan Party pursuant to this clause (c) must be made within 180 days of the payment by the Agent or the Lender to which such claim relates.

(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each Issuing Lender shall, and does hereby, indemnify each Loan Party and each Agent, and shall make payment in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Loan Parties or the Agents) incurred by or asserted against any Loan Party or any Agent by any Governmental Authority as a result of the failure by such Lender or such Issuing Lender, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such Issuing Lender, as the case may be, to such Loan Party or such Agent pursuant to subsection (e). Each Lender and each Issuing Lender hereby authorizes the Applicable Agent to set off and apply any and all amounts at any time owing to such Lender or such Issuing Lender, as the case may be, under this Credit Agreement or any other Loan Document against any amount due to such Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of any Agent, any assignment of rights by, or the replacement of, a Lender or an Issuing Lender, the termination of the Total Commitment and the repayment, satisfaction or discharge of all other Obligations.

(d) Evidence of Payments. As soon as practicable, after any payment of Taxes by any Loan Party to a Governmental Authority as provided in this §6.12, GWI shall deliver to the Applicable Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Applicable Agent.

(e) Status of Lenders; Tax Documentation.

(i) Each Lender shall deliver to the Borrowers and to the Agents, at the time or times prescribed by applicable Laws or when reasonably requested by any Borrower or any Agent, such properly completed and executed documentation prescribed by applicable Laws or by the Governmental Authorities of any jurisdiction and such other reasonably requested information as will permit such Borrower or such Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by any Loan Party hereunder or under any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Each Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documents required to be delivered below in §6.12(e)(ii)) obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrowers and the Agents updated or other appropriate documentation (including any new documentation reasonably requested by any Borrower or any Agent) or promptly notify the Borrowers and the Agents in writing of its inability to do so.

(ii) Without limiting the generality of the foregoing:

(A) any Domestic Lender that is a “United States person” within the meaning of §7701(a)(30) of the Code shall deliver to the Domestic Borrowers and the Administrative Agent executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding;

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(B) each Domestic Lender that is a Foreign Lender and that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Domestic Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the request of any Domestic Borrower or the Administrative Agent), whichever of the following is applicable:

(I) executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(II) executed originals of Internal Revenue Service Form W-8ECI,

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate, substantially in the form of Exhibit L to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Domestic Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (any such certificate a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable,

(IV) to the extent a Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY of the Foreign Lender, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, substantially in the form of Exhibit I, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner that would be required under this §6.12(e) if such beneficial owner were a Domestic Lender, as applicable; provided that if the Foreign Lender is a partnership for United States federal income tax purposes and one or more direct or indirect partners of such Foreign Lender are claiming the exemption for portfolio interest, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I on behalf of such direct or indirect partner; and

(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States federal withholding Tax together with such supplementary documentation as may be prescribed by applicable laws to permit the Domestic Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and

(C) if any payment in respect of an Obligation made to any Lender under any Loan Documents would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the applicable Borrower(s) and the Administrative Agent (and any other requesting Agent(s)) at the time or times prescribed by Law and at such time or times reasonably requested by any applicable Borrower(s) or Agent(s) such documentation prescribed by

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applicable Law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by any applicable Borrower(s) or Agent(s) as may be necessary for such Borrower(s) and the Agent(s) to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA or determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this §6.12(e)(ii)(C), “FATCA” shall include any amendments made to FATCA after the date of this Credit Agreement.

(iii) Notwithstanding any other provision of this §6.12(e), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver. Each Lender shall take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable laws of any jurisdiction that any Loan Party or any Applicable Agent make any withholding or deduction for Taxes from amounts payable to such Lender.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall any Agent or any Lender have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Agent or any Lender receives and retains a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this §6.12, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this §6.12 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses and Taxes incurred by such Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Loan Party, upon the request of such Agent or such Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Agent or such Lender in the event such Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require any Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to a Loan Party or any other Person. Notwithstanding anything to the contrary in this paragraph (f), in no event will the Administrative Agent or any Lender be required to pay any amount to any Loan Party pursuant to this paragraph (f) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

(g) U.K. Tax Matters. The provisions of §6.12(a) and (c) shall not apply, and instead the provisions of this §6.12(g) shall apply, with respect to any withholding or deduction on account of United Kingdom Taxes imposed on amounts payable to a UK Lender with respect to any UK Loan.

(i) [Reserved].

(ii) Tax Gross-up.

(A) Each Loan Party shall make all payments to be made by it in respect of any UK Loan without any Tax Deduction, unless a Tax Deduction is required by law.

(B) The UK Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the UK Agent accordingly. Similarly, a UK Lender shall notify the UK Agent on becoming so aware in respect of a payment payable to that UK Lender. If the UK Agent receives such notification from a UK Lender it shall notify the UK Borrower.

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(C) If a Tax Deduction is required by law to be made by a Loan Party or any Agent in respect of any UK Loan, the amount of the payment due from that Loan Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(D) A payment shall not be increased under paragraph (C) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

(I) the payment could have been made to the relevant UK Lender without a Tax Deduction if the UK Lender had been a Qualifying Lender, but on that date that UK Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a UK Lender under this Credit Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

(II) the relevant UK Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender and:

1. an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Loan Party making the payment a certified copy of that Direction; and

2. the payment could have been made to the UK Lender without any Tax Deduction if that Direction had not been made; or

(III) the relevant UK Lender is a Qualifying Lender solely by virtue of clause (i)(B) of the definition of Qualifying Lender and:

1. the relevant UK Lender has not given a Tax Confirmation to the UK Borrower; and

2. the payment could have been made to the UK Lender without any Tax Deduction if the UK Lender had given a Tax Confirmation to the UK Borrower, on the basis that the Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

(IV) the relevant UK Lender is a Treaty Lender and the UK Borrower is able to demonstrate that the payment could have been made to the UK Lender without the Tax Deduction had that UK Lender complied with its obligations under paragraph (G) or (H) (as applicable) below.

(E) If a Loan Party is required to make a Tax Deduction in respect of any UK Loan, that Loan Party shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

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(F) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Loan Party making that Tax Deduction shall deliver to the UK Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(G)

(I) Subject to paragraph (II) below, a Treaty Lender and each Loan Party which makes a payment in respect of any UK Loan to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Loan Party to obtain authorization to make that payment without a Tax Deduction.

(II)

1. A Treaty Lender which becomes a Lender in respect of a UK Loan on the date of this Credit Agreement that holds a passport under the H.M. Revenue & Customs DT Treaty Passport scheme, and which wishes that scheme to apply to this Credit Agreement, hereby confirms its scheme reference number and its jurisdiction of tax residence opposite its name on Schedule 6.12(g); and

2. a Lender that is an assignee under an Assignment and Assumption and that is a Treaty Lender that holds a passport under the H.M. Revenue & Customs DT Treaty Passport scheme, and which wishes that scheme to apply to this Credit Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in such Assignment and Assumption,

and, having done so, that Lender shall be under no obligation pursuant to paragraph (I) above.

(H) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (G)(II) above and:

(I) the UK Borrower making a payment to that UK Lender has not made a Borrower DTTP Filing in respect of that Lender; or

(II) the UK Borrower making a payment to that UK Lender has made a Borrower DTTP Filing in respect of that Lender but:

1. that Borrower DTTP Filing has been rejected by H.M. Revenue & Customs; or

2. HM Revenue & Customs has not given the UK Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing,

and in each case, the UK Borrower has notified that Lender in writing, that Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for that Loan Party to obtain authorization to make that payment without a Tax Deduction.

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(I) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (G)(II) above, no Loan Party shall make a Borrower DTTP Filing or file any other form relating to the H.M. Revenue & Customs DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any UK Loan unless the Lender otherwise agrees.

(J) The UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that filing to the UK Agent for delivery to the relevant Lender.

(K) A UK Non-Bank Lender which becomes a Lender in respect of a UK Loan on the date of this Credit Agreement gives a Tax Confirmation to the relevant Loan Party by entering into this Credit Agreement.

(L) A UK Non-Bank Lender shall promptly notify the UK Borrower and the UK Agent if there is any change in the position from that set out in the Tax Confirmation.

(iii) Lender status confirmation.

Each Lender which becomes a Lender in respect of any UK Loan after the date of this Credit Agreement shall indicate, in writing on the same day as the execution of the Assignment and Assumption which it executes on becoming a party, and for the benefit of the UK Agent and without liability to any Loan Party, which of the following categories it falls in:

(A) not a Qualifying Lender;

(B) a Qualifying Lender (other than a Treaty Lender); or

(C) a Treaty Lender.

If such a Lender which becomes Lender in respect of any UK Loan after the date of this Credit Agreement fails to indicate its status in accordance with this 6.12(g)(iii) then such Lender shall be treated for the purposes of this §6.12(g) (including by each Loan Party) as if it is not a Qualifying Lender until such time as it notifies the UK Agent which category applies (and the UK Agent, upon receipt of such notification, shall inform the UK Borrower). For the avoidance of doubt, an Assignment and Assumption shall not be invalidated by any failure of a Lender to comply with this 6.12(g)(iii).

(iv) Tax Indemnity.

The UK Borrower shall (within 10 days of demand therefor) pay to a Finance Party an amount equal to the loss, liability or cost which such Finance Party determines will be or has been (directly or indirectly) suffered by such Finance Party for or on account of any Tax imposed by any taxing authority of the United Kingdom in respect of a UK Loan. Notwithstanding the foregoing, this (iv) shall not apply:

(A) with respect to any Tax assessed on any Finance Party:

(I) under the law of the jurisdiction in which such Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which such Finance Party is treated as resident for Tax purposes; or

(II) under the law of the jurisdiction in which such Lender’s Lending Office is located in respect of amounts received or receivable in that jurisdiction;

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if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by such Finance Party; or

(B) to the extent a loss, liability or cost:

(I) is compensated for by an increased payment under (ii) (Tax Gross-up), above; or

(II) would have been compensated for by an increased payment under (ii) (Tax gross-up), above, but was not so compensated solely because one of the exclusions in (ii)(D) applied.

A Finance Party making, or intending to make, a claim under this (iv) shall promptly notify the UK Agent of the event which will give, or has given, rise to the claim, following which the UK Agent shall notify the UK Borrower.

(v) Assignee Lenders.

A UK Lender that becomes a party to this Credit Agreement (or designates a new Lending Office) in respect of a UK Loan after the date of this Credit Agreement shall not be entitled to receive any greater payment pursuant to §6.12(g)(ii) (Tax Gross-up) or §6.12(g)(iv) (Tax Indemnity) in respect of such UK Loan than the applicable assignor Lender (or the UK Lender prior to the designation of such new Lending Office) would have been entitled to receive with respect to such UK Loan, except to the extent such UK Loan is assigned to such UK Lender (or the designation of such new Lending Office is made) with the UK Borrower’s prior written consent (not to be unreasonably withheld or delayed); provided that this §6.12(g)(v) (Assignee Lenders) shall not apply to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with §6.12(g)(ii)(G)(2) if the UK Borrower making the payment has not made a Borrower DTTP Filing in respect of that Treaty Lender; provided, further, that this §6.12(g)(v) (Assignee Lenders) shall apply in respect of the first Interest Payment Date after the relevant assignment if that Treaty Lender did not provide such confirmation of its scheme reference number and its jurisdiction of tax residence at least 3 Business Days before that first Interest Payment Date.

(h) Each Lender hereby authorizes each Agent to deliver to the Loan Parties and to any successor Agent and any documentation provided by such Lender to such Agent pursuant to §6.12(e) or §6.12(g).

(i) General. The agreements in this §6.12 shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. For the avoidance of doubt, the term “Lender” for purposes of this §6.12 includes any Swingline Lender and the Issuing Lender.

6.13 Interest Limitation. Notwithstanding any other term of this Credit Agreement or any Note or any other document referred to herein or therein, the maximum amount of interest which may be charged to or collected from any Person liable hereunder or under any Note by any Lender shall be absolutely limited to, and shall in no event exceed, the maximum amount of interest which could lawfully be charged or collected under applicable law (including, to the extent applicable, the provisions of §5197

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of the Revised Statutes of the United States of America, as amended, 12 U.S.C. §85, as amended and the Criminal Code (Canada)), so that the maximum of all amounts constituting interest under applicable law, however computed, shall never exceed as to any Person liable therefor such lawful maximum, and any term of this Credit Agreement or any other Loan Document referred to herein or therein which could be construed as providing for interest in excess of such lawful maximum shall be and hereby is made expressly subject to and modified by the provisions of this paragraph.

6.14 Subordination Agreements of the Borrowers.

(a) Each of the Borrowers hereby agrees that the payment of any amounts due with respect to the indebtedness owing by any other Borrower to such Borrower is hereby subordinated to the prior payment in full in cash of the Obligations of such Borrower as set forth in the following sentence. If such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, upon the occurrence and during the continuance of an Event of Default and before payment in full in cash of the Obligations, such amounts shall be collected, enforced, received by such Borrower as trustee for the Agents and be paid over to the Applicable Agent for the pro rata accounts of the Secured Parties to be applied to repay (or be held as security for the repayment of) the applicable Obligations pursuant to this Credit Agreement and the Collateral Documents.

(b) The payment of any amounts due with respect to any indebtedness of the Borrowers for money borrowed or credit received now or hereafter owed to the Guarantors is hereby subordinated to the prior payment in full in cash of all of the Obligations as set forth in the following sentence. If any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, upon the occurrence and during the continuance of an Event of Default and while any Obligations are still outstanding, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Secured Parties and the Agents and be paid over to the Agents, for the benefit of the Secured Parties and the Applicable Agent on account of the Obligations without affecting in any manner the liability of such Guarantor under the other provisions hereof.

(c) The provisions of this §6.14 are made for the benefit of the Agents and the other Secured Parties and their successors and assigns, and may be enforced in good faith by them from time to time against any Borrower as often as the occasion therefor may arise and without requirement on the part of any Agent or the Lenders first to marshal any of their claims or to exercise any of their rights against any other Borrower or to exhaust any remedies available to them against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this §6.14 shall remain in effect until all of the Obligations (other than contingent obligations for which no claim has been asserted) shall have been paid in full in cash. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Agent or the other Secured Parties upon the insolvency, bankruptcy or reorganization of any Borrower or is repaid in good faith settlement of a pending or threatened avoidance claim, or otherwise, the provisions of this §6.14 will forthwith be reinstated in effect, as though such payment had not been made.

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6.15 Indirect Tax.

(a) All payments to be made by a Borrower or a Guarantor under or in connection with any Loan Document have been calculated without regard to Indirect Tax. If all or part of any such payment is the consideration for a taxable supply or chargeable with Indirect Tax and the relevant Lender is required to account to any Governmental Authority for such Indirect Tax then, when such Borrower or Guarantor makes the payment:

(i) it must pay to the Administrative Agent for the account of the relevant Lender(s) an additional amount equal to that payment (or part) multiplied by the appropriate rate of Indirect Tax; and

(ii) such Lender(s) will promptly provide to such Borrower or Guarantor a Tax invoice, assessment or reassessment complying with the relevant law relating to such Indirect Tax, following which the Administrative Agent shall promptly provide the same to such Borrower or Guarantor.

(b) In the event that a Loan Document requires a Borrower or a Guarantor to reimburse a Lender for any costs or expenses, such Borrower or Guarantor shall also at the same time pay and indemnify such Lender against all Indirect Tax incurred by such Lender in respect of the costs or expenses save to the extent that such Lender (or any other person in the same group as such Lender for such Indirect Tax purposes) is entitled to repayment or credit in respect of the Indirect Tax. Such Lender will promptly provide to the Applicable Borrower or Guarantor a Tax invoice, assessment or reassessment complying with the relevant law relating to such Indirect Tax.

6.16 Cash Collateral.

(a) Upon the request of any Agent or the Issuing Lender (i) if the Issuing Lender has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit Obligation for any reason remains outstanding, the Applicable Borrower (or GWI, on such Borrower’s behalf) shall, in each case, immediately Cash Collateralize the then outstanding amount of all Letter of Credit Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of any Agent, the Issuing Lender or any Swingline Lender, the Borrowers shall deliver to such Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to §6.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrowers, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Agents, for the benefit of each Secured Party, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to §6.16(c). If at any time any Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Agents as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Applicable Borrower (or GWI, on such Borrower’s behalf) or the relevant Defaulting Lender will, promptly upon demand by any Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c) Notwithstanding anything to the contrary contained in this Credit Agreement, Cash Collateral provided under any of this §6.16 or §§5, 6.17 or 14.2 in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific Letter of Credit Obligations, Swingline Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

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6.17 Defaulting Lenders.

(a) Notwithstanding anything to the contrary contained in this Credit Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Credit Agreement shall be restricted as set forth in §27.

(ii) Any payment of principal, interest, fees or other amounts received by the Applicable Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to §14 or otherwise, and including any amounts made available to the Applicable Agent by that Defaulting Lender pursuant to §15), shall be applied at such time or times as may be determined by the Applicable Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to any Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Lender or any Swingline Lender hereunder; third, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Applicable Agent; fourth, if so determined by the Applicable Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the Lenders, the Issuing Lender or any Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lender or any Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers or any Subsidiaries thereof pursuant to any Secured Hedging Agreement with such Defaulting Lender or any affiliate thereof as certified to the Applicable Agent (with a copy to such Defaulting Lender) by an authorized officer of GWI prior to the date of such payment; seventh so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by any Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in §13 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this §6.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to §2.2 for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in §5.10.

(iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans pursuant to §§2.7 and 5.5, the “Commitment Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (A) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (B) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding amount of the Loans, Swingline Exposure and Letter of Credit Obligations of that Lender. Subject to §37, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

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(b) If the Borrowers, the Administrative Agent, Swingline Lenders and the Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Commitment Percentages (without giving effect to §6.17(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

6.18 Incremental Facilities.

6.18.1. Borrower Request. After the Restatement Effective Date, any Borrower (including any Designated Subsidiary) may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Loans, an increase to any of the existing Revolving Loan Commitments (each, an “Incremental Revolving Loan Commitment”) and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”, which, for the avoidance of doubt, will exclude the increase in Term Loans on the Restatement Effective Date), by an amount (such amount, the “Maximum Incremental Facilities Amount”) equal to the sum of (i) an aggregate amount not to exceed $300,000,000, plus (ii) an additional amount if, after giving effect to the incurrence of such additional amount, the Total Leverage Ratio is less than or equal to 3.00:1.00 (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn) (collectively, the “Maximum Incremental Facilities Amount”); provided that if at the time of any such incurrence or issuance, there is capacity under the foregoing clause (ii), then such capacity shall be deemed to be utilized pursuant to clause (ii) prior to utilizing any capacity available to the Borrowers under the foregoing clause (i), plus (iii) an aggregate amount not to exceed $575,000,000 less (x) the amount outstanding under any Aus Local Financing and (y) the amount of Aus Intercompany Loan or Aus Qualified Intercompany Loan loaned by the Co-Investor on the Aus Reorganization Date (such amount, the “Aus Reorganization Incremental Commitments”), which amounts under this clause (iii) may (A) may be used solely to finance the Aus Reorganization or the Aus Acquisition or to finance the Aus Repayment, (B) be incurred only by a Domestic Borrower and (C) may only be incurred as one or more

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Incremental Term Commitments. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Applicable Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than five Business Days, or such sooner date as the Administrative Agent, in its sole discretion may agree, after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Applicable Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth above).

6.18.2. Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that:

(i) (x) to the extent that such Incremental Commitments are incurred in connection with a Permitted Acquisition or the Aus Reorganization, no Event of Default under §14.1(a), (b), (g) and (h) shall have occurred and be continuing or (y) otherwise, no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date;

(ii) (x) to the extent that such Incremental Commitments are incurred in connection with a Permitted Acquisition or the Aus Reorganization, the Specified Representations areshall be true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, or (y) otherwise, the representations and warranties contained in §8 and the other Loan Documents areshall be true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this clause (y), the representations and warranties contained in §8.4.1 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of §9.4;

(iii) to the extent that such Incremental Commitments are not incurred in connection with a Permitted Acquisition or the Aus Reorganization, on a pro forma basis (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in §11 as of the end of the latest fiscal quarter for which internal financial statements are available; and

(iv) the Borrowers shall make any breakage payments in connection with any adjustment of Revolving Loans pursuant to §6.9.

6.18.3. Terms of Incremental Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows:

(i) the terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, substantially similar to the Domestic Term Loans (it being understood that Incremental Term Loans may be a part of the Domestic Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not substantially similar to the Domestic Term Loans (except to the extent permitted by clause (iii), (iv), (v) or (vi) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the

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Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; provided further that the Incremental Term Loans incurred pursuant to the Aus Reorganization Incremental Commitments may be prepaid on a greater than pro rata basis than the Term Loans (pursuant to either a voluntary prepayment provision or a mandatory prepayment provision);

(ii) the terms and provisions of Revolving Loans made pursuant to new Commitments shall be substantially similar to the Revolving Loans;

(iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than (x) in the case of Incremental Term Loans comprised of Domestic Term Loans the earliest maturing tranche of Domestic Term Loans and (y); in the case of Incremental Term Loans comprised of Term Loans the earliest maturing tranche of Term Loans.; provided that, for the avoidance of doubt, the Incremental Term Loans incurred pursuant to the Aus Reorganization Incremental Commitments may be prepaid on a more than pro rata basis than the Term Loans (pursuant to either a voluntary prepayment provision or a mandatory prepayment provision);

(iv) the maturity date of Incremental Term Loans shall be no earlier than the Maturity Date of the Domestic Term Loans;

(v) the Applicable Margin for Incremental Term Loans shall be determined by the Applicable Borrower and the Lenders of the Incremental Term Loans; and

(vi) each tranche of Incremental Loans may be secured by either a pari passu or junior lien on the Collateral securing the Loans of such Borrower; provided that (i) if the liens securing such Incremental Loans are junior to the liens securing the Term Loans made on the Restatement Effective Date, they will be subject to the Second Lien Intercreditor Agreement and (ii) such Incremental Loans shall not at any time be guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors.

GWI will be entitled to seek commitments in respect of any tranche of Incremental Loans from existing Lenders or from additional banks, financial institutions and other institutional lenders with the consent of the Administrative Agent to the extent required by §20.

The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by GWI, the Applicable Borrower, the Administrative Agent and each Lender making any such Incremental Commitment, in form and substance reasonably satisfactory to each of the parties thereto. Notwithstanding the provisions of §7.1, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this §6.18. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Revolving Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to Incremental Revolving Loan Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Credit Agreement. This §6.18 shall supersede any provisions in §§2.11 or 27 to the contrary.

6.18.4. Adjustment of Revolving Loans. To the extent the Commitments being increased on the relevant Increase Effective Date are Incremental Revolving Loan Commitments, then each Revolving Lender that is acquiring an Incremental Revolving Loan Commitment on the Increase Effective Date shall make a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of the other Revolving Lenders immediately prior to such Increase Effective Date, so that, after giving effect thereto, the Revolving Loans outstanding are held by the Revolving Lenders pro rata in accordance with their

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Revolving Loan Commitments after giving effect to such Incremental Revolving Loan Commitments. If there is a new borrowing of Revolving Loans on such Increase Effective Date, the Revolving Lenders after giving effect to such Increase Effective Date shall make such Revolving Loans in accordance with §2.1.

6.18.5. Making of New Term Loans. On any Increase Effective Date on which Incremental Term Loans are to be made or new Commitments for Term Loans are to become effective, subject to the satisfaction of the foregoing terms and conditions, each applicable Lender holding a Commitment to make such Incremental Term Loans shall make a Term Loan to the Applicable Borrower in an amount equal to its new Commitment.

6.18.6. Equal and Ratable Benefit. The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and security interests created by the Collateral Documents, except that the new Loans may be subordinated in right of payment or the Liens securing the new Loans may be subordinated, in each case, to the extent set forth in the Increase Joinder and in accordance with the applicable Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such class of Term Loans or any such new Commitments.

6.19 Extension Offers.

(a) Notwithstanding anything to the contrary in this Credit Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Lenders of Term Loans with a like maturity date or Revolving Loans Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Loan Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans and/or Revolving Loan Commitments and otherwise modify the terms of such Term Loans and/or Revolving Loan Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Loan Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Loan Commitments, as applicable, in each case as so extended (any such commitment so extended, an “Extended Revolving Loan Commitment”), as well as the original Term Loans and the original Revolving Loan Commitments (in each case not so extended), being a “Facility”; any Extended Term Loans shall constitute a separate Term Loan Facility (an “Extended Term Loan Facility”) from the portion of the applicable Term Loan Facility not being extended, and any Extended Revolving Loan Commitments shall constitute a separate Revolving Loan Facility (an “Extended Revolving Loan Facility”) from the portion of the Revolving Loan Facility not being extended), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (which shall be determined by GWI and set forth in the relevant Extension Offer), the Revolving Loan Commitment of any Lender that agrees to an Extension with respect to such Revolving Loan Commitment (an “Extending Revolving Loan Lender”) extended pursuant to an Extension (an “Extended Revolving Loan”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that (1) the borrowing and

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repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Loan Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Loan Commitments after the applicable Extension shall be made on a pro rata basis with all other Revolving Loan Commitments, (2) subject to the provisions of §§2.7.6 and 5.1.6 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exists Revolving Loan Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Loan Commitments (and except as provided in §§2.7.6 and 5.1.6, without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Loan Commitments after the date of the applicable Extension date shall be made on a pro rata basis with all other Revolving Loan Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any Revolving Loan Facility on a better than a pro rata basis as compared to any other Revolving Loan Facility with a later maturity date than such Revolving Loan Facility and (4) assignments and participations of Extended Revolving Loan Commitments and Extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to existing Revolving Loan Commitments and Revolving Loans and (5) at no time shall there be Revolving Loan Commitments hereunder (including Extended Revolving Loan Commitments and any Initial Revolving Loan Commitments) which have more than three different maturity dates (unless otherwise agreed by the Administrative Agent), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (v), (vi) and (vii), be determined between the Applicable Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Term Loan Facility subject to such Extension Offer, (iv) the final maturity date of any Extended Term Loans shall be no earlier than the Term Loan Facility with the latest maturity date of each applicable Class of Term Loans, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Loan Commitments, as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Loan Commitments, as the case may be, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Loans, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, with any allocated amounts in excess of any applicable Lender’s actual holdings of record to be reallocated pro rata across the remaining Lenders of the applicable Class of Term Loans or Revolving Loans who have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing and (ix) the Extension Offer may be subject to such additional conditions (including the waiver of such conditions) as the Borrower in its discretion shall determine.

(b) With respect to all Extensions consummated by the Borrowers pursuant to this §6.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of §4 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Applicable Borrower may at its election specify as a condition (a “Minimum Extension

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Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans or Revolving Loan Commitments (as applicable) of any or all applicable Facilities be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this §6.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Credit Agreement (including, without limitation, §§2.11 and 4) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this §6.19.

(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolving Credit Commitments, the consent of the applicable Issuing Lender and applicable Swingline Lender. All Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Credit Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Credit Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Credit Agreement and the other Loan Documents with the Borrowers as may be necessary in order to establish new Facilities or sub-Facilities in respect of Revolving Loan Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new Facilities or sub-Facilities, in each case on terms consistent with this §6.19. In addition, if so provided in such amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the maturity date in respect of the Revolving Loan Facility not being extended shall be re-allocated from Lenders holding Revolving Loan Commitments not being extended to Lenders holding Extended Revolving Loan Commitments in accordance with the terms of such amendment. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties (at their expense) may at the request of the Administrative Agent amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Facility with the latest maturity date so that such maturity date is extended to such later maturity date (or such later date as may be advised by local counsel to the Administrative Agent).

(d) In connection with any Extension, GWI shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this §6.19. No Lender shall be under any obligation to accept any Extension Offer under this §6.19.

6.20 Refinancing Amendments.

(a) At any time after the Closing Date, the Borrowers may obtain, from any Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Loan Commitments) then outstanding under this Credit Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Other Revolving Loans), in the form of Other Term Loans, Other Term Loan Commitments, Other Revolving Loans or Other Revolving Loan Commitments pursuant to a Refinancing Amendment; provided that, notwithstanding anything to the contrary in this §6.20 or otherwise, (1) the

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borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Loan Commitments (and related outstandings), (B) repayments required upon the maturity date of Other Revolving Loan Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Loan Commitments after the date of obtaining any Other Revolving Loan Commitments shall be made on a pro rata basis with all other Revolving Loan Commitments, (2) subject to the provisions of §§2.7.6 and 5.1.6 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date of Revolving Loans all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Loan Commitments in accordance with their percentage of the Revolving Loan Commitments (and except as provided in §§2.7.6 and 5.1.6, without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Loan Commitments after the date of obtaining any Other Revolving Loan Commitments shall be made on not less than a pro rata basis with all other Revolving Loan Commitments and (4) assignments and participations of Other Revolving Loan Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Loan Commitments and Revolving Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in §13, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions. Each issuance of Credit Agreement Refinancing Indebtedness under this §6.20 shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof.

(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Term Loan Commitments, Other Revolving Loans and/or Other Revolving Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this §6.20. This §6.20 shall supersede any provisions in §2.11 and §27 to the contrary.

6.21 Payments Generally; Administrative Agent’s Clawback.

6.21.1. General. All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. (New York time) on the date specified herein. The Administrative Agent will promptly distribute to each Applicable Lender its Commitment Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (New York time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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6.21.2. Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Applicable Offered Rate Loans (or, in the case of any borrowing of Applicable Floating Rate Loans, prior to 12:00 noon on the date of such borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with §2.6 (or, in the case of a borrowing of Applicable Floating Rate Loans, that such Lender has made such share available in accordance with and at the time required by §2.6) and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on inter-bank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Applicable Floating Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

6.21.3. Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Applicable Lenders or the Issuing Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lenders, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Applicable Lenders or Issuing Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Applicable Lender or the Issuing Lenders, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this §6.21.3 shall be conclusive, absent manifest error.

6.21.4. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this §6, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions set forth in §§12 and 13, as applicable, are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

6.21.5. Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to

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§5.1.4 are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment under §5.1.4 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under §5.1.4.

6.21.6. Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

6.22 Parallel Debt.

(a) Each European Loan Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European Loan Party to any Secured Party under any Loan Document as and when those amounts are due.

(b) Each European Loan Party and the Administrative Agent acknowledge that the obligations of each European Loan Party under this paragraph (b) are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each European Loan Party is liable under paragraph (a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:

(i) the Parallel Debt of each European Loan Party shall be decreased to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged;

(ii) the Corresponding Debt of each European Loan Party shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and

(iii) the amount of the Parallel Debt of a European Loan Party shall at all times be equal to the amount of its Corresponding Debt.

(c) For the purpose of this §6.22, the Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. Unless expressly provided to the contrary in any Collateral Document, the security interest granted under the Collateral Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust.

(d) All monies received or recovered by the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit Agreement.

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(e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under any other provision of the Loan Documents), each European Loan Party acknowledges that:

(i) nothing in this §6.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Party or otherwise under any Loan Document, except in its capacity as Lender; and

(ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or Commitment other than those which it has in its capacity as a Lender.

(f) Each European Loan Party’s parallel obligation under this §6.22 constitutes a single and separate obligation from any other debt of each European Loan Party under the Loan Documents.

6.23 Designated Subsidiaries.

(a) GWI may at any time and from time to time designate any Subsidiary (other than the Aus JV and its Subsidiaries) as a Designated Subsidiary (each such designation a “Designation”) by delivering an Election to Participate to the Administrative Agent. Each such Election to Participate shall indicate (x) whether such Designated Subsidiary intends to (1) borrow Term Loans pursuant to the provisions of §6.18 or (2) establish Revolving Loan Commitments pursuant to the provisions of §6.18 or (3) otherwise establish Designated Subsidiary Commitments to such Designated Subsidiary, which shall be offset by a corresponding and equivalent reduction as designated by GWI in one or more of the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments, Aggregate Australian Revolving Loan Commitments, Aggregate UK Revolving Loan Commitments and Aggregate Other Designated Subsidiary Commitments such that the Total Commitment in effect immediately before such Designation shall be equal to the Total Commitment immediately after, and after giving effect to, such Designation (including after giving effect to any increase of commitments pursuant to §6.18 entered into in connection with such Designation) (each such adjustment pursuant to this §6.23(a), a “Commitment Adjustment”); provided that each such Commitment Adjustment pursuant to a Designation shall be subject to the following conditions: (i) reallocation of Applicable Commitment amounts shall be made only between the offices or Affiliates of Applicable Lenders such that the sum of all the applicable Commitments of each Applicable Lender and its Affiliates shall not be increased or decreased as a result of any such reallocation, (ii) no Designation shall increase the Aggregate Foreign Currency Revolving Loan Commitments in excess of $500,000,000, (iii) the total Designated Subsidiary Commitments and Term Loans to a Designated Subsidiary shall not exceed $75,000,000, (iv) each reallocation shall be made pro rata among the Lenders whose Applicable Commitments are being reallocated from one Applicable Commitment to another, but shall not cause the Applicable Commitments of any other Lenders to change (but will result in a change in Commitment Percentages), (v) in no event shall (A) the Aggregate Domestic Revolving Loan Commitments be reduced to an amount less than the greater of (x) $125,000,000 and (y) the Total Domestic Revolver Exposure; (B) the Aggregate Canadian Revolving Loan Commitments be reduced to an amount less than the Total Canadian Revolver Exposure; (C) the Aggregate European Commitments be reduced to an amount less than the Total European Exposure; (D) the Aggregate Australian Revolving Loan Commitments be reduced to an amount less than the Total Australian Revolver Exposure; or (E) the Aggregate UK Revolving Loan Commitments be reduced to an amount less than the Total UK Revolver Exposure and (y) shall indicate the currencies the Loans to be made to the Designated Subsidiary shall be denominated (such currency, a “Designated Subsidiary Alternative Currency”); provided that such currencies shall be an Alternative Currency. Each such Election to Participate shall be duly executed on behalf of such Subsidiary and GWI in such number of copies as the Administrative Agent may request.

(b) If at any time a Subsidiary theretofore designated as a Designated Subsidiary no longer meets the requirements of the definition of Designated Subsidiary, GWI shall cause to be delivered to the Administrative Agent an Election to Terminate terminating the status of such Subsidiary as a Designated

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Subsidiary. The delivery of an Election to Terminate shall not affect any obligation of a Designated Subsidiary theretofore incurred or any guaranties of such obligations. The Administrative Agent shall promptly give notice to the Lenders of the receipt of any Election to Participate or Election to Terminate.

(c) Notwithstanding the foregoing, with respect to any Designated Subsidiary, GWI shall obtain the written consent of the Administrative Agent and each Lender who is proposed and will hold Designated Subsidiary Commitments or who will make Designated Subsidiary Term Loans, as applicable, which consent of each Lender shall not be unreasonably withheld (it being understood that a Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Lender to make Loans under this Agreement to the proposed “Designated Subsidiary,” (ii) such Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Loan to the proposed “Designated Subsidiary” might subject such Lender to adverse tax consequences or adversely affect any Guaranty or Collateral with respect to any Loan, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed Designated Subsidiary and it does not wish to do so or (v) that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located).

(d) Any Lender that does not consent to such proposed Designated Subsidiary as provided in §6.23(c) within 10 Business Days of receipt of such Election to Participate shall be a “Protesting Lender”. With respect to each Protesting Lender, GWI shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow under this Agreement, either (A) replace such Protesting Lender with respect to their proposed Designated Subsidiary Commitments or proposed Designated Subsidiary Term Loans, as applicable, with Lenders willing (in their sole discretion) to increase their Designated Subsidiary Commitments or make Designated Subsidiary Term Loans, as applicable, or other financial institutions willing (in their sole discretion) to become Lenders and extend Designated Subsidiary Commitments, (B) notify the Administrative Agent and such Protesting Lender that the Designated Subsidiary Commitments or Designated Subsidiary Term Loans, as applicable, of such Protesting Lender shall be terminated or shall not be made, as applicable; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal amount of its outstanding Loans, accrued interest thereon, accrued fees and all other amounts payable to it repaid by the Borrowers or (C) cancel its request to designate such Designated Subsidiary as a “Designated Subsidiary”.

(e) Each Lender may, at its option, make any Loan available to any Designated Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Designated Foreign Subsidiary to repay such Loan in accordance with the terms of this Agreement.

(f) The designation of a Designated Subsidiary shall be effected by a joinder agreement (the “Designated Subsidiary Joinder”) executed by GWI, the Designated Subsidiary, the Administrative Agent and each Lender holding any Designation Subsidiary Commitment (such Lenders, “Designated Subsidiary Lenders”), in form and substance reasonably satisfactory to each of the parties thereto; provided, that if the applicable Designated Subsidiary is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, any jurisdiction other than a jurisdiction in or under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date the applicable Election to Participate is delivered to the Administrative Agent, such Designated Subsidiary Joinder shall incorporate an amendment of this Agreement (including, without limitation, §§ 2.9, 6.12 and the definition of “Excluded Taxes”) as mutually agreed by the Administrative Agent, such Designated Subsidiary and each such Lender. Notwithstanding the provisions of §27, the Designated Subsidiary Joinder may, without the consent of any other Lenders, effect such amendments to this Credit Agreement and the other Loan Documents as

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may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this §6.23 (including any such changes as may be required in §2.9 ). In addition, unless otherwise specifically provided herein, all references in Loan Documents to Revolving Loans or Term Loans, as applicable, shall be deemed, unless the context otherwise requires, to include references to Designated Subsidiary Revolving Loans or Designated Subsidiary Term Loans, as applicable, made to any Designated Subsidiaries. This §6.23 shall supersede any provisions in §§2.11 or 27 to the contrary.

7. GUARANTY.

7.1 Guaranty.

(a) As an inducement to the Lenders to make the applicable Loans and the Issuing Lender to issue the Letters of Credit (where applicable) available to the Borrowers, (i) each of the U.S. Guarantors and each of the Domestic Borrowers (solely with respect to the Obligations of the other Domestic Borrowers, and the Foreign Borrowers) hereby unconditionally and irrevocably guarantee (A) the full punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrowers now or hereafter existing whether for principal, interest, fees, expenses or otherwise, and (B) the strict performance and observance by the Borrowers of all agreements, warranties and covenants applicable to the Borrowers in the Loan Documents (such Obligations collectively being hereafter referred to as the Domestic Borrowers’ and the U.S. Guarantors’ “U.S. Guaranteed Obligations”); and (ii) to the fullest extent permitted by applicable law, each of the Foreign Borrowers (solely with respect to the Obligations of the other Foreign Borrowers) and each of the Foreign Guarantors hereby unconditionally and irrevocably guarantee (x) the full punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the Foreign Obligations, and (y) the strict performance and observance by each of the Foreign Borrowers of all agreements, warranties and covenants applicable to each Foreign Borrower in the Loan Documents (such obligations collectively being referred to as the Foreign Guarantors’ “Foreign Guaranteed Obligations”).

(b) Notwithstanding anything set forth in this Credit Agreement or any other Loan Document to the contrary, (i) no Foreign Loan Party shall at any time be liable, directly or indirectly, for any portion of the U.S. Obligations, including, without limitation, the principal of the Domestic Loans or any interest thereon or fees payable with respect thereto (and the U.S. Loan Parties are solely liable for such Obligations), (ii) the Dutch Obligors’ liability shall be limited to the extent required to comply with restrictions on financial assistance in Section 2:98c of the Dutch Civil Code, (iii) the Belgian Guarantor’s liability in respect of the Foreign Guaranteed Obligations shall not include any liability which would constitute unlawful financial assistance (as determined in Article 329 of the Belgian Companies Code) and (iv) GWA (North)’s liability under this Guaranty shall be for the whole of its Guaranteed Obligations but the maximum liability of GWA (North) thereunder is limited to the greater of (A) $220,000,000 and (B) any such higher amount as may be permitted by §33.9 of the Novated Concession Deed annexed to the Sale Consent Deed for the Australian Acquisition.

(c) The maximum liability under this guarantee of the Belgian Guarantor will be limited to the highest of:

(i) the highest level of borrowing or On-Lending to the Belgian Guarantor and its Subsidiaries between the date of this Credit Agreement and the date on which a demand is made on the Belgian Guarantor under this Clause; and

(ii) an amount equal to 85 per cent. of the net assets of the Belgian Guarantor (as defined in Article 320/429/617 of the Belgian Companies Code and Belgian GAAP, but not taking into account any On-Lending as debt) calculated on the basis of its latest available audited annual financial statements at the date on which a demand is made on it under this Clause.

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For the purpose of this Clause, “On-Lending” means, without double counting, all financial indebtedness owed by the Belgian Guarantor or any of its Subsidiaries to an Affiliate.

(d) The liability of a Guarantor incorporated in Poland (the “Polish Guarantor”), as a Guarantor under §7 of this Credit Agreement, shall be limited up to the then aggregate value of such Polish Guarantor’s assets from time to time, less the aggregate value of such Polish Guarantor’s liabilities, at such time and thus it does not result in insolvency of the Polish Guarantor, in the meaning of Article 11 Section 2 of the Polish Bankruptcy and Restructuring Law (Journal of Laws of 2015, item 233, as amended) (“Polish Bankruptcy and Restructuring Law”). The term “liabilities” shall at all times exclude the Polish Guarantor’s liabilities under §7 of this Credit Agreement.

(e) In addition, the liability of the Polish Guarantor as a Guarantor under §7 of this Credit Agreement shall be limited to the extent required to ensure that any payment under §7 of this Credit Agreement does not result in a breach of Article 189 of the Polish Commercial Companies Code (Journal of Laws of 2013, No. 1030, unified text, as amended).

(f) The limitations in §7.1(d) will not apply if at least one of the following circumstances occurs:

(i) an Event of Default occurs, irrespective of whether it occurred before or after the Polish Guarantor became insolvent within the meaning of Article 11, paragraph 2 of the Polish Bankruptcy and Restructuring Law;

(ii) liabilities of the Polish Guarantor, other than those under §7 of this Credit Agreement, result in its insolvency within the meaning of Article 11, paragraph 2 of the Polish Bankruptcy and Restructuring Law; or

(iii) Polish law is amended in such a manner that balance sheet insolvency (Pol. niewypłacalność) as provided for in Article 11, paragraph 2 of the Polish Bankruptcy and Restructuring Law no longer gives grounds for bankruptcy or no longer obliges the Polish Guarantor or its representatives to file for bankruptcy.

(g) German Guarantors.

(i) The right to enforce any guarantee and indemnity created and the joint and several liability assumed hereunder against a Guarantor incorporated in Germany in the legal form of a limited liability company (GmbH) (a “German GmbH Guarantor”) shall be limited if and to the extent that such guarantee and indemnity or joint and several liability secures any obligation of an affiliated company (verbundenes Unternehmen) within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (in each case other than any of the German GmbH Guarantor’s direct or indirect subsidiaries) and the enforcement of such guarantee and indemnity created or the joint and several liability assumed hereunder would cause:

(A) the German GmbH Guarantor’s net assets (determined in accordance with the provisions of the German Commercial Code (Handelsgesetzbuch, HGB) consistently applied by the German GmbH Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss) according to § 42 German Limited Liability Company Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung, GmbHG), §§ 242, 264 HGB and in accordance with §§ 30, 31 GmbHG (as applicable at the time of enforcement)) (the “Net Assets”) to be less than its registered share capital (Stammkapital) (Begründung einer Unterbilanz); or

(B) (if the German GmbH Guarantor’s Net Assets are already less than its registered share capital) the German GmbH Guarantor’s Net Assets to be further reduced (Vertiefung einer Unterbilanz) (in each case a “Capital Impairment”).

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(ii) For the purposes of the calculation of the German GmbH Guarantor’s Net Assets:

(A) the amount of any increase of the German GmbH Guarantor’s registered share capital out of retained earnings (Kapitalerhöhung aus Gesellschaftsmitteln) after the date upon which it became a Guarantor hereunder that has been effected without the prior written consent of the Administrative Agent (acting on behalf of the Lenders) shall be deducted from the registered share capital;

(B) loans provided to the relevant German GmbH Guarantor by a Loan Party shall be disregarded if such loans are subordinated contractually or by statute and rank in accordance with section 39 paragraph 1 Nr. 5 or paragraph 2 of the German Insolvency Act (Insolvenzordnung);

(C) loans and other liabilities incurred by the German GmbH Guarantor in violation of the provisions of this Agreement or any other Loan Document shall be disregarded; and

(D) any amounts not available for distribution according to section 268 subsection (8) of the German Commercial Code (Handelsgesetzbuch), if any, shall be added to the amount of the registered share capital of the relevant German GmbH Guarantor.

(iii) The relevant German GmbH Guarantor shall deliver to the Administrative Agent, within ten (10) Business Days after receipt from the Administrative Agent of a notice stating that the Administrative Agent intends to demand payment under the guarantee and indemnity or assumed joint and several liability an up-to-date balance sheet of such German GmbH Guarantor together with a detailed calculation (reasonably satisfactory to the Administrative Agent) of the amount of such German GmbH Guarantor’s Net Assets taking into account the adjustments set forth in paragraph (ii) above (the “Management Determination”). The relevant German GmbH Guarantor shall fulfill its obligations under the guarantee and indemnity or assumed joint and several liability and the Administrative Agent shall be entitled to enforce the guarantee and indemnity or assumed joint and several liability in an amount which would, in accordance with the Management Determination, not cause a Capital Impairment of such German GmbH Guarantor.

(iv) Following the Administrative Agent’s receipt of the Management Determination, upon reasonable request by the Administrative Agent, the relevant German GmbH Guarantor shall deliver to the Administrative Agent within thirty (30) Business Days of request an up-to-date balance sheet of such German GmbH Guarantor drawn up by such German GmbH Guarantor’s auditor together with a detailed calculation (reasonably satisfactory to the Administrative Agent) of the amount of such German GmbH Guarantor’s Net Assets taking into account the adjustments set forth in paragraph (ii) above (the “Auditor’s Determination”). Such balance sheet and Auditor’s Determination shall be prepared in accordance with GAAP consistently applied. The relevant German GmbH Guarantor shall fulfil its obligations under the guarantee and indemnity or assumed joint and several liability and the Administrative Agent shall be entitled to enforce the guarantee and indemnity or assumed joint and several liability in an amount which would, in accordance with the Auditor’s Determination, not cause a Capital Impairment of such German GmbH Guarantor.

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(v) The relevant German GmbH Guarantor shall within three (3) months after its receipt of a written request by the Administrative Agent realize, to the extent legally permitted, any and all of its assets shown in the balance sheet with a book value (Buchwert) that is materially lower than the market value of such asset(s) if:

(A) to the extent that any asset is essential for its business, such realisation does not affect its ability to use that asset or the relevant part of its business can be carried on from other sources without use of such asset; and

(B) as a result of the enforcement of the guarantee and indemnity or assumed joint and several liability, its Net Assets would be reduced below the amount of its registered share capital. After the expiry of such three month period the relevant German GmbH Guarantor shall, within ten (10) Business Days, notify the Administrative Agent of the amount of the proceeds from the sale and submit a statement with a new calculation of the amount of the Net Assets taking into account such proceeds. Such calculation shall, upon the Administrative Agent’s reasonable request, be confirmed by such German GmbH Guarantor’s auditor within a period of twenty (20) Business Days following the request.

(vi) The restriction under parargraph (i) above shall not apply:

(A) if the relevant German GmbH Guarantor has not complied with its obligations pursuant to paragraphs (iii) through (v);

(B) when, at the time of enforcement of a guarantee and indemnity created or joint and several liability assumed hereunder, the restrictions under paragraph (i) above are, due to a change of the applicable laws, the interpretation thereof or otherwise, not required to protect the managing directors of the relevant German GmbH Guarantor or of any of its direct or indirect shareholders from the risk of personal liability;

(C) to a German GmbH Guarantor if and so long it is party to a domination and/or profit and loss pooling agreement (“Beherrschungs- und/oder Gewinnabführungsvertrag”) (section 291 of the German Stock Corporation Act) as a dominated or profit distributing entity or such German Guarantor has a fully recoverable recourse claim (“vollwertiger Gegenleistungs- oder Rückgewähranspruch”), and if and to the extent the enforcement of a guarantee and indemnity created or joint and several liability assumed hereunder would not lead to a violation of sec. 30 et sequ. GmbHG; or

(D) to the extent that the guarantee and indemnity or assumed joint and several liability secures any Loans that are on-lent by the relevant Borrower to the relevant German GmbH Guarantor (or any of its Subsidiaries) and have not yet been repaid by that German GmbH Guarantor (or its Subsidiaries).

(vii) This §7.1(g) shall apply mutatis mutandis if the Guaranty is granted by a Guarantor incorporated as a limited liability partnership (KG) in relation to each general partner (Komplementär) incorporated as a limited liability company (GmbH) or if the Guarantee is granted by a Guarantor incorporated as a partnership (oHG) in relation to each partner incorporated as a limited liability company (GmbH).

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7.2 Guarantors Agreement to Pay Enforcement Costs, Etc. To the extent the Guarantors are permitted to do so by applicable law, each of the Guarantors guarantees that its Guaranteed Obligations will be paid strictly in accordance with the terms hereof, regardless of (a) any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender or any Agent with respect thereto, including, without limitation, any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation other than strictly in accordance with the terms of this Credit Agreement (such as by the tender of a currency other than as provided in §6.2.2 or that restricts the procurement of such currency by the Borrowers or the Guarantors), or (b) any agreement, whether or not signed by or on behalf of any Agent or the Lenders, in connection with the restructuring or rescheduling of public or private obligations in any Borrower’s country, whether or not such agreement is stated to cause or permit the discharge of the Obligations prior to the final payment in full of the Obligations in the currency required by §6.2.2 in strict accordance with this Credit Agreement. The liability of each Guarantor with regard to its Guaranteed Obligations shall be absolute and unconditional irrespective of:

(i) any change in the time, manner or place of payment of, or in any other term of, all or any of its Guaranteed Obligations or any other amendment or waiver of or any consent to departure from this Credit Agreement or any other Loan Document;

(ii) any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of its Guaranteed Obligations;

(iii) any change in ownership of the Borrowers;

(iv) any non-perfection or release of collateral securing the Guaranteed Obligations;

(v) any acceptance of any partial payment(s) from any Borrower or any other Guarantor; or

(vi) any setoff, defense, counterclaim or other circumstance whatsoever (in any case, whether based on contract, tort or any other theory) which might otherwise constitute a legal or equitable defense available to, or a discharge of (other than by payment in full in cash), any of the Borrowers or a Guarantor in respect of its Obligations under any Loan Document.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Lenders or any Agent upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

7.3 Effectiveness; Enforcement. This Guaranty shall be effective and shall be deemed to be made with respect to each Loan made and each Letter of Credit issued as of the time it is made or issued, as applicable. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of any Borrower, and no defect in or insufficiency or want of powers of any Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against this Guaranty. This Guaranty is a continuing guaranty and shall (a) survive any termination of this Credit Agreement, and (b) remain in full force and effect until all Commitments have expired, all outstanding Letters of Credit have expired, matured or otherwise been terminated, and all Guaranteed Obligations and all other amounts payable hereunder have been performed and paid in full in cash or otherwise satisfied. This Guaranty is made for the benefit of the Agents and the Lenders and their successors and assigns, and

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may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent or any Lender first to exercise any rights against the Borrowers, or to resort to any other source or means of obtaining payment of any of the said obligations or to elect any other remedy.

7.4 Waivers. Except as otherwise specifically provided in any of the Loan Documents, each of the Guarantors hereby waives promptness, diligence, protest, notice of protest, all suretyship defenses, the benefit of discussion, the benefit of division, notice of acceptance and any other notice with respect to any of its Guaranteed Obligations and this Guaranty or any right to insist that any Agent first exhaust any right or take any action against any Borrower, or any other Person. Each of the Guarantors also irrevocably waives, to the fullest extent permitted by law, all defenses which at any time may be available to it in respect of its Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect.

7.5 Expenses. Each of the Guarantors hereby promises to reimburse (a) the Agents for all reasonable and documented out-of-pocket fees and disbursements (including all reasonable attorneys’ fees), incurred or expended in connection with the preparation, filing or recording, or interpretation of this Guaranty, this Credit Agreement and the other Loan Documents to which such Guarantor is a party, or any amendment, modification, approval, consent or waiver hereof or thereof, and (b) the Agents and the Lenders and their respective Affiliates for all reasonable and documented out-of-pocket fees and disbursements (including reasonable attorneys’ fees for (1) one primary counsel for all Indemnified Persons, taken as a whole, (2) one regulatory counsel, with respect to each appropriate jurisdiction and (3) local counsel for the Agents and Lenders taken as a whole as may be deemed necessary (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses in which case such affected Persons, taken as a whole, may retain one conflicts counsel)), incurred or expended in connection with the enforcement of its Guaranteed Obligations (whether or not legal proceedings are instituted).

7.6 Concerning Joint and Several Liability of the Guarantors.

(a) To the fullest extent permitted by applicable law and subject to §7.1(b), each of the Guarantors hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the Applicable Borrowers, with respect to the payment and performance of all of its Guaranteed Obligations (including, without limitation, any Guaranteed Obligations arising under this §7), it being the intention of the parties hereto that (i) the U.S. Obligations shall be the joint and several Guaranteed Obligations of the U.S. Guarantors and, solely in its capacity as a Guarantor of the U.S. Guaranteed Obligations under this §7, the Domestic Borrowers; and (ii) the Foreign Obligations shall be the joint and several Obligations of all Guarantors without preferences or distribution among them.

(b) If and to the extent that any Borrower shall fail to make any payment with respect to any of its Obligations as and when due or to perform any of its Obligations in accordance with the terms thereof, then in each such event, to the fullest extent permitted by applicable law, the applicable co-Guarantors will make such payment with respect to, or perform, such Guaranteed Obligations.

(c) To the fullest extent permitted by applicable law, the Guaranteed Obligations of each Guarantor under the provisions of this §7 constitute full recourse obligations of such Guarantor enforceable against such Guarantor to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Credit Agreement or any other circumstance whatsoever.

(d) Except as otherwise expressly provided in this Credit Agreement, each of the Guarantors hereby waives notice of acceptance of its joint and several liability, notice of any Loans made or Letters

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of Credit issued under this Credit Agreement, notice of any action at any time taken or omitted by any Agent or any Lender under or in respect of any of the Guaranteed Obligations, and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Credit Agreement and this Guaranty. Each of the Guarantors hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Guaranteed Obligations, the acceptance of any payment of any of the Guaranteed Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Agent or the Lenders at any time or times in respect of any Default or Event of Default by any of the Borrowers or the Guarantors in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement, any and all other indulgences whatsoever by any Agent or the Lenders in respect of any of the Guaranteed Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Guaranteed Obligations or the addition, substitution or release, in whole or in part, of any of the Borrowers or any other Guarantor. Without limiting the generality of the foregoing, each of the Guarantors assents to any other action or delay in acting or failure to act on the part of the Lenders or any Agent with respect to the failure by any of the Borrowers or any other Guarantor to comply with its respective Obligations or Guaranteed Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this §7, afford grounds for terminating, discharging or relieving any Guarantor, in whole or in part, from any of the Guaranteed Obligations under this §7, it being the intention of the Guarantors that, so long as any of the Guaranteed Obligations hereunder remain unsatisfied, the Guaranteed Obligations of each of the Guarantors under this §7 shall not be discharged except by performance and then only to the extent of such performance. The Guaranteed Obligations of each of the Guarantors under this §7 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction, receivership, administration or similar proceeding with respect to any of the Borrowers or the Guarantors or the Lenders or any Agent. The joint and several liability of each of the Guarantors hereunder shall continue in full force and effect notwithstanding any absorption, merger, sale or contribution of all assets and liabilities of a company (“universalité/algemeenheid”) or of a branch of activities or other consolidation, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of the Borrowers or the Guarantors, the Lenders or any Agent.

(e) The U.S. Guarantors, each Domestic Borrower (solely in its capacity as a Guarantor of the U.S. Guaranteed Obligations under this §7) and each of the Foreign Guarantors and each of the Foreign Borrowers (solely in their capacity as Guarantors of the Foreign Guaranteed Obligations), shall be liable under the Guaranty under this §7 only for the maximum amount of such liabilities that can be incurred under applicable law without rendering this Credit Agreement, as it relates to the guaranty under this §7, voidable under applicable law relating to fraudulent conveyance, fraudulent transfer and corporate financial assistance, and not for any greater amount. Accordingly, if any obligation under any provision of the guaranty under this §7 shall be declared to be invalid or unenforceable in any respect or to any extent, it is the stated intention and agreement of the Guarantors, the Agents and the Lenders that any balance of the obligation created by such provision and all other obligations of the Guarantors under this §7 to the Lenders or any Agent shall remain valid and enforceable, and that all sums not in excess of those permitted under applicable law shall remain fully collectible by the Lenders and the Agents from any Loan Party, as the case may be.

(f) To the extent any U.S. Guarantor or any Foreign Guarantor, as the case may be, makes a payment hereunder in excess of the aggregate amount of the benefit received by such Guarantor in respect of the extensions of credit under the Credit Agreement (the “Benefit Amount”), then such Guarantor, after the payment in full, in cash, of all of the Obligations, shall be entitled to recover from the Applicable Borrowers and each other applicable Guarantor such excess payment, pro rata, in accordance with the ratio of the Benefit Amount received by each such other applicable Guarantor to the total Benefit Amount

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received by all applicable Guarantors, and the right to such recovery shall be deemed to be an asset and property of such Guarantor so funding; provided, that each of the Guarantors hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other applicable Guarantors with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to any of the Lenders or any Agent with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been irrevocably paid in full in cash. Any claim which any Guarantor may have against any other applicable Guarantor with respect to any payments to the Lenders or any Agent hereunder or under any other Loan Document are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, administration, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Guarantor, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other applicable Guarantor therefor.

(g) Each of the Guarantors hereby agrees that the payment of any amounts due with respect to the indebtedness owing by any Guarantor to any other Guarantor or any Borrower is hereby subordinated to the prior payment in full in cash of the Obligations as set forth in the following sentence. If such Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, upon the occurrence and during the continuance of an Event of Default and before payment in full in cash of the Obligations, such amounts shall be collected, enforced, received by such Guarantor as trustee for the Lenders and the Agents and be paid over to the Applicable Agent, for the benefit of the Applicable Lenders and the Applicable Agent, to be applied to repay (or be held as security for the repayment of) the Obligations.

(h) The provisions of this §7 (other than §7.6(f), which is made for the benefit of the Guarantors) are made for the benefit of the Agents and the Lenders and their successors and assigns, and may be enforced in good faith by them from time to time against the Guarantors as often as occasion therefor may arise and without requirement on the part of the Agents or the Lenders first to marshal any of their claims or to exercise any of their rights against the Borrowers or the Guarantors or to exhaust any remedies available to them against the Borrowers or the Guarantors or to resort to any other source or means of obtaining payment of any of the obligations hereunder or to elect any other remedy. The provisions of this §7 shall remain in effect until all of the Guaranteed Obligations shall have been paid in full or otherwise fully satisfied and the Commitments have expired and all outstanding Letters of Credit have expired, matured or otherwise been terminated. If at any time, any payment, or any part thereof, made in respect of any of the Guaranteed Obligations, is rescinded or must otherwise be restored or returned by the Lenders or any Agent upon the insolvency, bankruptcy or reorganization of any of the Borrowers or the Guarantors, or otherwise, the provisions of this §7 will forthwith be reinstated in effect, as though such payment had not been made.

Until the final payment and performance in full in cash of all of the Obligations, no Guarantor shall exercise, and each Guarantor hereby waives any rights such Guarantor may have against any of the Borrowers or any other Guarantor arising as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition with any Agent or any Lender in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; such Guarantor will not claim any setoff, recoupment or counterclaim against the Borrowers or any of the other Guarantors in respect of any liability of the Borrowers to such Guarantor; and such Guarantor waives any benefit of and any right to participate in any collateral security which may be held by any Agent or any Lender.

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7.7 Indemnity. To the fullest extent permitted by applicable law, each of the Guarantors, as a separate and additional liability, further undertakes and agrees to indemnify and keep indemnified upon written demand (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §7.7) each of the Lenders and each Agent and any Affiliates thereof (together and each separately in this §7.7 called the “Creditors”) against any loss, damage, cost, charge or expense whatsoever that the Creditors suffer by reason of, in connection with, or as a consequence of:

(a) the non-payment of any of its Guaranteed Obligations or the non-performance or non-observance of any of its Guaranteed Obligations;

(b) the liability of any Applicable Borrower to pay the Guaranteed Obligations to the Creditors or to perform the Guaranteed Obligations being void, voidable or unenforceable in whole or in part, as a result of any lack of capacity, power or authority or any improper exercise of power or authority on the part of the Borrowers;

(c) any Applicable Borrower becoming insolvent, including: (i) the amount of any payment made to the Creditors which is void or voidable against any person; and (ii) the amount of any interest (including capitalized interest) which does not accrue from the date of insolvency or is not recoverable by reason of the insolvency, and which would otherwise have been recoverable from the Guarantors under this Credit Agreement; or

(d) the Guaranteed Obligations being (or moneys which would have been Guaranteed Obligations had they not been irrecoverable) not recoverable from the Applicable Borrower in whole or in part and not recoverable from the Guarantors under the guaranty in this §7 by reason of any other fact or circumstance whatsoever and whether the transactions or any of them relating to such moneys have been void, voidable or illegal or have been subsequently avoided and whether or not any of the matters or facts relating thereto have been or ought to have been within the knowledge of the Creditors;

provided that no Foreign Loan Party shall at any time be liable, directly or indirectly, to any of the Creditors for any portion of the indemnification obligations set forth in this §7.7 relating to the U.S. Guaranteed Obligations.

7.8 Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor for all purposes of § 1a(18)(A)(v)(II) the Commodity Exchange Act.

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8. REPRESENTATIONS AND WARRANTIES.

On the Restatement Effective Date and on each date thereafter to the extent required under §13, each of the Borrowers represents and warrants to the Lenders and the Agents as follows:

8.1 Corporate Authority.

8.1.1. Incorporation; Good Standing. Each of the Borrowers and its Restricted Subsidiaries (a) is a corporation, partnership or limited liability company or other form of business entity duly organized, validly existing and, except in respect of the European Borrowers, the European Guarantors, the Australian Borrower, the Australian Guarantors, the UK Borrower and the UK Guarantors, in good standing under the laws of its state, province or country of incorporation or formation, (b) has all requisite corporate or other power to own its property and conduct its business as now conducted and as presently contemplated, (c) is in good standing as a foreign corporation (or similar business entity), except in respect of the European Borrowers, the European Guarantors, the Australian Borrower, the Australian Guarantors, the UK Borrower and the UK Guarantors, and is duly authorized to do business in each jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a Material Adverse Effect and (d) with respect to a Belgian Guarantor only, it has neither been declared bankrupt nor filed any request for judicial composition (“concordat judiciaire/gerechtelijk akkoord”) under the Law of 17 July 1997 or judicial reorganization (“reorganization judiciaire/gerechtelijke reorganisatie”) under the Law of 31 January 2009 on the continuity of enterprises.

8.1.2. Authorization. The execution, delivery and performance of this Credit Agreement and the other Loan Documents to which any of the Borrowers or any of their Restricted Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby (a) are within the corporate or other authority of such Person, (b) have been duly authorized by all necessary corporate or other proceedings, (c) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any such Person is subject or any judgment, order, writ, injunction, license or permit applicable to any such Person unless such conflict, breach or contravention would not have a Material Adverse Effect and (d) do not conflict with any provision of the Governing Documents of, or any agreement or other material instrument binding upon any such Person.

8.1.3. Enforceability. The execution and delivery of this Credit Agreement and the other Loan Documents to which any of the Borrowers or any of their Restricted Subsidiaries is or is to become a party will result in valid and legally binding obligations of such Person enforceable against it in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by the effects of any Debtor Relief Laws (other than the Canada Transportation Act) or, solely in respect of the European Borrowers or any European Guarantor, the Debtor Relief Reservations, and except to the extent that (i) the exercise of certain remedies under the Loan Documents may be subject to compliance with the ICC Termination Act of 1995, as amended, and other applicable governmental regulations and (ii) availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

8.2 Governmental Approvals. (i) The execution, delivery and performance by each of the Borrowers and each of its Restricted Subsidiaries of this Credit Agreement, the other Loan Documents to which any of the Borrowers or any of their Restricted Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by the Administrative Agent or any other Secured Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents do not require the approval, consent, order, authorization or license by, or giving of notice to, or filing with, or taking of any other action with respect to, any governmental agency or authority of any jurisdiction (including, without limitation, the STB), or other fiscal, monetary or other authority, under any provisions of any laws or governmental rules, regulations, orders, or decrees of any jurisdiction or the central bank of any jurisdiction or other fiscal, monetary or other authority, under any provision of any laws or governmental rules, regulations,

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orders or decrees of any jurisdiction applicable to or binding on any Borrower or any of their Restricted Subsidiaries except for (a) the filing of UCC financing statements required by the Loan Documents, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office as required by the Loan Documents, (c) recordation of the Mortgages and other Liens granted under the Loan Documents, (d) the registration of particulars of any Collateral Document entered into by an entity registered in England and Wales at the Companies Registration Office of England and Wales, (e) such as have been made or obtained and are in full force and effect, (f) such other actions, consents, approvals, registrations or filings with respect to which the failure to be obtained or made would not reasonably be expected to have a Material Adverse Effect, (g) exercise of certain remedies under the Loan Documents may be subject to compliance with the ICC Termination Act of 1995, as amended and other applicable governmental regulations and (h) filings or other actions listed on Schedule 8.2. A representation under this §8.2 will not be incorrect or misleading if any Secured Party fails to take any action or effect any filing, registration, recording, execution or notarization which can only be taken or effected by it to enable a security interest (under and for the purposes of the PPSA (Australia) and the PPSA) to be perfected (other than by reason of the fault or negligence of the Loan Parties).

8.3 Title to Properties; Leases. Except as indicated on Schedule 8.3, each of the Borrowers and each of its Restricted Subsidiaries owns, leases or otherwise holds all of the assets reflected in the consolidated and consolidating balance sheets of GWI and its Restricted Subsidiaries as at December 31, 2014 or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any Mortgages, leases, conditional sales agreements, title retention agreements, Liens or other encumbrances except Permitted Liens and the rights of lessees and other parties lawfully in possession in the ordinary course of business except where the failure to have such assets could not reasonably be expected to have, individually or in the aggregate a Material Adverse Effect.

8.4 Financial Statements and Projections.

8.4.1. Financial Statements.

There has been furnished to each of the Lenders the consolidated balance sheet of GWI and its Subsidiaries as of December 31, 2013, and consolidated statements of income and cash flows of GWI and its Subsidiaries, in each case for the fiscal year then ended, audited by PricewaterhouseCoopers LLP (the “GWI Audited Financial Statements”). There has also been furnished to each of the Lenders the consolidated balance sheets for the Borrowers and their Restricted Subsidiaries and the consolidating balance sheets of the Borrowers and their Restricted Subsidiaries, in each case as of December 31, 2014, and the related consolidated statements of income and cash flow for the Borrowers and their Restricted Subsidiaries for the fiscal quarters then ended, and the consolidating statements of income and cash flow for the Borrowers and their Restricted Subsidiaries for the fiscal quarters then ended, each setting forth in comparative form the figures for the previous fiscal year (the “GWI Unaudited Financial Statements” and, together with the GWI Audited Financial Statements, the “GWI Historical Financial Statements”). All such balance sheets, statements of income, cash flow statements and financial statements and all financial statements delivered pursuant to §§9.4(a) and (b) have been prepared in accordance with GAAP and fairly present the financial condition of the Borrowers and their Restricted Subsidiaries as at the close of business on the dates thereof and the results of operations for the fiscal year or other period then ended. There are no contingent liabilities of the Borrowers or their Restricted Subsidiaries as of such dates involving material amounts, to the knowledge of the officers of any of the Borrowers, which were not disclosed in such balance sheet and statements and the notes related thereto.

8.4.2. Projections. The projections of the Borrowers and their Restricted Subsidiaries including (a) on an annual basis, consolidated balance sheets, income and cash flow statements of the Borrowers

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and their Restricted Subsidiaries, in each case for the period from December 31, 2015 through December 31, 2019 and (b) annual calculations of the covenants contained in §11 for the 2015 through 2019 fiscal years, copies of which have been delivered to each Lender are based upon reasonable estimates and assumptions and have been prepared in good faith based upon assumptions that the Borrowers believed to be reasonable as of the Restatement Effective Date and as of the date such projections were delivered to each Lender.

8.5 No Material Changes, Etc.; Solvency.

8.5.1. Changes. Since December 31, 20142015 there has been no event or occurrence which has had a Material Adverse Effect.

8.5.2. Solvency. After giving effect to the transactions occurring on the Restatement Effective Date as contemplated herein, (i) the Fair Value of the assets of GWI and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities, (ii) the Present Fair Salable Value of the assets of GWI and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (iii) GWI and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iv) GWI and its Subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature.

8.6 Franchises, Patents, Copyrights, Etc. Each of the Borrowers and each of their Restricted Subsidiaries possesses all material franchises, patents, copyrights, trademarks, trade names, licenses, permits, trade secrets and other intangible rights and rights in respect of the foregoing, adequate for the conduct of its business substantially as now conducted without, to the knowledge of the officers of GWI, conflict with any rights of others.

8.7 Litigation. There are no actions, suits, proceedings or investigations of any kind pending or threatened against any of the Borrowers or their Restricted Subsidiaries before any court, tribunal or administrative agency or board (a) that, if adversely determined, would have a Material Adverse Effect, or (b) which question the validity of this Credit Agreement or any of the other Loan Documents, or any action taken or to be taken pursuant hereto or thereto.

8.8 Compliance with Other Instruments, Laws, Etc. 

(a) None of the Borrowers or any of their Restricted Subsidiaries is in violation of any provision of its Governing Documents, or any agreement or instrument to which it may be subject or by which it or any of its properties may be bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that could have a Material Adverse Effect.

(b) None of the Australian Borrower, any Australian Guarantor or any of their respective Restricted Subsidiaries incorporated under the laws of the Commonwealth of Australia has contravened or will contravene Chapter 2E or Part 2J.3 of the Corporations Act 2001 (Cwlth) in connection with its entry into, and performance of its obligations under, any Loan Document.

8.9 Tax Status. Each of the Borrowers and their Restricted Subsidiaries (a) has made, filed or duly extended all federal, state, provincial, local and foreign income and all other material tax returns, reports and declarations required by any jurisdiction to which any of them is subject, (b) has paid all material Taxes and other government assessments and charges shown or determined to be due on such returns, reports and declarations and all estimated Taxes in connection with any extensions, except those Taxes being contested in good faith and by appropriate proceedings, and (c) has set aside on their books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to

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which such returns, reports or declarations apply. There are no unpaid Taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Borrowers know of no basis for any such claim.

8.10 No Event of Default. No Default or Event of Default has occurred and is continuing.

8.11 Investment Company Act. None of the Borrowers or any of their Restricted Subsidiaries is, or is required to be registered as, an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended.

8.12 Certain Transactions. Except as set forth on Schedule 8.12 and except for arm’s length transactions pursuant to which any of the Borrowers or any of their Restricted Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than such Borrower or such Restricted Subsidiary could obtain from third parties, none of the officers, directors, or employees of any of the Borrowers or any of their Restricted Subsidiaries or other Affiliates is presently a party to any transaction with any of the Borrowers or any of their Restricted Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the best knowledge of such Person, any corporation, partnership, trust or other entity in which any officer, director, other Affiliates or any such employee has a substantial interest or is an officer, director, trustee or partner.

8.13 ERISA and Employee Benefit Plan Compliance.

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state laws except where failure to comply would not reasonably be expected to cause a Material Adverse Effect or otherwise create a Default or Event of Default hereunder. Each Plan that is intended to be qualified has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under §401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under §501(a) of the Code, or an application for such a letter is currently being processed by (or within the time period permitted by law will be submitted to) the Internal Revenue Service, and to the best knowledge of the Borrowers, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b) There are no pending or, to the best knowledge of the Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no non-exempt “prohibited transaction” (within the meaning of §406 of ERISA or §4975(c) of the Code) or material violation of the fiduciary responsibility rules of ERISA with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred, and neither GWI nor any ERISA Affiliate is aware of any material fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event; (ii) GWI and its ERISA Affiliates have met all applicable material requirements regarding minimum required contributions under §§412, 430 and 436 of the Code and §§302 and 303 of ERISA in respect of each Pension Plan, and all applicable material requirements regarding minimum required contributions under §§412, 431 and 432 of the Code and §§304 and 305 of ERISA in respect of each Multiemployer Plan, and no waiver of the minimum funding standards under §412(c) or §302(c) of ERISA has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, its funding target attainment percentage (as defined in §430(d)(2) of the Code) is 60% or higher and neither

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GWI nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither GWI nor any ERISA Affiliate has incurred any material liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither GWI nor any ERISA Affiliate has engaged in a transaction that could be subject in any material way to §4069 or §4212(c) of ERISA; and (vi) no Pension Plan or Multiemployer Plan has been terminated by the plan administrator thereof or by the PBGC, and neither GWI nor any ERISA Affiliate is aware of any event or circumstance that has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan or Multiemployer Plan.

(d) Set forth on Schedule 8.13 is a complete list of all active and/or terminated Pension Plans (including Multiple Employer Plans) and Multiemployer Plans which GWI and/or any ERISA Affiliate maintain or contribute to, or has any unsatisfied obligation to contribute to, or liability under, as of the Restatement Effective Date.

(e) To the extent applicable: (a) each Canadian Plan has been registered, administered, funded and invested in all material respects in accordance with its terms and applicable law; (b) subject to the terms of any applicable collective agreements, the Canadian Borrower and the Canadian Guarantors may amend or terminate, in whole or in part, each of their Canadian Plans; (c) except as set forth in Schedule 8.13 as of the date hereof, neither the aggregate going concern unfunded liability nor the aggregate solvency deficiency in respect of all the Canadian Plans which are funded defined benefit pension plans, determined pursuant to the actuarial assumptions and methodology utilized in the most recent actuarial valuations therefor filed with the applicable pension regulator, exceeds the Canadian Dollar Equivalent of $50,000,000; and (d) the Canadian Borrower and Canadian Guarantors have delivered to the Administrative Agent such valuations for any such funded Canadian Plan.

(f) With respect to each employee benefits scheme or arrangement mandated by a government other than the United States, the United Kingdom or Canada to which any Borrower or any Subsidiary of any of them is subject (a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan (within the meaning of §3.3 of ERISA but not subject to ERISA) not subject to United States or Canadian law or the law of England and Wales, maintained or contributed to by any Borrower and any Subsidiary of any of them or with respect to which any Borrower or any Subsidiary of any of them has any liability, whether actual or contingent, including by reason of being affiliated with another entity (a “Foreign Plan”):

(i) any employer and employee contributions required of any Borrower or any of their Subsidiaries by law or by the terms of any such Foreign Government Scheme or Arrangement or any such Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect or otherwise create a Default or Event of Default hereunder;

(ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles and in accordance with applicable law; and

(iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect or otherwise create a Default or Event of Default hereunder;

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(g) With respect to the UK Pension Scheme:

(i) the UK Pension Scheme has been funded in accordance with Part III of the Pensions Act 2004 of the United Kingdom (except where any failure to do so is not reasonably likely to have a Material Adverse Effect), and no action or omission has been taken by any Borrower or its Subsidiaries which has or is reasonably likely to have a Material Adverse Effect; and

(ii) the UK Pension Scheme has been registered and has been maintained in good standing with applicable regulatory authorities except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect or otherwise create a Default or Event of Default hereunder;

(h) Except for the UK Pension Scheme, (i) none of the Borrowers nor any of its Subsidiaries is an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004 of the United Kingdom) of an occupational pension scheme established in the United Kingdom which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993 of the United Kingdom) and (ii) none of the Borrowers nor any of its Subsidiaries is “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the Pensions Act 2004 of the United Kingdom) such an employer.

8.14 Use of Proceeds; Regulations U and X. The proceeds of the Loans on or after the Restatement Effective Date shall be used (i) to finance the acquisition of the equity interests of RailInvest (the “RailInvest Acquisition”) in accordance with the RailInvest Acquisition Agreement, (ii) to pay fees and expenses incurred in connection with Amendment No. 1, (iii) to refinance the loans under the Original Credit Agreement and (iv) for ongoing working capital and general corporate purposes (including Permitted Acquisitions). The proceeds of Incremental Term Loans incurred pursuant to the Aus Reorganization Incremental Commitments shall be used to finance the Aus Reorganization (including the Aus Repayment) and/or the Aus Acquisition. The Borrowers will obtain Letters of Credit solely for working capital, Capital Expenditures and general corporate purposes. No portion of any Loan is to be used, and no portion of any Letter of Credit is to be obtained, for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

8.15 Environmental Compliance. The Borrowers have a reasonable system for evaluating and managing environmental matters affecting them and their Restricted Subsidiaries, including the past and present condition and usage of the Real Estate and the operations conducted thereon and, based upon such system, have concluded that:

(a) except as set forth on Schedule 8.15, none of the Borrowers, none of their Restricted Subsidiaries nor any operator of the Real Estate or any operations thereon is in violation, or alleged violation, of any federal, state, county, regional, local, foreign or provincial judgment, decree, directive order, law, license, permit, rule, regulation, code or ordinance pertaining to environmental matters, including, without limitation, those arising under the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, the federal Clean Water Act, the federal Clean

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Air Act, the Toxic Substances Control Act, or any Canadian, European Union, Dutch, Australian, UK, federal, provincial, state or local statute, regulation, ordinance, order or decree relating to health, safety or the environment or otherwise relating to protection or conservation of natural or cultural sources, pollution or contamination of air, water or soil, waste or chemical disposal, toxic, hazardous, poisonous, or dangerous substances or noise or odor (“Environmental Laws”), which violation could have a Material Adverse Effect;

(b) except as set forth in Schedule 8.15, none of the Borrowers nor any of their Restricted Subsidiaries has received notice from any third party, including, without limitation, any Canadian, European Union, Dutch, Australian, federal, provincial, state or local governmental authority, (i) that any one of them has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B; (ii) that any hazardous waste, as defined by 42 U.S.C. §6903(5) or by any applicable Environmental Laws, any hazardous substances as defined by 42 U.S.C. §9601(14) or by any applicable Environmental Laws, any pollutant or contaminant as defined by 42 U.S.C. §9601(33) or by any applicable Environmental Laws and any toxic substances, oil or hazardous materials or other chemicals or substances regulated by or forming the basis of liability under any Environmental Laws (“Hazardous Substances”) which any one of them has generated, transported or disposed of, or arranged for transport or disposal of has been found at any site at which a federal, provincial, state or local agency or other third party has conducted or has ordered that the Borrowers or any of their Restricted Subsidiaries conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release of Hazardous Substances, or pursuant to any Environmental Law, in each case which has or has the potential of having a Material Adverse Effect;

(c) except as set forth on Schedule 8.15: (i) to the best knowledge of each Borrower, no portion of the Real Estate has been used for the handling, processing, storage or disposal of Hazardous Substances which would have a Material Adverse Effect, except for handling, processing or storage of Hazardous Substances in accordance with applicable Environmental Laws; (ii) in the course of any activities conducted by any Borrower, its Restricted Subsidiaries or operators of its properties, no Hazardous Substances have been generated or are being used on the Real Estate except in accordance with applicable Environmental Laws, except for generation or use of Hazardous Substances which would not have a Material Adverse Effect; (iii) to the best knowledge of each Borrower, there have been no releases (i.e. any past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping) or threatened releases of Hazardous Substances on, upon, into or from the properties of any Borrower or its Restricted Subsidiaries, which releases would have a Material Adverse Effect on the value of any of the Real Estate or adjacent properties or the environment; (iv) to the best knowledge of each Borrower, there have been no releases on, upon, from or into any real property in the vicinity of any of the Real Estate which, through soil or groundwater contamination, may have come to be located on, and which would have a Material Adverse Effect on the value of, the Real Estate; and (v) in addition, to the best knowledge of each Borrower, except as would not have a Material Adverse Effect: (1) any Hazardous Substances that have been generated on any of the Real Estate located in the United States after the effective date of RCRA and applicable regulations have been transported offsite only by carriers having an identification number issued by the EPA (2) any Hazardous Substances that have been generated by any Borrower or any of its Restricted Subsidiaries on any of the Real Estate located in nations

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other than the United States have been transported offsite in accordance with applicable Environmental Laws, (3) all Hazardous Substances generated on any Real Estate have been treated or disposed of at off-site locations only by treatment or disposal facilities maintaining valid permits as required under applicable Environmental Laws, and (4) all transporters and facilities referenced in clauses (1) through (3) hereof have been and are operating in compliance with such permits and applicable Environmental Laws; and

(d) except as listed on Schedule 8.15 and as would not have a Material Adverse Effect, none of the Borrowers and their Restricted Subsidiaries, nor any of the Real Estate, is subject to any applicable Environmental Law requiring the performance of Hazardous Substances site assessments, or the removal or remediation of Hazardous Substances, or the giving of notice to any governmental agency or the recording or delivery to other Persons of an environmental disclosure document or statement by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of any other transactions contemplated hereby.

8.16 Subsidiaries, Etc. Each of the Borrowers’ direct and indirect Subsidiaries are as set forth on Schedule 8.16(a) and each Borrower holds the ownership interests in each direct and indirect Subsidiary described on Schedule 8.16(a). None of the Subsidiaries of the Borrowers has any other Subsidiaries except as set forth on Schedule 8.16(a). Except as set forth on Schedule 8.16(b), none of the Borrowers or any of their Subsidiaries is engaged in any joint venture or partnership with any other Person.

8.17 Capitalization. The Borrowers and their Subsidiaries are the record and beneficial owners of the issued and outstanding Capital Stock of the Persons described in and in the manner set forth on Schedules 8.16(a) and (b), free and clear of all Liens, other than Permitted Liens. All shares of such Capital Stock have been validly issued, are outstanding, fully paid and nonassessable and no options, warrants or other rights to subscribe to additional shares of the Capital Stock of such Persons have been granted or exist.

8.18 Fiscal Year. Each of the Borrowers and their Restricted Subsidiaries has a fiscal year which is twelve calendar months ending on December 31 of each year.

8.19 Operation of Railroads. Each of the Borrowers is a rail carrier or is primarily engaged in the business of providing management and administrative services to rail carriers and other entities in the transportation business, and holding Capital Stock of its Restricted Subsidiaries.

8.20 Disclosure. No representation or warranty made by any of the Borrowers or any of their Restricted Subsidiaries in any Loan Document to which it is a party and no information furnished to any Agent or the Lenders by or on behalf of any of the Borrowers or any of their Restricted Subsidiaries or any of its representatives in connection with any aspect of the transactions contemplated by the Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made.

8.21 Registration or Stamp Tax. Neither this Credit Agreement nor any of the other Loan Documents is subject to any registration or stamp tax or any other similar or like taxes payable in any jurisdiction, except for (i) a Belgian stamp duty of €0.15 that is payable for each original copy of the Credit Agreement, the Notes or Instruments of Adherence (Guaranty) that is signed or registered in Belgium and (ii) subject to §9.16(c), ad valorem mortgage duty payable in New South Wales, Australia on any Collateral Document that secured property or assets located in New South Wales, Australia for the purposes of the Duties Act 1997 (NSW).

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8.22 Representations as to Foreign Obligors. Each Borrower and each Foreign Loan Party represents and warrants to the Agents and the Lenders that:

(a) Such Foreign Loan Party is subject to civil and commercial laws with respect to its obligations under this Credit Agreement and the other Loan Documents to which it is a party (collectively as to such Loan Party, the “Applicable Foreign Loan Party Documents”), and the execution, delivery and performance by such Foreign Loan Party of the Applicable Foreign Loan Party Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Loan Party nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Loan Party is organized and existing in respect of its obligations under the Applicable Foreign Loan Party Documents.

(b) The Applicable Foreign Loan Party Documents are in proper legal form under the laws of the jurisdiction in which such Foreign Loan Party is organized and existing for the enforcement thereof against such Foreign Loan Party under the laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Loan Party Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Loan Party Documents that the Applicable Foreign Loan Party Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Loan Party is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Loan Party Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Loan Party Document or any other document is sought to be enforced, (ii) subject to §9.16(c), any charge or tax as has been timely paid or, in the case of any payment of ad valorem mortgage duty in New South Wales, Australia on any Collateral Document, will be paid promptly after the date of the relevant Collateral Document and (iii) to the extent applicable, notarization of any German law governed share pledge agreement. A representation under this §8.22(b) will not be incorrect or misleading if any Secured Party fails to take any action or effect any filing, registration, recording, execution or notarization which can only be taken or effected by it to enable a security interest (under and for the purposes of the PPSA (Australia)) to be perfected (other than by reason of the fault or negligence of the Loan Parties).

(c) As of the Restatement Effective Date, there is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Loan Party is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Loan Party Documents or (ii) on any payment to be made by such Foreign Loan Party pursuant to the Applicable Foreign Loan Party Documents, except (w) for a Belgian stamp duty of €0.15 that is payable for each original copy of the Credit Agreement, the Notes or Instruments of Adherence (Guaranty), as applicable, that is signed or registered in Belgium, (x) for Canadian interest withholding tax at the rate of 25% (unless such rate is reduced by an applicable income tax treaty to which Canada is a party) on interest paid by the Canadian Borrower in respect of Canadian Revolving Loans and the Canadian Swingline Loan if the relevant Canadian Lender or the Canadian Swingline Lender (as applicable) is not a resident of Canada or not deemed to be a resident of Canada and does not deal at “arm’s length” with the Canadian Borrower, (y) for Australian interest withholding tax at the rate of 10% on interest paid by the Australian Borrower in respect of the Australian Loans and the Australian Swingline Loan if the public offer test

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described in §33 is not satisfied and the relevant Australian Lender or the Australian Swingline Lender (as applicable) is not one of (A) a resident of Australia that does not make its Australian Loan or Australian Swingline Loan (as applicable) in carrying on business at or through a permanent establishment outside Australia, (B) a non-resident that makes its Australian Loan or Australian Swingline Loan (as applicable) in carrying on business in Australia at or through a permanent establishment in Australia, or (C) a resident of a state having a double taxation agreement with Australia which makes provision for full exemption for withholding tax imposed by Australia on interest and the Australian Lender or the Australian Swingline Lender (as applicable) satisfies any other conditions for it to obtain such an exemption, or (z) as otherwise has been disclosed to the Agents.

(d) The execution, delivery and performance of the Applicable Foreign Loan Party Documents executed by such Foreign Loan Party are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Loan Party is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable).

8.23 Trustee. No Borrower or Guarantor is entering into any Loan Document, or holds any property, as a trustee.

8.24 Code of Banking Practice. The Australian Code of Banking Practice does not apply to the Loan Documents and the transactions thereunder.

8.25 OFAC, Patriot Act and FCPA. Each Loan Party and each of its Subsidiaries (except, in case of a Foreign Guarantor organized under German law, only if and to the extent the following does not conflict with sec. 7 foreign trade rules (AWV (Außenwirtschaftsverordnung)) in connection with sec. 4 para. 1a no. 3 foreign trade law (AWG (Außenwirtschaftsgesetz)) or any other applicable trade or sanctions law) is: (a) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224 and all modifications thereto or thereof (the “Annex”); (b) in compliance in all material respects with the requirements of the USA Patriot Act Title III of 107 Public Law 56 (October 26, 2001) (the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and 150 offices, related to the subject matter of the Patriot Act, including Executive Order 13224 effective September 24, 2001 and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”); (c) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Act; (d) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act; (e) not listed as a Specially Designated Terrorist (as defined in the Patriot Act) or as a “blocked” person on any lists maintained by the OFAC pursuant to the Patriot Act or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Act or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Act; (f) not a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person; (g) not owned or controlled by or now acting and or will be in the future act for or on behalf of any Person named in the Annex or any other list promulgated under the Patriot Act or any other Person who has been determined to be the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Credit Agreement or any other Loan Document would be prohibited under U.S. law and (h) not a Person included on Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets and the Investment Ban List. No part of the proceeds of the Loans will be used, directly or

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indirectly, (i) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended or the UK Bribery Act 2010 or (ii) to the knowledge of each Loan Party and its Subsidiaries (in case of a Foreign Guarantor organized under German law, only if and to the extent the following does not conflict with sec. 7 foreign trade rules (AWV (Außenwirtschaftsverordnung)) in connection with sec. 4 para. 1a no. 3 foreign trade law (AWG (Außenwirtschaftsgesetz)) or any other applicable trade or sanctions law), in violation of OFAC or the sanctions laws and regulations of Australia or the United Kingdom.

8.26 [Reserved].EEA Financial Institution. No Loan Party is an EEA Financial Institution.

8.27 Collateral Documents.

(a) The U.S. Security Agreement creates (to the extent required hereby or by the applicable Collateral Documents) valid and perfected first priority liens on and/or security interests in all of the U.S. Collateral in favor of the Secured Parties, to the extent set forth in and subject to the provisions hereof and of the Collateral Documents (except as enforceability may be limited (x) by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (y) by the ICC Termination Act of 1995, as amended and any other applicable governmental regulations and (z) by general equitable principles (whether enforcement is sought by proceedings in equity or law)), subject only to Permitted Liens and, when (i) financing statements are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) upon the taking of possession or control by the Administrative Agent of the U.S. Collateral, with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the U.S. Security Agreement) the Liens created by the U.S. Security Agreements shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the U.S. Collateral (other than such U.S. Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. The Canadian Security Agreement creates (to the extent required hereby or by the applicable Collateral Documents) valid and perfected first priority liens on and/or security interests in all of the Collateral in favor of the Secured Parties, to the extent set forth in and subject to the provisions of the Collateral Documents, subject only to Permitted Liens and, when (i) financing statements and registrations are filed in the offices specified on Schedule 6 to the Canadian Perfection Certificate and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Canadian Security Agreement) the Liens created by the Canadian Security Agreements shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Collateral (other than such Collateral in which a security interest cannot be perfected under the PPSA or the RPMRR), in each case subject to no Liens other than Permitted Liens.

(b) Each Mortgage when duly executed is effective to create, in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law)), subject only to Permitted Liens or other Liens acceptable to the Administrative Agent, and when the Mortgages are filed in the offices specified on Schedule 6 to the Perfection Certificate, Canadian

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Perfection Certificate or any supplement to the Perfection Certificate or Canadian Perfection Certificate delivered on or prior to the date hereof (or, in the case of any Mortgage executed and delivered on or prior to the date hereof in accordance with the provisions of §§9.13, 9.14 or 9.16, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of §§9.13, 9.14 and 9.16), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Permitted Liens and Liens permitted by the Mortgage. None of the Mortgaged Property upon which a Building or Manufactured (Mobile) Home is located is a material real property or material to the operation of the Borrowers’ business. A “Building” is defined by the Federal Emergency Management Agency in connection with the National Flood Insurance Program to mean “a walled or roofed structure” and a “Manufactured (Mobile) Home” is defined by the Federal Emergency Management Agency in connection with the National Flood Insurance Program to mean “a structure built on a permanent chassis, transported to its site in one or more sections, and affixed to a permanent foundation”.

(c) [Reserved].

(d) Subject to laws affecting creditors’ rights generally, each Lien under each Australian Security Agreement creates the Lien which it is expressed to create with the ranking and priority it is expressed to have over the property which it is expressed to apply (subject to registration of a financing statement (as defined in the PPSA (Australia)) by the Administrative Agent in accordance with any relevant prescribed timeframe).

(e) In respect of each Loan Party to an Australian Security Agreement, it is the sole legal and beneficial owner of the property over which it has purported to create a Lien under the Australian Security Agreements, free from Liens other than Permitted Liens.

(f) As at the Closing Date and the Restatement Effective Date, neither the Australian Borrower nor any Australian Guarantor party to an Original Australian Security Agreement had any right, title or interest in any property located in New South Wales for the purposes of the Duties Act 1997 (NSW).

9. AFFIRMATIVE COVENANTS OF THE BORROWERS.

From and after the Restatement Effective Date, each of the Borrowers covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or other Obligation (other than contingent obligations for which no claim has been asserted) is outstanding or any Lender has any obligation to make any Loans or the Issuing Lender has any obligation to issue or extend any Letters of Credit:

9.1 Punctual Payment. Each of the Borrowers will duly and punctually pay or cause to be paid the principal and interest on the Loans, all Reimbursement Obligations, Letter of Credit Fees, Commitment Fees, Agent’s Fees and all other amounts provided for in this Credit Agreement and the other Loan Documents to which such Borrower or any of its Restricted Subsidiaries is a party, all in accordance with the terms of this Credit Agreement and such other Loan Documents.

9.2 Maintenance of Office.

9.2.1. Domestic Borrowers and U.S. Guarantors. The Domestic Borrowers and the U.S. Guarantors will maintain their chief executive office at Corporate Headquarters, 20 West Avenue, Darien, CT 06820 or at such other place in the United States of America as GWI shall designate, upon written

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notice to the Administrative Agent, where notices, presentations and demands to or upon the Domestic Borrowers and the U.S. Guarantors in respect of the Loan Documents to which the Domestic Borrowers or any of the U.S. Guarantors is a party may be given or made.

9.2.2. Canadian Borrower and Canadian Guarantors. The Canadian Borrower and each of the Canadian Guarantors (other than Huron, Western Labrador, Western Labrador (2013), Cape Breton, RL Funding, Railtex, Goderich and Railcare) will maintain their domicile, chief executive office and registered office at 9001 Boul. De l’Acadie, bureau 600, Montreal, Québec, H4N 3H5; each of Western Labrador (2013) and Western Labrador will maintain its registered office at 210-1 Humber Avenue, Labrador City, Newfoundland & Labrador, A2V 2W8 (with a mailing address of record of 9001 Boul. De l’Acadie, bureau 600, Montreal Québec, H4N 3H5); each of Cape Breton and RL Funding will maintain its registered office at 1959 Upper Water Street, Suite 900, Halifax, Nova Scotia, B3J 3N2; each of Railtex, Goderich, Huron and Railcare will maintain its registered office at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9 and Railcare will maintain its chief executive office at 500 Sherman Avenue North, Unit 80, Hamilton, Ontario, L8L 8J6; or at such other places in Canada as the Canadian Borrower shall designate, upon prior written notice to the Administrative Agent, where notices, presentations and demands to or upon the Canadian Borrower and the Canadian Guarantors in respect of the Loan Documents to which the Canadian Borrower or any of the Canadian Guarantors are party may be given or made.

9.2.3. European Borrowers and European Guarantors. Rotterdam Rail Feeding will maintain its registered office at Albert Plesmanweg 63, 3088 GB Rotterdam, the Netherlands, ERS will maintain is registered office at Albert Plesmanweg 61 B, 3088 GB Rotterdam, the Netherlands, GWI Holding B.V. and GWI International B.V. will maintain their registered office at Herikerbergweg 238, Luna ArenA, 1101 CM Amsterdam Zuidoost, the Netherlands, Genesee & Wyoming C.V. will maintain its registered office at 200 Meridian Centre, Suite 300, Rochester, New York, 14618 United States of America, and Belgium Rail Feeding BVBA will maintain its registered office at 2030 Antwerp, Karveelstraat 5B, Belgium, or at such other places in the Netherlands, Belgium or the United States, as applicable, as the European Borrowers shall designate, upon prior written notice to the Administrative Agent and the European Agent, where notices, presentations and demands to or upon the European Borrowers and the European Guarantors in respect of the Loan Documents to which the European Borrowers or any of the European Guarantors are party may be given or made.

9.2.4. Australian Borrower and Australian Guarantors. The Australian Borrower and each of the Australian Guarantors will maintain their registered office at 1 Kidman Road, Dry Creek, South Australia 5094, or at such other places in Australia as the Australian Borrower shall designate, upon prior written notice to the Administrative Agent (with a copy to Bank of America-Australia Branch), where notices, presentations and demands to or upon the Australian Borrower and the Australian Guarantors in respect of the Loan Documents to which the Australian Borrower or any of the Australian Guarantors are party may be given or made.

9.2.5. UK Borrower and UK Guarantors. The UK Borrower and each of the UK Guarantors will maintain their registered office at 5^th Floor, 6 St. Andrew Street, London EC4A 3AE, United Kingdom, and, after giving effect to the RailInvest Acquisition, will maintain their registered office at 3^rd Floor, The Podium, One Eversholt Street, London, NW1 2FL, United Kingdom, or at such other places in the United Kingdom as the UK Borrower shall designate, upon prior written notice to the Administrative Agent (with a copy to Bank of America), where notices, presentations and demands to or upon the UK Borrower and the UK Guarantors in respect of the Loan Documents to which the UK Borrower or any of the UK Guarantors are party may be given or made.

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9.3 Records and Accounts. Each Borrower will (a) keep, and cause each of its Restricted Subsidiaries to keep, true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all Taxes (including income Taxes), depreciation, depletion, obsolescence and amortization of its properties and the properties of its Restricted Subsidiaries, contingencies, and other reserves.

9.4 Financial Statements, Certificates and Information. The Borrowers will deliver to the Administrative Agent:

(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrowers, the consolidated balance sheets for GWI and its Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of income and cash flow for GWI and its Subsidiaries for the fiscal year then ended, each setting forth in comparative form the figures for the previous fiscal year, and all such consolidated statements to be in reasonable detail and prepared in accordance with GAAP, and all such consolidated statements to be audited without qualification by PriceWaterhouseCoopers LLP or by other internationally recognized independent certified public accountants, together with (i) a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default and (ii) their accountants’ management letter, if any, relating to such fiscal year;

(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters (and not later than ninety (90) days after the end of the fourth fiscal quarter) of the Borrowers, copies of the unaudited consolidated balance sheets for GWI and its Subsidiaries, in each case as at the end of such fiscal quarter, and the related unaudited consolidated statements of income and cash flow for GWI and its Subsidiaries for the portion of the Borrowers’ fiscal year then elapsed, each setting forth in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year, and all such consolidated statements to be in reasonable detail and prepared in accordance with GAAP, as well as unaudited supporting schedules, aggregated in a manner consistent with management’s internal view of the business along with an explanation, if necessary, of any material change in the form of presentation from historical reporting practices, presenting the consolidating balance sheets and statements of income of GWI and its Subsidiaries, together with a certification by the principal financial or accounting officers of the Borrowers that the information contained in such financial statements fairly present the financial position of the Borrowers and their Subsidiaries on the date thereof (subject to year-end adjustments);

(c) [Reserved];within ten (10) Business Days of the delivery of the financial statements referred to in subsection (a) and subsection (b) above, an internally prepared reconciliation of the financial statements of GWI and its Subsidiaries with the financial condition and results of operations of GWI and its Restricted Subsidiaries;

(d) [Reserved];

(e) substantially simultaneously with thewithin ten (10) Business Days of the delivery of the financial statements referred to in subsection (a) and subsection (b) above, a statement certified by the principal financial or accounting officers of the Borrowers in

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substantially the form of Exhibit D (a “Compliance Certificate”) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §11 and, in each case (if applicable), an explanation of any material change in the form of presentation or calculation from historical reporting practices;

(f) [Reserved];

(g) no later than March 31 of each fiscal year of the Borrowers, the annual budgets of the Borrowers and their Subsidiaries, including projected consolidated balance sheets, in a form consistent with historical reporting practices, for the end of such fiscal year and consolidated statements of income and cash flow, in a form consistent with historical reporting practices, for such fiscal year of the Borrowers;

(h) from time to time such other financial data and information as any Agent may reasonably request; and

(i) notice of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, taken as a whole.

The Borrowers hereby acknowledge that (i) the Administrative Agent and/or MLPF&S will make available to Lenders and the Issuing Lender materials and/or information provided by or on behalf of Borrowers hereunder (collectively, “Borrowers Materials”) by posting Borrowers Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrowers or their securities) (each, a “Public Lender”). Borrowers hereby agree (w) to use commercially reasonable efforts to clearly and conspicuously mark “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, all Borrowers Materials that are to be made available to Public Lenders; (x) that by marking Borrowers Materials “PUBLIC”, Borrowers shall be deemed to have authorized each Agent, the Issuing Lender and the Lenders to treat such Borrowers Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to Borrowers or their securities for purposes of United States federal and state securities laws; (y) that all Borrowers Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) that the Administrative Agent shall be entitled to treat any Borrowers Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

9.5 Notices.

9.5.1. Defaults. Each Borrower will promptly notify the Administrative Agent and each of the Lenders in writing of the occurrence of any Default or Event of Default of which it becomes aware. If any Person shall give any notice or take any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Credit Agreement or any other note, evidence of indebtedness, indenture or other obligation to which or with respect to which any of the Borrowers or any of their Restricted Subsidiaries are parties or obligors, whether as principal, guarantor, surety or otherwise, such Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default.

9.5.2. Environmental Events. Each Borrower will within fifteen (15) days of becoming aware thereof, give notice in writing to the Administrative Agent and each of the Lenders (a) of any violation of any Environmental Law that any of the Borrowers or any of their Restricted Subsidiaries reports in

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writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, provincial, state or local environmental agency and (b) upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any federal, provincial, state or local environmental agency or board, that in the case of clause (a) or clause (b) above, has the potential to have a Material Adverse Effect.

9.5.3. Notice of Litigation and Judgments; Governmental Proceedings. Each Borrower will, and will cause each of its Restricted Subsidiaries to, give notice to the Administrative Agent and each of the Lenders in writing within fifteen (15) days of becoming aware of any litigation or proceedings (including any government proceedings) threatened in writing or any pending litigation and proceedings (including any government proceedings) affecting any of the Borrowers or any of their Restricted Subsidiaries or to which any of the Borrowers or any of their Restricted Subsidiaries is or becomes a party involving a claim against any of the Borrowers or any of their Restricted Subsidiaries that could reasonably be expected to have a Material Adverse Effect on such Borrower and its Restricted Subsidiaries taken as a whole and stating the nature and status of such litigation or proceedings. Each Borrower will, and will cause each of its Restricted Subsidiaries to, give notice to the Administrative Agent and each of the Lenders, in writing, in form and detail reasonably satisfactory to the Administrative Agent, within ten (10) days of any judgment not fully covered by insurance, final or otherwise, against any of the Borrowers or any of their Restricted Subsidiaries in an amount in excess of $50,000,000. Notice to the Administrative Agent and each of the Lenders shall be deemed to have been given by each Borrower and any applicable Restricted Subsidiary, and the requirements of this §9.5.3 shall be deemed to have been satisfied, upon posting to (x) the website of GWI or (y) the Securities and Exchange Commission’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) of any press release, 8-K or quarterly or annual public filings regarding any occurrence referred to in this §9.5.3.

9.5.4. Notification of Derailments. Each Borrower will, and will cause each of its Restricted Subsidiaries to, give notice to the Administrative Agent and each of the Lenders in writing within five (5) days of becoming aware of any derailments or other types of accidents which result (or could result) in the incurrence of costs by the Borrowers and their Restricted Subsidiaries reasonably estimated to be or exceed $50,000,000 and which could reasonably be expected to have a Material Adverse Effect. GWI shall deliver to the Administrative Agent and each of the Lenders all reports filed with the FRA regarding any occurrence referred to in this §9.5.4. Each other Borrower shall deliver to the Administrative Agent and each of the Lenders all reports filed with relevant governmental authorities to which derailments or other types of accidents relating to railway operations are obliged to be reported. Notice to the Administrative Agent and each of the Lenders shall be deemed to have been given by each Borrower and any applicable Restricted Subsidiary, and the requirements of this §9.5.4 shall be deemed to have been satisfied, upon posting to (x) the website of GWI or (y) EDGAR of any press release, 8-K or quarterly or annual public filings regarding any occurrence referred to in this §9.5.4.

9.5.5. Notification of ERISA Event. Each Borrower will, on behalf of itself and each of its Restricted Subsidiaries, provide to the Administrative Agent for delivery to each of the Lenders: (i) promptly upon receipt thereof, copies of any notices or documents issued (A) pursuant to §§101(f) and (j) of ERISA with respect to any Pension Plan or (B) pursuant to §§101(f), (k) or 101(l) of ERISA with respect to any Multiemployer Plan, that following written request of the Administrative Agent to do so, any such Borrower or any ERISA Affiliate shall request from any plan administrator or plan sponsor; (ii) following receipt or issuance thereof, any material correspondence between such Borrower or any of its Restricted Subsidiaries and the relevant authorities in respect of any Canadian Plan or Foreign Plan, as the case may be, concerning liabilities or potential liabilities that would reasonably be expected to exceed $50,000,000; and (iii) promptly following the occurrence of an ERISA Event that would reasonably be expected to cause liabilities or potential liabilities in excess of $50,000,000, written notice thereof.

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Notice to the Administrative Agent and each of the Lenders shall be deemed to have been given by each Borrower and any applicable Restricted Subsidiary, and the requirements of this §9.5.5 shall be deemed to have been satisfied, upon posting to (x) the website of GWI or (y) EDGAR of any press release, 8-K or quarterly or annual public filings regarding any occurrence referred to in this §9.5.5.

9.6 Preservation of Existence; Maintenance of Properties. Each Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, rights and franchises and those of its Restricted Subsidiaries and will not, and will not cause or permit any of its Restricted Subsidiaries to, convert to a limited liability company or a limited liability partnership. Each Borrower (a) will cause all of its properties and those of its Restricted Subsidiaries used or useful in the conduct of its business or the business of their Restricted Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of each Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, (c) will, and will cause each of its Restricted Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses and (d) will, and will cause each of its Restricted Subsidiaries to, maintain and perfect all material security interests in its favor in the ordinary course of business; provided that nothing in this §9.6 shall prevent any of the Borrowers from discontinuing the operation and maintenance of any of its properties or any of those of its Restricted Subsidiaries, including the existence of any Restricted Subsidiary of any of the Borrowers or the conversions of any Restricted Subsidiary of the Borrowers to a limited liability company or limited liability partnership, if such discontinuance or conversion is, in the judgment of such Borrower, desirable in the conduct of its or their business and that do not in the aggregate have a Material Adverse Effect and, with respect to the conversions of a Borrower or a Restricted Subsidiary to a limited liability company or limited liability partnership, substantially simultaneously with such conversion, such Borrower or Restricted Subsidiary shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue such Borrower’s or such Restricted Subsidiary’s obligations in respect of this Credit Agreement and the other Loan Documents. Specifically, but not in limitation of the foregoing, the Domestic Borrowers and each of the U.S. Guarantors will maintain such an appropriate “FRA Class” rating on its railroad lines as is reasonable and prudent in light of all the relevant facts and circumstances.

9.7 Insurance. Each Borrower will, and will cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers insurance (including flood insurance on a Building or Manufactured (Mobile) Home) with respect to their properties and business against such casualties and contingencies as shall be in accordance with the general practices of businesses engaged in similar activities in similar geographic areas and in amounts, containing such terms, in such forms and for such periods as described on Schedule 9.7 and as may be reasonable and prudent and all such insurance shall (i) to the extent such insurance is obtainable after the Borrowers’ use of commercially reasonable efforts, provide for not less than 30 days’ prior notice by the insurer of such insurance to the Administrative Agent of termination, lapse or cancellation of such insurance and (ii) name the Administrative Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable.

9.8 Taxes. Each Borrower will, and will cause each of its Restricted Subsidiaries to, duly pay and discharge, or cause to be paid and discharged, all material Taxes imposed upon it and its real properties, sales and activities, or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies that if unpaid might by law become a Lien or charge upon any of its property in each case, except where (a) the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and (b) such Borrower or such Restricted Subsidiary shall have set

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aside on its books adequate reserves (in the good faith judgment of management of such Borrower or such Restricted Subsidiary) with respect thereto in accordance with GAAP; provided, however, that each Borrower and each of their Restricted Subsidiaries will pay all such Taxes forthwith upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor.

9.9 Inspection of Properties and Books, Etc.

9.9.1. General. Each Borrower shall permit the Lenders, through any Agent or any of the Lenders’ other designated representatives, to visit and inspect any of the properties of the Borrowers or any of their Restricted Subsidiaries, to examine the books of account of the Borrowers and their Restricted Subsidiaries (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Borrowers and their Restricted Subsidiaries with, and to be advised as to the same by, their officers, all upon prior written notice (so long as no Event of Default has occurred and is continuing) and at such reasonable times and intervals as any Agent or any Lender may reasonably request.

9.9.2. Communications with Accountants. The Borrowers authorize each Agent and, if accompanied by such Agent, the Lenders, to communicate directly with the Borrowers’ independent certified public accountants and authorize such accountants to disclose to each Agent and the Lenders any and all financial statements and other supporting financial documents and schedules, including copies of any management letter with respect to the business, financial condition and other affairs of the Borrowers or any of their Restricted Subsidiaries. At the request of any Agent, the Borrowers shall deliver a letter addressed to such accountants instructing them to comply with the provisions of this §9.9.2.

9.10 Compliance with Laws, Contracts, Licenses, and Permits.

(a) Each Borrower will, and will cause each of its Restricted Subsidiaries to, comply with (a) the applicable laws and regulations wherever their business is conducted, including all Environmental Laws, (b) the provisions of its Governing Documents, (c) all material agreements and instruments by which they or any of their properties may be bound and (d) all applicable decrees, orders, and judgments, where, with respect to clauses (a), (c) and (d) only, failure to so comply could have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrowers or any of their Restricted Subsidiaries may fulfill any of their obligations hereunder or any of the other Loan Documents to which such Borrower or such Restricted Subsidiary is a party, such Borrower will, or (as the case may be) will cause such Restricted Subsidiary to, immediately take or cause to be taken all reasonable steps within the power of such Borrower or such Restricted Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof.

(b) Notwithstanding §9.10(a), each of the Australian Borrower and each Australian Guarantor incorporated under the laws of the Commonwealth of Australia will, and will cause each of its Restricted Subsidiaries incorporated in Australia to, comply with Chapter 2E and Part 2J.3 of the Corporations Act 2001 (Cwlth) in connection with its entry into, and performance of its obligations under, any Loan Document.

9.11 PPSA (Australia) Further Assurances.

(a) If any Agent determines that this Credit Agreement or any other Loan Document (or a transaction in connection with this Credit Agreement or such other Loan Document) is or contains a security interest as defined in and/or for the purposes of a PPS Law and arising between any Loan Party

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on the one hand and any Agent or Secured Party on the other hand, the Loan Parties agree to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which such Agent reasonably requests and deems necessary for the purposes of:

(i) providing more effective security over the Collateral or any other personal property (as defined in the PPSA (Australia)) over which a Secured Party has a security interest for the purposes of the PPS Law;

(ii) ensuring that the security interest is enforceable, perfected and otherwise effective;

(iii) enabling the applicable Agent to apply for any registration or give any notification in connection with the security interest so that the security interest has the priority required by such Agent; or

(iv) enabling the applicable Agent to exercise rights in connection with the security interest;

it being understood that everything a Loan Party is required to do under this §9.11 is at such Loan Party’s expense. Each Loan Party agrees to pay or reimburse the costs and expenses of the applicable Agent in connection with anything such Loan Party is required to do under this §9.11.

(b) No Agent shall be required to provide any notice under a PPS Law (including a notice of a verification statement (as defined in the PPSA (Australia)) unless such notice is required by such PPS Law and cannot be excluded.

(c) Notwithstanding any other provision contained herein, the parties hereto agree not to disclose any information of the kind referred to in §275(1) of the PPSA (Australia) to any Person making a request for such information pursuant to that section of the PPSA (Australia), unless such parties are required to do so by operation of §275(7) of the PPSA (Australia).

(d) To the extent permitted by law, the parties agree that the following provisions of the PPSA (Australia) will not apply to any Loan Document or any Lien granted under a Loan Document:

(i) any Loan Party’s right to receive a notice under sections 95, 118, 121(4), 130 and 135 of the PPSA (Australia) and to receive a statement of account under section 132(4) of the PPSA (Australia);

(ii) the obligations of any Agent under sections 125 and 132(3)(d) of the PPSA (Australia);

(iii) sections 142 and 143 of the PPSA (Australia); and

(iv) the application of Part 4.3 of the PPSA (Australia) (other than sections 126, 128(1), 129(1), 133, 134(1), 138B and 138C), if Part 4.3 of the PPSA (Australia) would apply by virtue of section 116(2) of the PPSA (Australia).

(e) Each Loan Party agrees to take reasonable steps to identify security interests in its favor which are registrable under the PPSA (Australia) and, where these are material in nature, to perfect and protect them with the highest priority reasonably available.

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9.12 Use of Proceeds. Each Borrower will use the proceeds of the Loans and each Borrower will obtain Letters of Credit solely for the purposes set forth in §8.14.

9.13 Further Assurances. Each Borrower will, and will cause each of its Restricted Subsidiaries to, cooperate with the Lenders and each Agent and execute such further instruments and documents as the Lenders or any Agent shall reasonably request to carry out to their reasonable satisfaction the transactions contemplated by this Credit Agreement and the other Loan Documents.

9.14 Additional Subsidiaries; Additional Collateral.

(a) The Borrowers shall upon the creation, acquisition or designation after the Restatement Effective Date of a new Restricted Subsidiary, cause each such Restricted Subsidiary to(other than the Aus JV and its Subsidiaries) to promptly (and in any event within 45 days of such creation, acquisition or designation (as may be extended in the sole discretion of the Administrative Agent)) execute and deliver to the Administrative Agent for the benefit of the Lenders and Agents an Instrument of Adherence (Guaranty), in substantially the form of Exhibit E or such other form as may be reasonably acceptable to the Administrative Agent (and including, with respect to any Foreign Guarantors, any applicable customary limitations as may be reasonably acceptable to the Administrative Agent on the guarantee of such Foreign Guarantors) (an “Instrument of Adherence (Guaranty)”), whereby such Restricted Subsidiary becomes a party to the applicable Loan Documents, provided that Foreign Subsidiaries will not execute a Guaranty of U.S. Obligations; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations if such Subsidiary is a CFC, a CFC Holdco or a Subsidiary of a CFC; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations or Foreign Obligations if (A) the Guaranty of the U.S. Obligations or the Foreign Obligations, as applicable, (i) would result in a legal impediment or a material adverse tax impact to GWI and its Subsidiaries with respect to any such Guaranty as reasonably determined by GWI, (ii) would result in a violation of a contractual obligation existing on the Restatement Effective Date or (iii) would, in the case of any Foreign Guarantor, violate any applicable laws to which such Foreign Guarantor is subject (other than, except with respect to any Immaterial Foreign Subsidiary, in connection with a Permitted Acquisition or a Minor Permitted Acquisition) (provided that, if the execution of a Guaranty by a Restricted Subsidiary incorporated under the laws of the Commonwealth of Australia would constitute financial assistance for the purposes of section 260A of the Corporations Act 2001 (Cwlth), the Borrowers shall cause that Restricted Subsidiary to comply with the requirements of section 260B of the Corporations Act 2001 (Cwlth) in order to ensure that execution of a Guaranty will not violate section 260A of the Corporations Act 2001 (Cwlth)) or (B) GWI and the Administrative Agent reasonably agree in writing that the cost of providing such a Guaranty is excessive in relation to the value afforded thereby. If reasonably requested by any Agent, the Borrowers shall deliver to the Agents and the Lenders legal opinions in form and substance satisfactory to the Agents opining as to the authorization, validity and enforceability of such Instrument of Adherence (Guaranty) and the other documentation delivered in connection therewith and as to such other matters as any Agent may reasonably request. In addition, the Borrowers shall upon the acquisition or creation of any new Subsidiary, promptly (and in any event within 45 days (as may be extended in the sole discretion of the Administrative Agent)) notify the Lenders thereof and provide the Agents and the Lenders with an updated Schedule I and Schedule 8.16(a) to reflect the formation or acquisition of each new Subsidiary. The Borrowers shall indicate on Schedule 8.16(a) whether the newly formed or acquired Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary under this Credit Agreement. Notwithstanding the other provisions of this §9.14, any Restricted Subsidiary in which any of the Borrowers or any of the Restricted Subsidiaries have collectively invested less than $1,000,000, and so long as such Restricted Subsidiary shall not have (a) assets in excess of $1,000,000, (b) annual revenue in excess of $1,000,000 or (c) liabilities in excess of $1,000,000, shall not be required to become a party to the Guaranty. For the avoidance of doubt, any Person placed in a voting trust substantially similar to the voting trust entered into on the Closing Date shall not be deemed an acquisition of a new Restricted Subsidiary for purposes of this §9.14 until such Person is released from such voting trust.

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(b) Upon the execution and delivery to the Administrative Agent for the benefit of the Lenders and Agents of an Instrument of Adherence (Guaranty) as required by §9.14(a), an Election to Participate as provided by §6.23 with respect to any Designated Subsidiary or, in the case of the UK Borrower or UK Guarantor party hereto on the date hereof, the date hereof, or such later date specified below, then the Borrowers shall cause such Subsidiary (or the direct parent company of such Subsidiary, as applicable), to the extent required below, at the Borrowers’ expense:

(i) unless such Subsidiary is an Excluded Subsidiary, to furnish to the Administrative Agent a description of the personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,

(ii) within 90 days (as may be extended in the sole discretion of the Administrative Agent) after the execution and delivery to the Administrative Agent for the benefit of the Lenders and Agents of an Instrument of Adherence (Guaranty), cause such Subsidiary and, in the case of clause (B) below, each direct and indirect parent of such Subsidiary (if it has not already done so) to (A) unless such Subsidiary is an Excluded Subsidiary, to duly execute and deliver to the Administrative Agent applicable Security Agreement supplements, Perfection Certificate (or Canadian Perfection Certificate, as applicable), Intellectual Property Security Agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, (B) unless such Subsidiary is an Excluded Subsidiary, to deliver to the Administrative Agent all certificates, if any, representing the Capital Stock in and of such Subsidiary, and other instruments of the type specified in the relevant UK Pledge Agreement, the relevant Australian Security Agreement or in §3.4 and §3.4 of the U.S. Security Agreement and Canadian Security Agreement (as applicable) or any similar Collateral Document executed after the date hereof (other than documents referred to in clause (c) below), in each case securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and (C) to the extent such Subsidiary is (i) the UK Borrower, (ii) RailInvest or (iii) is a UK Subsidiary that is a Material Foreign Subsidiary, duly execute and deliver to the Administrative Agent a UK Pledge Agreement or other agreement pledging the Capital Stock of such Subsidiary, in each case, in form and substance reasonably satisfactory to the Administrative Agent and deliver to the Administrative Agent all certificates, if any, representing the Capital Stock in and of such Subsidiary and other instruments specified therein,

(iii) unless such Subsidiary is an Excluded Subsidiary, within 90 days (as may be extended in the sole discretion of the Administrative Agent) after the execution and delivery to the Administrative Agent for the benefit of the Lenders and Agents of an Instrument of Adherence (Guaranty), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the filing of the UCC and PPSA financing statements and RPMRR registrations, the giving of notices and the endorsement of notices on title documents) may be necessary in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the assets purported to be subject to the Collateral Documents, supplements to the Collateral Documents as required thereby, Intellectual Property Security Agreements, Perfection Certificate (or Canadian Perfection Certificate, as applicable) and security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents, and

(iv) within 90 days (as may be extended in the sole discretion of the Administrative Agent) after the execution and delivery to the Administrative Agent for the benefit of the Lenders and Agents of an Instrument of Adherence (Guaranty), cause such Subsidiary to deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request;

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(c) With respect to any acquired Collateral (other than Collateral that becomes subject to a Collateral Document pursuant to the requirements of §9.14(b)), upon the acquisition of any property which shall constitute Collateral pursuant to the applicable Collateral Documents by any Loan Party (other than Excluded Subsidiaries), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrowers shall, at the Borrowers’ expense:

(i) concurrently with the next scheduled delivery of financial statements pursuant to §9.4(a) or (b) for the fiscal quarter during which such new or additional property was acquired, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,

(ii) within 90 days (or such longer period as the Administrative Agent may agree in its sole discretion) after furnishing the information required by §9.14(c)(i), cause the applicable Loan Party to duly execute and deliver to the Administrative Agent supplements to the Collateral Documents, Intellectual Property Security Agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,

(iii) within 90 days (or such longer period as the Administrative Agent may agree in its sole discretion) after furnishing the information required by §9.14(c)(i), cause the applicable Loan Party to take whatever action (including the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law)), and

(iv) within 90 days (or such longer period as the Administrative Agent may agree in its sole discretion) after furnishing the information required by §9.14(c)(i), cause the applicable Loan Party to deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request;

provided that notwithstanding anything to the contrary herein or in the applicable Collateral Documents, (A) control agreements will not be required to perfect any Lien of the Administrative Agent in deposit,

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securities and commodities accounts, (B) exercise of certain remedies under the Loan Documents may be subject to compliance with the ICC Termination Act of 1995, as amended, and other applicable governmental regulations and (C) any right, title or interest in any permit, license, agreement or contract shall be excluded from the Collateral (x) to the extent and for so long as the grant of a security interest in such permit, license, agreement or contract would cause a default (which has not been waived or otherwise consented to) under such permit, license, agreement or contract (after giving effect to §9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provisions) of any relevant jurisdiction or any other applicable law or principles of equity) or (y) to the extent and for so long as the grant of a security interest in such property or asset is prohibited by any applicable law, requires a consent pursuant to any applicable contract or lease or requires a consent not obtained of any governmental authority pursuant to any applicable law, statute or regulation.

(d) At any time upon the reasonable request of the Administrative Agent, the Loan Parties agree to promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary in obtaining substantially all the benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, Mortgages, supplements to the Collateral Documents as required thereby, Intellectual Property Security Agreements and other security and pledge agreements.

(e) The Borrowers must ensure that (i) each Restricted Subsidiary incorporated under the laws of the Commonwealth of Australia which is required to execute and deliver to the Administrative Agent for the benefit of the Lenders and Agents an Instrument of Adherence (Guaranty) in accordance with this §9.14 where such execution and delivery constitutes financial assistance for the purposes of section 260A of the Corporations Act 2001 (Cwlth), complies with section 260B of the Corporations Act 2001 (Cwlth) and (ii) if such execution and delivery constitutes financial assistance for the purposes of section 260A of the Corporations Act 2001 (Cwlth), the shareholders of each such Restricted Subsidiary approve the giving of financial assistance by undertaking the procedures referred to in section 260B of the Corporations Act 2001 (Cwlth), in each case, in connection with the entry into an performance of obligations by such Restricted Subsidiaries under and in connection with the Loan Documents.

(f) The Administrative Agent is authorized to enter into all necessary release documents and take any other actions necessary to release and discharge in full the Liens on the Australian Collateral under the Collateral Documents upon the Aus Repayment.

9.15 Notice to Dutch Central Bank. The European Borrowers will comply with the notice requirements to the Dutch Central Bank pursuant to the Act on Foreign Financial Relations 1994 (Wet financiële betrekkingen buitenland 1994) and regulations promulgated thereunder and will provide the Administrative Agent with a copy of any notice provided to the Dutch Central Bank contemporaneously with the filing or mailing thereof.

9.16 Collateral Further Assurances.

(a) The Borrowers will, promptly upon request by the Administrative Agent, or the Required Lenders through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Restricted Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the

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validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Restricted Subsidiaries is or is to be a party, and cause each of its Restricted Subsidiaries to do so. Notwithstanding the foregoing, Mortgages shall not be recorded in any Recording Tax State unless the Total Leverage Ratio for the last four fiscal quarters at the end of which financial statements under §9.4 were required to have been delivered rises above the then applicable Total Leverage Ratio set forth in §11.1 minus 0.25 and the Administrative Agent shall have provided notice of its intent to record such Mortgages at least five Business Days in advance of such recording, at which point each Loan Party shall cause, within 60 days of such notice, such Mortgages to be recorded.

(b) Within 180 days of the Restatement Effective Date and the date of any other amendment, amendment and restatement, modification or supplementation to this Credit Agreement, the Borrowers shall, and shall cause each applicable Loan Party to, deliver to the Administrative Agent the following (unless such period is extended by the Administrative Agent in its reasonable discretion), either:

(i) E-mail correspondence provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that:

(A) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in the Mortgage), including the Obligations evidenced by this Credit Agreement, and the other Loan Documents executed in connection therewith, for the benefit of the Secured Parties; and

(B) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, and the other Loan Documents executed in connection therewith, for the benefit of the Secured Parties; or

(ii) such other documentation with respect to the Mortgaged Property, in each case in form and substance reasonably acceptable to the Administrative Agent, as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, without limitation:

(A) an amendment to the existing Mortgage (the “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Administrative Agent;

(B) a favorable opinion, addressed to the Administrative Agent and the Secured Parties, covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage as amended by the Mortgage Amendment, and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent; and

(C) evidence of payment by the Borrowers of mortgage recording taxes, fees and charges required to be paid in connection with the recording or filing of the Mortgage Amendment referred to above.

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(c) Notwithstanding anything to the contrary herein, no Security Agreement shall be required to grant or perfect any Lien if to do so will result in that Security Agreement being liable to ad valorem mortgage duty payable in New South Wales, Australia unless the Total Leverage Ratio for the last four fiscal quarters at the end of which financial statements under §9.4 were required to have been delivered rises above the then-applicable Total Leverage Ratio set forth in §11.1 minus 0.25 and the Administrative Agent shall have provided notice to GWI requiring the grant and perfection of such Liens, at which point each Loan Party shall cause, within 60 days of such notice, such Liens to be granted and perfected; provided that GWI will not and will not permit any of its Restricted Subsidiaries to create or incur or suffer to be created or incurred or to exist any Lien upon any assets or property that is excluded by this §9.16(c) without first granting the Administrative Agent for the benefit of the Secured Parties a senior Lien on such assets or property except for Permitted Liens (other than Liens permitted pursuant to §§10.2(h), (l) (solely with respect to incurred Indebtedness) and (s)).

9.17 Information Regarding Collateral. The Borrowers shall, and shall cause each Restricted Subsidiary to provide (a) written notice to the Administrative Agent within 30 days (or such longer period as the Administrative Agent may agree in its sole discretion) of any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, registered office or domicile and, in the case of the Canadian Borrower and each Canadian Guarantor, in the location of any of its tangible personal property (if it will be located out of the respective jurisdictions specified in the Canadian Perfection Certificate), (iii) in any Loan Party’s identity or organizational structure or (iv) in any Loan Party’s jurisdiction of organization (in each case, including by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), and to take all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable, and (b) concurrently with the delivery of financial statements pursuant to §9.4(a), deliver to the Administrative Agent a Perfection Certificate Supplement.

9.18 UK Pensions Matters.

(a) The Borrowers shall, as soon as reasonably practicable, notify the Administrative Agent of any investigation or proposed investigation by the Pensions Regulator which threatens to, or is reasonably likely to, lead to the issue of a UK Pension Scheme Financial Support Direction or a UK Pension Scheme Contribution Notice to any Borrower or any of its Subsidiaries, unless such UK Pension Scheme Financial Support Direction or UK Pension Scheme Contribution Notice being issued could not reasonably be expected to have a Material Adverse Effect. The Borrowers shall, as soon as reasonably practicable, notify the Administrative Agent if any Borrower or any of its Subsidiaries receives a UK Pension Scheme Financial Support Direction or a UK Pension Scheme Contribution Notice from the UK Pensions Regulator, unless such UK Pension Scheme Financial Support Direction or UK Pension Scheme Contribution Notice being issued could not reasonably be expected to have a Material Adverse Effect.

(b) The UK Borrower shall ensure that, in relation to all pension schemes operated by or maintained for the benefit of any UK Loan Party, no action or omission (including, without limitation, the termination or commencement of winding up proceedings of any such pension scheme or any UK Loan Party ceasing to employ any member of such a pension scheme) is taken by any UK Loan Party in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect.

(c) Except for the UK Pension Scheme, the Borrowers shall ensure that no Borrower, or Subsidiaries of a Borrower, is at any time: (i) an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004 of the United Kingdom) of an occupational pension scheme established in the UK which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993 of the United Kingdom), except as could not reasonably be expected to have a Material Adverse Effect; or (ii) “connected” with or an “associate” of (as those terms are used in sections 38 or 43 of the Pensions Act 2004 of the United Kingdom) such an employer, except as could not (upon the issue of a UK Pension Scheme Financial Support Direction or UK Pension Scheme Contribution Notice) be reasonably expected to have a Material Adverse Effect.

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9.19 [Reserved].

9.20 Tax Consolidation Undertakings.

(a) Each of the Australian Borrower and each Australian Guarantor, to the extent such Persons are members of the Australian Consolidated Group, will not, and will ensure that each other member of the Australian Consolidated Group will not, (i) amend, modify or waive any rights under the Australian Tax Sharing Agreement or the Australian Tax Funding Agreement which would have an adverse effect of the rights and interests of any Agent or any Lender or (ii) terminate, repudiate, rescind or revoke the Australian Tax Sharing Agreement or the Australian Tax Funding Agreement, in each case, unless the Administrative Agent has provided its prior written consent.

(b) Each of the Australian Borrower and each Australian Guarantors, to the extent such Persons are members of the Australian Consolidated Group, will, and will ensure that each other member of the Australian Consolidated Group will, (i) enforce all of its material rights under the Australian Tax Sharing Agreement and the Australian Tax Funding Agreement in a manner consistent to that which a reasonable prudent person in its position would act as if the other parties to those agreements were independent persons with whom it had dealt with at arm’s length, (ii) take all action available to it to ensure the Australian Tax Sharing Agreement and the Australian Tax Funding Agreement remain in full force and effect and (iii) notify the Administrative Agent of any material breach of a term of the Australian Tax Sharing Agreement or the Australian Tax Funding Agreement to the extent that breach impacts the Australian Borrower or any Australian Guarantor, to the extent such Persons are members of the Australian Consolidated Group, promptly after its occurrence.

10. CERTAIN NEGATIVE COVENANTS OF THE BORROWERS.

From and after the Restatement Effective Date, each Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or other Obligation (other than contingent obligations for which no claim has been asserted) is outstanding or any Lender has any obligation to make any Loans or the Issuing Lender has any obligation to issue or extend any Letters of Credit:

10.1 Restrictions on Indebtedness. The Borrowers will not, and will not permit any of their Restricted Subsidiaries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than:

(a) Indebtedness to the Lenders, the Issuing Lender and each Agent arising under any of the Loan Documents (including, for the avoidance of doubt, Incremental Loans and Extended Loans);

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(b) Indebtedness in respect of Taxes and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of §9.8;

(c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which any Borrower or any of its Restricted Subsidiaries shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;

(d) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;

(e) Indebtedness of any of the Borrowers or any of their Restricted Subsidiaries to any of the Borrowers or any of their other Restricted Subsidiaries consisting of rights of reimbursement, contribution, subrogation and the like in connection with the joint and several obligations of the Borrowers and their Restricted Subsidiaries under the Loan Documents;

(f) [Reserved]any Aus Local Financing, any Aus Intercompany Loan and any subordinated loans by the Co-Investor or any Domestic Borrower or any Subsidiary thereof to the Aus JV in connection with the Aus JV Disposition;

(g) Indebtedness existing on the Restatement Effective Date and listed and described on Schedule 10.1, including any extensions or refinancings thereof on substantially similar terms as the Indebtedness being refinanced and provided that there is no increase in the amount thereof;

(h) Indebtedness of any Loan Party to any other Loan Party, provided that the aggregate amount of any Indebtedness of any Foreign Loan Party to any U.S. Loan Party shall not exceed 10% of Consolidated Total Assets;

(i) Indebtedness of the Borrowers with respect to Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; provided that such Hedging Agreements are not in respect of credit default swap derivatives or equity derivatives;

(j) Indebtedness in respect of performance, surety, statutory, insurance, appeal or similar bonds obtained in the ordinary course of business, including any guarantee thereof;

(k) Indebtedness of the Borrowers or any of their Restricted Subsidiaries incurred or assumed or in respect of guaranties of obligations in connection with Permitted Acquisitions, in an amount not to exceed 15% of Consolidated Total Assets which permitted amount of Indebtedness shall be reduced by any Indebtedness incurred pursuant to §10.1(m);

(l) unsecured Indebtedness of GWI or any U.S. Loan Party (including Indebtedness in respect of term loans, public debt offerings and private placements); provided that (x) such Indebtedness shall not have maturity dates prior to the Latest Maturity Date, (y) such Indebtedness shall not have covenants and default and remedy provisions that are more restrictive (taken as a whole) than those set forth in this Credit Agreement determined in good faith by GWI

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and (z) at the time of incurrence thereof, on a pro forma basis calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof after giving effect to such Indebtedness GWI and its Restricted Subsidiaries would be in compliance with the covenants set forth in §11 as at the end of and for the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof;

(m) other Indebtedness not included in the other provisions of this §10.1 in an amount not to exceed 15% of Consolidated Total Assets, so long as at the time of incurrence thereof on a pro forma basis calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof, after giving effect to such Indebtedness and the use of proceeds thereof, the Borrowers would be in compliance with the covenants set forth in §11 which permitted amount of Indebtedness shall be reduced by any Indebtedness incurred or assumed pursuant to §10.1(k);

(n) Indebtedness of any Loan Party to any Non-Guarantor Subsidiary; provided that all such Indebtedness (i) does not exceed 5% of Consolidated Total Assets and (ii) shall be subordinated to the Obligations such that no payments or demands in respect of such Indebtedness shall be made to the extent an Event of Default exists or would result therefrom;

(o) [Reserved];

(p) obligations among the members of the Australian Consolidated Group under the Australian Tax Sharing Agreement;

(q) Indebtedness of GWA (North) in favor of AustralAsia due in the year 2054 in an accreteda principal amount not to exceed AUD50,000,000 in the aggregate at any time outstanding; or any Indebtedness incurred as a refinancing in respect thereof and any obligations in respect of any guarantee thereof by any Loan Party; provided that with respect to any refinancing of such Indebtedness (and any obligations in respect of any such guarantee thereof) (r) there shall be no increase in the principal amount of Indebtedness thereof and (ii) the maturity of the principal amount of Indebtedness thereof may not be shortened;

(rs) arising under any bank guarantee, surety (Bürgschaft) or any other instrument issued by a bank or financial institution upon request of any Loan Party in order to comply with the requirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV));

(st) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case, of a Loan Party;

(tu) Permitted Unsecured Indebtedness, Permitted First Lien Indebtedness and Permitted Second Lien Indebtedness in an aggregate amount not to exceed the Maximum Incremental Facilities Amount less the amount of all Incremental Revolving Commitments and Incremental Term Loans effected at or prior to the time of incurrence of such Permitted Unsecured Indebtedness, Permitted First Lien Indebtedness and Permitted Second Lien Indebtedness pursuant to §6.18.1; and

(uv) (i) Indebtedness under the 2012 Convertible Equity Documents and any refinancings, refundings, renewals or extensions of the foregoing (provided that such refinancing, refunding, renewal or extension shall not (A) shorten the maturity of the principal amount thereof,

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(B) shorten the Weighted Average Life to Maturity thereof, (C) be guaranteed by any Subsidiaries, (D) provide for mandatory cash redemption or sinking fund provisions thereof (other than cash in lieu of fractional shares), (E) have covenants, events of default, guarantees or other terms of which (other than pricing) taken as a whole, are more restrictive to the Domestic Borrowers and its Subsidiaries than those in the 2012 Convertible Equity Documents and (F) increase the principal amount thereof in excess of the amount permitted under this clause (u)(i)), (ii) Indebtedness in the form of securities under any documentation substantially similar to the 2012 Convertible Equity Documents (other than pricing) and any refinancings, refundings, renewals or extensions of the foregoing (provided that such refinancing, refunding, renewal or extension shall not (A) shorten the maturity of the principal amount thereof, (B) shorten the Weighted Average Life to Maturity thereof, (C) be guaranteed by any Subsidiaries, (D) provide for mandatory cash redemption or sinking fund provisions thereof (other than cash in lieu of fractional shares), (E) have covenants, events of default, guarantees or other terms of which (other than pricing) taken as a whole, are more restrictive to the Domestic Borrowers and its Subsidiaries than those in the 2012 Convertible Equity Documents and (F) increase the principal amount in excess of the amount permitted under this clause (u)(ii)); provided that the aggregate principal amount of Indebtedness outstanding under this §10.1(u) shall not exceed $32,500,000 in the aggregate and (iii) Indebtedness in respect of any equity of non-wholly-owned Subsidiaries acquired pursuant to any Permitted Acquisition, Minor Permitted Acquisition or other Investment permitted under §10.3.

10.2 Restrictions on Liens. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:

(a) Liens in favor of any Agent for the benefit of the Lenders, the Hedge Banks, the Cash Management Banks and any Agent under the Loan Documents;

(b) Liens for Taxes in respect of obligations not yet due or that are being contested in good faith and by appropriate proceedings or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;

(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;

(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);

(e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently

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conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(f) easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases or subleases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;

(g) Liens existing on the Restatement Effective Date and listed on Schedule 10.2 and any extensions or renewals thereof; provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;

(h) other Liens not included in the other provisions of this §10.2 in respect of Indebtedness in an amount not to exceed at the time of incurrence thereof 10% of Consolidated Total Assets calculated on a pro forma basis calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof;

(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j);

(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;

(k) Liens comprised of (i) any security or quasi-security arising under any retention of title, extended retention of title (verlängerter Eigentumsvorbehalt), or, in the case of an extended retention of title arrangement, receivables resulting from the sale of such; (ii) any Lien arising under the general terms and conditions of banks and Sparkassen (Allgemeine Geschäftsbedingungen der Banken und Sparkassen) or similar general terms and conditions of banks with whom any Loan Party maintains a banking relationship in the ordinary course of business; (iii) any landlord’s pledge (Vermieterpfandrecht) arising by operation of law under a lease in favour of the relevant third party landlord; (iv) any security or quasi-security given in order to comply with the requirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV); and (v) any security or quasi-security in respect of liabilities owed to a German intra-group lender in connection with any cash pooling arrangement;

(l) Liens securing Indebtedness assumed or incurred in connection with a Permitted Acquisition pursuant to §10.1(k); provided that (i) in the case of assumed Liens, such Liens are not created, incurred or assumed in anticipation of or in connection with such Permitted Acquisition, Minor Permitted Acquisition or other Investment, (ii) in the case of assumed Liens, such Liens are limited to all or part of the same property and other assets that secured such Indebtedness to which such Liens relate and (iii) in the case of Liens incurred in contemplation of a Permitted Acquisition such Liens cover only the real or personal property acquired in connection with such Permitted Acquisition;

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(m) in respect of the European Borrowers only, any Lien arising under clause 24 or 25 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging van Banken) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;

(n) first priority Liens granted by GWA (North) in favor of the Australian Borrower (as security trustee) securing the intercompany loans originally provided by RP and the Australian Borrower respectively to GWA (North) in connection with the Australian Acquisition and, after the Restatement Effective Date, provided by the Australian Borrower and Viper Line Pty Limited respectively to GWA (North); provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;

(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q);

(p) Liens granted in the ordinary course of business in connection with Government Grants;

(q) Liens provided for by one of the following transactions if the transaction does not, in substance, secure payment or performance of an obligation: (i) a transfer of an account or chattel paper, (ii) a commercial consignment or, (iii) a PPS lease (each as defined in the PPSA);

(r) Liens arising under conditional sale or other title retention arrangement or arrangements having similar effect in respect of goods supplied to any Borrower or any of its Restricted Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any Borrower or any of its Restricted Subsidiaries;

(s) Liens on the Collateral securing (i) Permitted First Priority Refinancing Debt and Permitted First Lien Indebtedness, in each case, subject to the Pari Passu Intercreditor Agreement or (ii) Permitted Second Priority Refinancing Debt and Permitted Second Lien Indebtedness, in each case, subject to the Second Lien Intercreditor Agreement;

(t) every Lien or retention of title arrangement securing the unpaid balance of purchase money for property acquired in the ordinary course of ordinary business under an installment contract on the supplier’s standard terms where such unpaid balance is not yet due;

(u) every Lien arising solely by operation of the PPSA (Australia) in the proceeds of an asset which is the subject of a Lien or retention of title arrangement referred to in paragraph (r) of this §10.2 or any commingled product or mass of which it becomes part, where the obligation secured by that Lien is limited to the unpaid balance of the purchase money for the original asset and that unpaid balance is not yet due; and

(v) any Lien in relation to personal property (as defined in the PPSA (Australia) that is created or provided for by (i) a transfer of an “Account” or “Chattel Paper”; (ii) a “PPS Lease”; or (iii) a “Commercial Consignment”, (as each of those terms are defined in the PPSA (Australia)) that is not a security interest within the meaning of Section 12(1) of the PPSA (Australia).; and

(w) Liens on the assets of Aus JV and its Subsidiaries securing any Aus Local Financing.

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Notwithstanding the provisions of this §10.2, none of the preceding exceptions will apply to any Aus Intercompany Loan other than those set forth in clauses (a), (b), (d), (k) or (p).

10.3 Restrictions on Investments. Each Borrower will not, and will not permit its Restricted Subsidiaries to, make or permit to exist or to remain outstanding any Investment except the Borrowers and their Restricted Subsidiaries may make or permit to exist or to remain outstanding:

(a) Investments in Cash Equivalents;

(b) Investments existing on the Restatement Effective Date and listed on Schedule 10.3;

(c) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,500,000 in the aggregate at any time outstanding;

(d) Investments by any of the Borrowers or any of their Restricted Subsidiaries consisting of rights of reimbursement, contribution, subrogation and the like in connection with the joint and several obligations of such Restricted Subsidiaries under the Loan Documents;

(e) Investments of any Loan Party in any Non-Guarantor Subsidiary; provided that all such Investments pursuant to this §10.3(e) at the time made do not exceed the greater of (x) $150,000,000 in the aggregate and (y) an unlimited amount so long as (f) the Total Leverage Ratio on a pro forma basis calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof after giving effect to such Investments and any borrowings incurred to make such Investments is less than 3.00 to 1.00 and (ii) no Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom;

(g) Investments made in connection with a Permitted Acquisition;

(h) Investments made pursuant to the RailInvest Acquisition Agreement;

(i) Investments made by (A) any Loan Party in any other Loan Party, (B) any non-Loan Party in any Loan Party or (C) any non-Loan Party in any other non-Loan Party, in each case to effect the Corporate Restructuring;

(j) other Investments by the Borrowers and their Restricted Subsidiaries, provided that (A) the aggregate amount of such Investments at the time made shall not exceed (i) to the extent the pro forma Total Leverage Ratio exceeds 2.50 to 1.00, 5% of Consolidated Total Assets calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof after giving effect to such Investments, and (ii) to the extent the pro forma Total Leverage Ratio is less than or equal to 2.50 to 1.00, 10% of Consolidated Total Assets calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof after giving effect to such Investments and (B) no Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom;

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(k) Investments by the members of the Australian Consolidated Group in other members of the Australian Consolidated Group in respect of obligations under the Australian Tax Sharing Agreement;

(l) Investments made by (A) any U.S. Loan Party in any other U.S. Loan Party, (B) any Foreign Loan Party in any other Foreign Loan Party, (C) any non-Loan Party in any Loan Party; or (D) any non-Loan Party in any other non-Loan Party; provided that to the extent any Investments made pursuant to clause (C) are intercompany loans, such Investments shall be subordinated to the Obligations such that no payments or demands in respect of such Investments shall be made to the extent an Event of Default exists or would result therefrom;

(m) Investments in the form of a guaranty by GWI of GWA (North)’s obligations under the Australian Acquisition BSA; provided that GWI’s liability under such guaranty shall be limited to an aggregate amount not to exceed $200,000,000; and

(n) Investments in respect of Hedging Agreements entered into in the ordinary course of business and not for speculative purposes.; and

(o) (i) the Aus JV Disposition on the Aus Reorganization Date and (ii) any Aus Intercompany Loan.

10.4 Distributions and Restricted Payments. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make any Restricted Payments, provided, however, that (a) the Restricted Subsidiaries may make Distributions to a Borrower or other Restricted Subsidiaries, (b) the Borrowers may make the Investments permitted by §10.3(h), (i) and (k), (c) the members of the Australian Consolidated Group may make Restricted Payments to the other members of the Australian Consolidated Group in respect of obligations under the Australian Tax Sharing Agreement, (d) so long as no Default or Event of Default shall have occurred and be continuing, and so long as none would result after giving effect thereto, GWI may pay dividends on the Permitted Preferred Stock, (e) GWI may make other Restricted Payments (i) if at the time of the making of such Restricted Payment the Total Leverage Ratio on a pro forma basis calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof after giving effect to such Restricted Payments and any borrowings incurred to make such redemptions and payments is less than 4.00 to 1.00 so long as no Default or Event of Default shall have occurred and be continuing, and so long as none would result after giving effect thereto (provided that if such Total Leverage Ratio is less than 4.00 to 1.00 but greater than or equal to 3.00 to 1.00, the amount of such Restricted Payments occurring during the period commencing on the First Amendment Effective Date and ending on the Maturity Date shall (x) not exceed $300,000,000 and (y) only be permitted if, after giving pro forma effect to any such Restricted Payment the aggregate amount of cash and Cash Equivalents of GWI and its Restricted Subsidiaries (in each case, free and clear of all liens, other than (i) Liens securing the Obligations and (ii) Liens permitted by §10.2(k), (m), (p), (u) or (v) if such cash and Cash Equivalents subject to such Liens is otherwise available), excluding cash and Cash Equivalents that are listed as “restricted” on the consolidated balance sheet of GWI and its Restricted Subsidiaries, plus the aggregate amount of unused Revolving Loan Commitments is at least $150,000,000 (other than Revolving Loan Commitments that, if drawn, would result in the Total Leverage Ratio or Senior Secured Leverage Ratio exceeding the then-applicable levels of such ratios required under §11.1 and §11.3), and (ii) in respect of Permitted Preferred Stock in an amount not to exceed 100% of the net cash proceeds of any issuance of equity securities of GWI after the Restatement Effective Date, (f) the Domestic Borrowers may make cash payments in lieu of fractional shares in respect of (i) the 2012 Convertible Equity (or any refinancings, refundings, renewals or extensions thereof permitted by §10.1(u)(i)) and (ii) any Indebtedness permitted pursuant to §10.1(u)(ii), (g) [Reserved], (h) GWI may make repurchases of Capital Stock (including Permitted

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Preferred Stock) in GWI or any Restricted Subsidiary of GWI deemed to occur upon the exercise of stock options or warrants if such Capital Stock represents a portion of the exercise price of such options or warrants, (i) GWI may pay cash in lieu of any issuance of fractional Capital Stock in connection with any redemption, dividend, split or combination thereof, (j) redemption of the 2015 UK Management Equity/Earnout in accordance with the 2015 UK Management Term Sheet as in effect on the date hereof and (k) GWI and its Restricted Subsidiaries may make redemptions of (i) any Capital Stock or (ii) any obligations relating 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 the case of each of subclauses (i) and (ii), of non-wholly-owned Restricted Subsidiaries acquired pursuant to any Minor Permitted Acquisition, Permitted Acquisition or Investment permitted by §10.3.

10.5 Merger, Permitted Acquisitions and Disposition of Assets.

10.5.1. Mergers. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, consummate any merger, sale or contribution of all assets and liabilities of a company (“universalité/algemeenheid”) or of a branch of activities or other, amalgamation or consolidation other than (a) the merger, sale or contribution of all assets and liabilities of a company (“universalité/algemeenheid”) or of a branch of activities or other, amalgamation or consolidation of (1) a Restricted Subsidiary of the Borrowers into any other Restricted Subsidiary, (2) a Restricted Subsidiary of any Borrower with and into such Borrower, or (3) two or more Restricted Subsidiaries of the Borrowers with each other, (b) the Corporate Restructuring, (c) Permitted Acquisitions, (d) Investments permitted by §10.3 or (e) Dispositions permitted by §10.5.3, (f) the Aus Reorganization or (g) the Providence and Worcester Acquisition.

10.5.2. Permitted Acquisitions. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, effect any asset acquisition or stock acquisition except:

(a) the acquisition of assets in the ordinary course of business consistent with past practices;

(b) Capital Expenditures;

(c) 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 a purchase of assets or Capital Stock) (each such acquisition satisfying all the conditions and requirements of this §10.5.2 being referred to herein as a “Permitted Acquisition”); provided that:

(i) [Reserved];

(ii) GWI shall have demonstrated to the reasonable satisfaction of the Administrative Agent (based on, among other things, operating and financial projections and pro forma financial statements delivered to the Administrative Agent and certified by the chief financial officer of GWI) that, after giving pro forma effect to the Permitted Acquisition and the incurrence of any Indebtedness in connection therewith, all covenants contained in §11 would have been satisfied on a pro forma basis as at the end of and for the most recent fiscal quarter, and will be satisfied on a pro forma basis for the next four fiscal quarters ending after the date of such Permitted Acquisition;

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(iii) with respect to any such Permitted Acquisition:

(A) GWI shall have delivered to the Administrative Agent reasonable (and, in any event, fifteen (15) days) prior written notice of such Permitted Acquisition, which notice shall provide the Administrative Agent with a reasonably detailed description of the proposed acquisition, and shall include true and complete copies of (to the extent available at such time but in any event prior to the closing of any such Permitted Acquisition) all instruments and agreements executed or delivered or to be executed or delivered by any applicable Borrower or Restricted Subsidiaries in connection with such Permitted Acquisition;

(B) the business and assets so acquired shall be acquired by any applicable Borrower or any Restricted Subsidiaries free and clear of all Liens (other than Permitted Liens) and Indebtedness (other than Indebtedness permitted by §10.1 or otherwise consented to in writing by the Required Lenders) and the business so acquired shall be substantially the same line of business as that presently conducted by any applicable Borrower or any of its Restricted Subsidiaries or lines of business reasonably related thereto;

(C) in the case of any acquisition of Capital Stock, the acquired Person shall become a Restricted Subsidiary of a Borrower (or of any existing Restricted Subsidiary of such Borrower) or shall be merged with and into such Borrower or any existing Restricted Subsidiary of such Borrower or shall be designated as an Unrestricted Subsidiary by the Borrower; and, unless such acquired Person fits within the exception set forth in the last sentence of §9.14(a), such Borrower or any applicable Restricted Subsidiary (except as permitted in accordance with §10.3 (other than §10.3(g))) and such acquired Person shall have become a Guarantor hereunder, and shall have otherwise complied with all the applicable provisions of §§9.14 and 9.16; provided that it is agreed and understood that any acquisition of Capital Stock contemplated herein need not result in the issuer of such Capital Stock becoming a wholly-owned Subsidiary of GWI or any of its Restricted Subsidiaries;

(iv) no Default or Event of Default shall exist immediately prior to such Permitted Acquisition or would result from such Permitted Acquisition and provided, further, that if the acquired Person is a Person whose shares, units or other equity interests are listed on a recognized stock exchange or are otherwise publicly traded and such Permitted Acquisition would result in a change in control of the acquired Person, such Permitted Acquisition shall have been approved by the board of directors of such Person prior to the making of such Permitted Acquisition; and

(v) with respect to any Permitted Acquisition, any debt instruments or preferred stock evidencing, governing or issued in connection with such Permitted Acquisition shall be reasonably satisfactory to the Administrative Agent and shall be permitted by this Credit Agreement;

(d) any Corporate Restructuring;

(e) any Minor Permitted Acquisition; provided that, in the case of any acquisition of Capital Stock, (x) the acquired Person shall become a Restricted Subsidiary of a Borrower (or of any existing Restricted Subsidiary of such Borrower) or shall be merged with and into such Borrower or any existing Restricted Subsidiary of such Borrower; and, unless such acquired

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Person fits within the exception set forth in the last sentence of §9.14(a) or shall be designated as an Unrestricted Subsidiary by the Borrower, such Borrower or the applicable Restricted Subsidiary and such acquired Person shall have become a Guarantor hereunder, and shall have otherwise complied with all the applicable provisions of §§9.14 and 9.16; provided that it is agreed and understood that any acquisition of Capital Stock contemplated herein need not result in the issuer of such Capital Stock becoming a wholly-owned Subsidiary of GWI or any of its Restricted Subsidiaries; and

(f) the transactions contemplated by the RailInvest Acquisition Agreement.;

(g) the transactions contemplated by the Aus Reorganization;

(h) the Providence and Worcester Acquisition; and

(i) Investments permitted by §10.3.

For the avoidance of doubt, any Person placed in a voting trust substantially similar to the voting trust entered into on the Closing Date shall not be deemed an acquisition of a new Restricted Subsidiary for purposes of this §10.5.2 until such Person is released from such voting trust.

10.5.3. Disposition of Assets. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to effect any Disposition, except:

(a) any Disposition of assets by (i) any Loan Party to any other Loan Party, (ii) any non-Loan Party to any Loan Party or (iii) any non-Loan Party to any other non-Loan Party, in each case to effect the Corporate Restructuring;

(b) the Disposition of assets in the ordinary course of business and sale leasebacks to the extent permitted under §10.6;

(c) the Disposition of Investments in joint ventures, Unrestricted Subsidiaries and other Capital Stock (other than Capital Stock in Restricted Subsidiaries); provided that (i) such Disposition is on an arm’s-length basis, (ii) not less than 75% of the proceeds of such Disposition is in cash or Cash Equivalents, (iii) no Default or Event of Default exists or will occur as a result of such Disposition or sale and (iv) at the time of such Disposition, on a pro forma basis calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof after giving effect to such Disposition or sale GWI and its Subsidiaries would be in compliance with the covenants set forth in §11 as at the end of and for the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof;

(d) (i) the issuance and/or incurrence of the 2015 UK Management Equity/Earnout by the UK Borrower or any Restricted Subsidiary and (ii) the issuance, transfer or other Disposition of any Capital Stock in any Subsidiary occurring substantially concurrently with any Permitted Acquisition, Minor Permitted Acquisition or other Investment permitted by §10.3; provided that after giving effect to the issuance, transfer or other Disposition such entity shall be a Subsidiary (directly or indirectly) of GWI;

(e) any Disposition involving factoring or any similar arrangement for the disposal of any trade receivables (including book debts of a customer) for a discount to their face value in an aggregate amount not to exceed $100,000,000; and

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(f) the Disposition of assets to the extent constituting Investments permitted by §10.3; provided that (i) such Disposition is on an arm’s-length basis, (ii) no Default or Event of Default exists or will occur as a result of such Disposition or sale and (iii) at the time of such Disposition, on a pro forma basis calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof after giving effect to such Disposition or sale GWI and its Subsidiaries would be in compliance with the covenants set forth in §11 as at the end of and for the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof.; and

(g) the Aus JV Disposition.

Notwithstanding the foregoing, (x) if no Default or Event of Default exists or will occur as a result of such Disposition or sale, the Borrowers and their Restricted Subsidiaries may lease, sell or otherwise dispose of assets (including stock and other equity interests) for cash or Cash Equivalents; provided that the aggregate fair value (at the time of Disposition thereof and after giving effect to the contemplated Disposition) of all such assets shall not exceed 15% of Consolidated Total Assets during any period of twelve consecutive months commencing on the Restatement Effective Date; provided further that aggregate fair value (at the time of Disposition thereof and after giving effect to the contemplated Disposition) of all such assets shall not exceed 30% of Consolidated Total Assets during the term of this Credit Agreement commencing on the Restatement Effective Date, and (y) no Borrower will, nor will any Borrower permit any of its Restricted Subsidiaries to, become a party to or agree to or effect any sales by such Borrower or Restricted Subsidiary of (i) accounts or general intangibles for money due or to become due, (ii) chattel paper, instruments or documents creating or evidencing a right to payment of money or (iii) other receivables (collectively “receivables”), whether pursuant to a purchase facility or otherwise, other than (x) in connection with the Disposition of the business operations of such Borrower or Restricted Subsidiary relating thereto or a Disposition of defaulted receivables for collection and not as a financing arrangement, and together with any obligation of such Borrower or Restricted Subsidiary to pay any discount, interest, fees, indemnities, penalties, recourse, expenses or other amounts in connection therewith or (y) in connection with a financing arrangement in which the amount advanced or received (in the case of a sale) at such time in respect of receivables shall not exceed $100,000,000 at any time outstanding.

10.6 Sale and Leaseback. After the Restatement Effective Date, each Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any arrangement, directly or indirectly, whereby any of the Borrowers or any Restricted Subsidiary of a Borrower shall sell or transfer any property owned by it in order then or thereafter to lease such property or lease other property that a Borrower or any Restricted Subsidiary of a Borrower intends to use for substantially the same purpose as the property being sold or transferred, provided that any Borrower or any of its Restricted Subsidiaries may enter into such sale leaseback transactions to the extent that the aggregate net book value (at the time of disposition thereof and after giving effect to the contemplated disposition) of the assets sold in connection with all such sale leasebacks shall not exceed 10% of Consolidated Total Assets in the aggregate for any calendar year and 20% of Consolidated Total Assets during the period beginning on the Restatement Effective Date and ending on the Maturity Date.

10.7 Compliance with Environmental Laws. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, (a) use any of the Real Estate or any portion thereof for the handling, processing, storage or disposal of Hazardous Substances, except for the handling, processing, storage of Hazardous Substances in compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances, except in compliance with all applicable Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate, except in compliance with all applicable Environmental

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Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner so as to cause a release (i.e. releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping) or threatened release of Hazardous Substances on, upon or into the Real Estate or (e) otherwise conduct any activity at any Real Estate or use any Real Estate in any manner that would violate any Environmental Law or bring such Real Estate in violation of any Environmental Law, except, in each case, as would not reasonably be expected to result in a Material Adverse Effect.

10.8 [Reserved].

10.9 Business Activities. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage directly or indirectly (whether through Restricted Subsidiaries or otherwise) in any type of business not engaged in by such Borrower or such Restricted Subsidiary on the Restatement Effective Date, unless incidental or related to any type of business engaged in by such Borrower or such Restricted Subsidiaries on such date.

10.10 Capitalization. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, authorize, issue or sell any Capital Stock, grant any options (other than under current option plans), warrants or other rights to purchase any Capital Stock or in any way change the capitalization of any of its Restricted Subsidiaries, in each case in such a manner as to cause such Borrower to own directly or indirectly less than one hundred percent of the Capital Stock, of each of its Restricted Subsidiaries (except as set forth in §8.17, §10.5.2 or §10.5.3 or as may be permitted under §10.3); provided, however, that the foregoing shall not apply to the Aus Reorganization or the Aus JV Disposition. No Borrower or its Restricted Subsidiaries will issue 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) other than (i) the 2012 Convertible Equity (or any refinancings, refundings, renewals or extensions thereof in connection with Indebtedness incurred pursuant to §10.1(u)(i) or any Capital Stock issued in connection therewith), (ii) the 2015 UK Management Equity/Earnout and, (iii) any Permitted Preferred Stock (or any refinancings, refundings, renewals or extensions thereof) and (iv) except to the extent such Capital Stock, if classified as Indebtedness of such Borrower, would be permitted by §10.1 or as may be contemplated by §§10.5.2, 10.5.3 or 10.3; provided, further, however, that the foregoing shall not apply to the Aus Reorganization or the Aus JV Disposition.

10.11 Fiscal Year. Each Borrower will not, and will not permit its Restricted Subsidiaries to, change the date of the end of its or their fiscal year from that set forth in §8.18.

10.12 Restrictions on Negative Pledges and Upstream Limitations. The Borrowers will not, nor will they permit any of their Restricted Subsidiaries to, (a) enter into any agreement or arrangement (excluding this Credit Agreement and the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets whether now owned or hereafter acquired or (b) enter into any agreement, contract or arrangement (excluding this Credit Agreement and the other Loan Documents) restricting the ability of any U.S. Guarantor or any Restricted Subsidiary of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower to (i) pay or make dividends or distributions in cash or kind to the Domestic Borrowers (in the case of any U.S. Guarantor) or the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European BorrowesrBorrowers, the Australian Borrower or the UK Borrower, respectively), (ii) make loans, advances or other payments of whatsoever nature to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower,

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respectively) or (iii) make transfers or distributions of all or any part of its assets to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower, respectively); in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrowers or such Subsidiary in the ordinary course of its business, (iii) restrictions contained in the documentation relating to the Australian Acquisition and/or financings in connection therewith; provided, however, that such restrictions shall not be more restrictive or greater than as in effect on the Restatement Effective Date and (iv) customary restrictions contained in the documentation relating to financings permitted hereunder, provided that such restrictions shall not restrict any Loan Party’s ability to grant Liens in favor of the Applicable Agent pursuant to the Loan Documents.

10.13 Transactions with Affiliates. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage in any transaction with any Affiliate (other than the Borrowers or any of their Restricted Subsidiaries) (other than (i) for services as employees, officers and directors, (ii) equity awards related to common stock to employees and directors pursuant to incentive compensation plans involving not more than 25% of the common stock of such Borrower and (iii) transactions pursuant to agreements listed on Schedule 10.13), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from, any such Affiliate or, to the knowledge of such Borrower, any corporation, partnership, trust or other entity in which any such Affiliate has a substantial interest or is an officer, director, trustee or partner, on terms more favorable to such Person than would have been obtainable on an arm’s-length basis in the ordinary course of business.

11. FINANCIAL COVENANTS OF THE BORROWERS.

Each of the Borrowers covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or other Obligation (other than contingent obligations for which no claim has been asserted) is outstanding or any Lender has any obligation to make any Loans or the Issuing Lender has any obligation to issue or extend any Letters of Credit:

11.1 Total Leverage Ratio. The Borrowers will not permit the Total Leverage Ratio to exceed 4.50 to 1.00 as of the last day of any fiscal quarter.

11.2 Interest Coverage Ratio. The Borrowers will not permit the Interest Coverage Ratio to be less than 3.50 to 1.00 as of the last day of any fiscal quarter.

11.3 Senior Secured Leverage Ratio.

The Borrowers will not permit the Senior Secured Leverage Ratio as of the last day of any fiscal quarter ending during the periods specified below to exceed the corresponding ratio set forth below:

Period	Maximum Senior Secured Leverage Ratio
Restatement Effective Date through June 30, 2016	4.50 to 1.00
September 30, 2016 through March 31, 2017	4.25 to 1.00
June 30, 2017 through September 30, 2017	4.00 to 1.00
December 31, 2017 through March 31, 2018	3.75 to 1.00
June 30, 2018 and thereafter	3.50 to 1.00

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; provided that if the Borrowers consummate any Material Acquisition or the Aus Reorganization, the Senior Secured Leverage Ratio provided in this §11.1 shall be tested at a level 0.50 higher than the applicable level for the applicable quarter following the date of such Material Acquisition for the next four fiscal quarters; provided further that in no event shall the Senior Secured Leverage Ratio specified in this §11.1 exceed 4.50 to 1.00.

12. [RESERVED].

13. CONDITIONS TO ALL BORROWINGS AFTER THE CLOSING DATE.

The obligations of the Lenders to make any Loans and of the Issuing Lender to issue or extend any Letter of Credit, after the Closing Date, shall also be subject to the satisfaction of the following conditions precedent:

13.1 Representations True; No Event of Default. Each of the representations and warranties of the Borrowers and their Subsidiaries contained in this Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Credit Agreement shall be true in all material respects at and as of the time of the making of such Loan or the issuance or extension of such Letter of Credit (except to the extent of changes resulting from transactions contemplated or permitted by this Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse to the Agents and the Lenders, and to the extent that such representations and warranties relate expressly to an earlier date) and no Default or Event of Default shall have occurred and be continuing or result from such extension of credit.

13.2 Borrowing Request. The Administrative Agent and, if applicable, the applicable Issuing Lender, shall have received a Loan Request, Swingline Loan Request or Letter of Credit Application, as the case may be, in accordance with the requirements hereof.

13.3 Initial Borrowing of Designated Subsidiaries. The obligations of the Lenders to make any Loans and of the Issuing Lender to issue or extend any Letter of Credit, on the occasion of the first Borrowing by or issuance of a Letter of Credit for the account of each Designated Subsidiary shall be subject to the satisfaction of the following conditions precedent in addition to those conditions precedent contained in §§13.1 and 13.2:

(a) receipt by the Administrative Agent of notice of the intention to designate a Subsidiary as a Designated Subsidiary at least ten Business Days prior to the delivery of the Election to Participate for such Designated Subsidiary;

(b) receipt by the Administrative Agent of a fully executed Designated Subsidiary Joinder;

(c) receipt by the Administrative Agent of opinions of counsel for such Designated Subsidiary in form and substance reasonably acceptable to the Administrative Agent, and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;

(d) receipt by the Administrative Agent of all documents which it may reasonably request relating to the existence of such Designated Subsidiary, the corporate authority for and the validity of the Designated Subsidiary Joinder of such Designated Subsidiary, this Agreement

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and, if applicable, the Notes of such Designated Subsidiary, and any other matters relevant thereto, including receipt at least three Business Day prior to the execution of the Designated Subsidiary Joinder of customary documentation and other customary information required by regulatory authorities under applicable “know your customer”, counter-terrorism financing, economic and trade sanctions and anti-money laundering rules and regulations (including the Patriot Act) requested by the Administrative Agent within five Business Days following delivery of Election to Participate, in form and substance reasonably satisfactory to the Administrative Agent;

(e) receipt by the Administrative Agent of a certificate from an Authorized Officer of such Designated Subsidiary attaching true and correct copies of (i) corporate resolutions duly adopted by the board of directors, governing board or other corporate governing body of such Designated Subsidiary approving the Designated Subsidiary Joinder, the Credit Agreement and of all documents evidencing other necessary corporate action and approvals, if any, with respect to the Designated Subsidiary Joinder and the Credit Agreement, (ii) the by-laws, operating agreement or other governing documents of such Designated Subsidiary, (iii) if applicable, a certificate of good standing and certified charters or other organizational documents from the secretary of state or other governing body of the Designated Subsidiary’s jurisdiction of incorporation or organization and (iv) incumbency certificates evidencing the identity, authority and true signature of any Person authorized to execute Loan Documents on behalf of such Designated Subsidiary; and

(f) receipt by the Administrative Agent of a certificate from an Authorized Officer of GWI stating that the representations and warranties of the Borrowers and their Subsidiaries contained in this Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Credit Agreement shall be true in all material respects at and as of such time (except to the extent of changes resulting from transactions contemplated or permitted by this Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse to the Agents and the Lenders, and to the extent that such representations and warranties relate expressly to an earlier date).

14. EVENTS OF DEFAULT; ACCELERATION; ETC.

14.1 Events of Default and Acceleration. Any of the following events shall constitute an “Event of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”:

(a) any Borrower shall fail to pay any principal of its Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;

(b) any Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days;

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(c) any of the Borrowers or any of their Restricted Subsidiaries shall fail to comply with any of the covenants contained in §§9.1, 9.5.1, the first sentence of §9.6, 9.12, 9.14, 10 or 11;

(d) any of the Borrowers or any of their Restricted Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.1) for thirty (30) days after written notice of such failure has been given to the Applicable Borrower by the Administrative Agent;

(e) any representation or warranty of any of the Borrowers or any of their Restricted Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made;

(f) any of the Borrowers or any of their Restricted Subsidiaries shall fail to pay when due, or within any applicable period of grace, any obligation in excess of the aggregate amount of $100,000,000, for borrowed money or credit received or in respect of any Capitalized Leases, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof;

(g) any of the Borrowers and any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator or receiver of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or shall commence any case or other proceeding relating to any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Law, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) and the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within sixty (60) days following the filing thereof;

(h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator or receiver or adjudicating any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers in an involuntary case under any Debtor Relief Law as now or hereafter constituted;

(i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against any of the Borrowers or

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any of their Restricted Subsidiaries that, with other outstanding final judgments, undischarged, against any of the Borrowers or any of their Restricted Subsidiaries exceeds in the aggregate $100,000,000;

(j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers or any of their Restricted Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof;

(k) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which results or could reasonably be expected to result in liability under Title IV of ERISA to the Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $100,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $100,000,000; or (iii) there is a failure of legal compliance with respect to the UK Pensions Scheme or any Canadian Plan or Foreign Plan and such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $100,000,000 (or GBP 100,000,000 in the case of the UK Pension Scheme); or (iv) a Canadian Plan or a Foreign Plan is terminated and such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $100,000,000 (or GBP 100,000,000 in the case of the UK Pension Scheme); or (v) the UK Pensions Regulator issues a UK Pension Scheme Financial Support Direction or a UK Pension Scheme Contribution Notice to any Borrower or any of its Subsidiaries and the aggregate of each accelerated liability of the Borrowers and their Subsidiaries under or resulting from all Financial Support Directions and Contribution Notices is in excess of GBP 100,000,000;

(l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days;

(m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect;

(n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect;

(o) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $100,000,000;

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(p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Mortimer B. Fuller, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI who were neither (x) nominated or approved by the Board of directors of GWI nor (y) appointed by directors so nominated or approved, (iii) any of the Borrowers shall at any time own directly or indirectly less than 100% of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as (x) otherwise consented to by the Applicable Lenders, (y) permitted by §10.5, and (z) otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or

(q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests in the Collateral, at any time after its execution and delivery of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document.

14.2 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the Issuing Lender to issue, extend or renew Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

(c) require that the Borrowers Cash Collateralize the Letter of Credit Obligations (in an amount equal to the then outstanding amount thereof); and

(d) exercise on behalf of itself, the Lenders and the Issuing Lender all rights and remedies available to it, the Lenders and the Issuing Lender under the Loan Documents;

provided, however, that upon the commencement of relief with respect to any Borrower or any Restricted Subsidiary (other than an Immaterial Restricted Subsidiary) under any Debtor Relief Law (whether upon

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the occurrence of an actual or deemed entry of an order or otherwise), the obligation of each Lender to make Loans and any obligation of the Issuing Lender to issue, extend or renew any Letter of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the applicable Letter of Credit Obligations as aforesaid shall automatically become effective, in each case without further act of any Agent or any Lender.

14.3 Application of Funds.

(a) After the exercise of remedies provided for in §14.2 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to §14.2), any amounts received on account of the U.S. Obligations from any U.S. Loan Party shall, subject to the provisions of §§6.16 and 6.17, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the U.S. Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agents and amounts payable under §6) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the U.S. Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Domestic Lenders and the Issuing Lender (including fees, charges and disbursements of counsel to the respective Domestic Lenders and the Issuing Lender (including fees and time charges for attorneys who may be employees of any Domestic Lender or the Issuing Lender) and amounts payable under §6), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the U.S. Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other U.S. Obligations, ratably among the Domestic Lenders and the Issuing Lender in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to (i) payment of that portion of the U.S. Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, obligations under any Secured Hedging Agreements, and obligations under any Secured Cash Management Agreements, and (ii) the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of Letter of Credit Obligations of the Domestic Borrowers comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Domestic Borrowers pursuant to §6.16, in each case ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of Foreign Obligations as provided in §14.3(b); and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Domestic Borrowers or as otherwise required by Law.

Subject to §6.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

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Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

(b) After the exercise of remedies provided for in §14.2 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to §14.2), any amounts received on account of the Foreign Obligations from any Foreign Loan Party shall, subject to the provisions of §§6.16 and 6.17, be applied by the applicable Agent in the following order:

First, to payment of that portion of the Foreign Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agents and amounts payable under §6) payable to the Agents in their capacity as such;

Second, to payment of that portion of the Foreign Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders with respect to such Foreign Obligations and the Issuing Lender (including fees, charges and disbursements of counsel to the such Lenders and the Issuing Lender (including fees and time charges for attorneys who may be employees of such Lender or the Issuing Lender) and amounts payable under §6), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Foreign Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Foreign Obligations, ratably among the Lenders with respect to such Foreign Obligations and the Issuing Lender in proportion to the respective amounts described in this clause Third payable to them; and

Fourth, to payment of that portion of the Foreign Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings and obligations under any Secured Hedging Agreements, ratably among the applicable Secured Parties with respect to such Foreign Obligations and the Issuing Lender in proportion to the respective amounts described in this clause Fourth held by them;

Last, the balance, if any, after all of the Foreign Obligations have been indefeasibly paid in full, to the Foreign Borrowers or as otherwise required by Law.

Subject to §6.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to the Fourth clause above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding §14.3(a) and (b), Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above (other than in the case of Secured Cash Management Agreement and Secured Hedging Agreements with Cash Management Banks and Hedge Banks listed on Schedules 1.1(a) and 1.1(b)) if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Credit Agreement that has given the notice contemplated by the preceding sentence or is listed on Schedules 1.1(a) and 1.1(b) shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of §16.1 for itself and its Affiliates as if a “Lender” party hereto.

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Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

15. SETOFF.

If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Loan Party now or hereafter existing under this Credit Agreement or any other Loan Document to such Lender or the Issuing Lender, irrespective of whether or not such Lender or the Issuing Lender shall have made any demand under this Credit Agreement or any other Loan Document and although such obligations of such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of §6.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates under this §15 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees to notify the Borrowers and the Applicable Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. Any amounts set off pursuant to this §15 shall be distributed ratably in accordance with §31 among all of the Lenders by the Lender setting off such amount. If any Lender fails to share such setoff ratably, the Applicable Agent shall have the right to withhold such Lender’s share of any Borrower’s payments until each of the Lenders shall have, in the aggregate, received a pro rata repayment.

16. THE AGENTS.

16.1 Appointment and Authority.

(a) Each of the Lenders and the Issuing Lender hereby irrevocably appoints Bank of America to act as agent and trustee on its behalf as the Administrative Agent, the Canadian Agent and the European Agent hereunder and under the other Loan Documents and authorizes Bank of America, in its capacity as Administrative Agent, the Canadian Agent and the European Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent, Canadian Agent and European Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this §16 are solely for the benefit of the Agents, the Lenders and the Issuing Lender, and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

(b) Each of the Canadian Lenders and the Issuing Lender hereby irrevocably appoints Bank of America-Canada Branch to act as agent and trustee on its behalf as the Canadian Agent hereunder and under the other Loan Documents and authorizes Bank of America-Canada Branch, in its capacity as Canadian Agent, to take such actions on its behalf and to exercise such powers as are delegated to the Canadian Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

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(c) Each of the European Lenders and the Issuing Lender hereby irrevocably appoints Bank of America to act as agent and trustee on its behalf as the European Agent hereunder and under the other Loan Documents and authorizes Bank of America, in its capacity as European Agent, to take such actions on its behalf and to exercise such powers as are delegated to the European Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

(d) Each of the UK Lenders and the Issuing Lender hereby irrevocably appoints Bank of America to act as agent and trustee on its behalf as the UK Agent hereunder and under the other Loan Documents and authorizes Bank of America, in its capacity as UK Agent, to take such actions on its behalf and to exercise such powers as are delegated to the UK Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

(e) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender on their behalf for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to §16.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this §16, §17 and §18 (as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Each of the Secured Parties hereby relieves the Agents from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other law, in each case to the extent legally permissible. Each Secured Party that is barred by its constitutional documents or by-laws from granting such exemption shall notify the Agents accordingly.

16.2 Rights as a Lender. Each Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as such Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Loan Parties or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.

16.3 Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent:

(a) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other

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Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Applicable Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that such Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law; and

(c) shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall be liable for the failure to disclose, any information relating to any of the Borrowers or any of their respective Affiliates that is communicated to or obtained by the Person serving as such Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Applicable Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in §§14.3 and 27 or (ii) in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until notice describing such Default is given to such Agent by the Borrowers, a Lender or the Issuing Lender.

No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Credit Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Credit Agreement, any other Loan Document or any other agreement, instrument or document the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, (vi) whether any document is or contains a security interest as defined in and for the purposes of the PPS Law or (vi) the satisfaction of any condition set forth in §12 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent. No Agent shall be responsible or liable for taking, or failing to take, any action for the purposes of the PPS Law, unless it is expressly instructed to do so by the Required Lenders. No Agent is responsible for identifying, perfecting or maintaining the effectiveness of any security interest as defined in and for the purposes of the PPS Law which may be constituted by or contained in any Loan Document or any other agreement, arrangement or document.

16.4 Reliance by Agents. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, telephonic notice, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Applicable Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless such Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

16.5 Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more

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sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this §16 shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as each Agent.

16.6 Resignation of Agents. Any Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrowers. Upon receipt of any such notice of resignation, the Applicable Required Lenders shall have the right, with GWI’s consent (so long as no Event of Default has occurred and is continuing) to appoint a successor, which shall be a bank with an office in the United States, Canada, the United Kingdom, the Netherlands or Australia or an Affiliate of any such bank with an office in the United States, Canada, the United Kingdom, the Netherlands or Australia. If no such successor shall have been so appointed by the Applicable Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Applicable Lenders and the Issuing Lender, appoint a successor Agent, with the Applicable Borrower’s consent, meeting the qualifications set forth above; provided that if the Applicable Agent shall notify the Borrowers and the Applicable Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such retiring Agent shall instead be made by or to each Applicable Lender and the Issuing Lender directly, until such time as the Applicable Required Lenders appoint a successor Agent as provided for above in this §16.6. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this §16.6). The fees payable by the Applicable Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this §16 and §§17 and 18 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Any resignation by Bank of America as Administrative Agent, Bank of America-Canada Branch as Canadian Agent or Bank of America as European Agent pursuant to this §16.6 shall also constitute its resignation as the Issuing Lender and Swingline Lender (including as Australian Swingline Lender). Upon the acceptance of a successor’s appointment as Administrative Agent, Canadian Agent or European Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the applicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. Notwithstanding the foregoing, Bank of America, may resign as European Agent upon 30 days’ notice without the consent of the Applicable Required Lenders and the Borrowers; provided that such successor entity is Bank of America Merrill Lynch International Bank.

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16.7 Non-Reliance on Agents and Other Lenders. Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made (i) its own credit analysis and decision to enter into this Credit Agreement and (ii) its own investigation and appraisal of whether any Loan Document (or any other agreement, arrangement or document relating to a Loan Document) is or contains a security interest as defined in and for the purposes of the PPS Law which is for the benefit of an Agent or a Lender (either alone or together with any other Agent or Lender) and whether any such security interest has been or should be perfected under the PPS Law. Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

16.8 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Co-Bookrunning Managers, Co-Lead Arrangers, Co-Syndication Agents, or Co-Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Credit Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Canadian Agent, the European Agent, a Lender, a Swingline Lender or the Issuing Lender hereunder.

16.9 Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, any Agent (irrespective of whether the principal of any Loan or Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether such Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit Obligations and all other Obligations (other than Obligations under any Hedging Agreement or in respect of any cash management services) that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Lender and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lender and the Agents and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lender and the Agents under §§2.2, 5.10, 6.1 and 17) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

(c) and any custodian, receiver, administrator, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Issuing Lender to make such payments to the Agents and, in the event that any Agent shall consent to the making of such payments directly to the Lenders and the Issuing Lender, to pay to any Agent any amount due for the reasonable compensation, expenses, disbursements and advances of such Agent and its agents and counsel, and any other amounts due such Agent under §§6.1 and 17.

Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the Issuing Lender to authorize any Agent to vote in respect of the claim of any Lender or the Issuing Lender in any such proceeding.

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16.10 Closing Documentation, Etc. For purposes of determining compliance with the conditions set forth in §12, each Lender that has executed this Credit Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document and matter either sent, or made available, by any Agent or any Co-Lead Arranger to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Administrative Agent active upon the Borrowers’ account shall have received notice from such Lender prior to the Closing Date specifying such Lender’s objection thereto and such objection shall not have been withdrawn by notice to the Administrative Agent to such effect on or prior to the Closing Date.

16.11 Guaranty and Collateral Matters. Each of the Lenders (including in its capacity as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Lender irrevocably authorize and direct the Applicable Agent, in connection with a disposition permitted by §10.5.3, or pursuant to and in accordance with §27,

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination or cash collateralization in a manner satisfactory to the Issuing Lender hereunder of all Letters of Credit, (ii) upon the sale, transfer or other disposition of such property, whether or not a Disposition (including as part of or in connection with any sale, transfer or disposition permitted hereunder (other than in connection with the Aus Reorganization)), to any Person other than another Loan Party (it being understood that to the extent any such property is sold, transferred or disposed of from a U.S. Loan Party to a Loan Party that is not a U.S. Loan Party, such property may no longer secure any U.S. Obligations), (iii) that constitutes “Excluded Property” (as such term is defined in the U.S. Security Agreement), or (iv) if approved, authorized or ratified in writing in accordance with §27;

(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and

(c) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by §10.2(h).

Upon the consummation of the Aus Reorganization and the repayment in full of all Australian Obligations and termination of all Australian Revolving Loan Commitments (including commitments with respect to Australian Swingline Loans) (the “Aus Repayment”), (i) the Australian Borrower and the Australian Guarantors shall automatically and unconditionally be released and discharged from all their obligations hereunder and the other Loan Documents (including their obligations under the Guaranty), (ii) the Liens on the Australian Collateral granted to the Administrative Agent under the Collateral Documents shall be automatically released and discharged in full, (iii) the Australian Borrower and Australian Guarantors shall cease to be a party to, and shall cease to be Loan Parties under, and shall cease to be bound by the terms and obligations of, this Agreement and each other Loan Document as Loan Parties, and (iv) at the reasonable request of the Australian Borrower, the Administrative Agent will enter into all necessary release documents in order to release and discharge in full the Liens on the Australian Collateral under the Collateral Documents and deliver all necessary filings to de-register and remove from the PPS register under the PPSA (Australia) or other securities register any Liens or other security interests in respect of the Australian Collateral.

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Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty. In each case as specified in this §16.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty (and in the case of the Aus Repayment, the Australian Borrower and the Australian Guarantors from their obligations under the Loan Documents, including with respect to the Australian Guarantors, the Guaranty), in each case in accordance with the terms of the Loan Documents and this §16.11. Any release to be executed and delivered or action to be taken by the Administrative Agent under this §16.11 (including, without limitation, in connection with the Aus Reorganization) shall be subject to prior delivery of a certificate of a responsible officer of GWI certifying that such release to be given, or action to be taken, by the Administrative Agent and the transaction giving rise to such release is permitted by this Agreement and the other Loan Documents, and the Administrative Agent may rely conclusively on such certificate, without independent investigation.

16.12 Payments.

16.12.1. Payments to Agents. A payment by the Applicable Borrower to the Applicable Agent hereunder or any of the other Loan Documents for the account of any Applicable Lender shall constitute a payment to such Lender. Each Agent agrees promptly to distribute to each Applicable Lender such Lender’s pro rata share of payments received by such Agent for the account of such Lenders except as otherwise expressly provided herein or in any of the other Loan Documents.

16.12.2. Distribution by Agents.

(a) Unless the Applicable Agent shall have received notice from the Applicable Borrower prior to the date on which any payment is due to such Agent for the account of the Applicable Lenders or the Issuing Lender hereunder that such Borrower will not make such payment, the Applicable Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Applicable Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Applicable Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Applicable Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Applicable Agent, at the greater of the Federal Funds Rate and a rate determined by the Applicable Agent in accordance with banking industry rules on interbank compensation. A notice of the Applicable Agent to any Applicable Lender or Borrowers with respect to any amount owing under this subsection (a) shall be conclusive, absent manifest error.

(b) If a court of competent jurisdiction shall adjudge that any amount received and distributed by any Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to such Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.

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16.13 Indemnity. To the extent not reimbursed by the Borrowers (and without limiting their obligation to do so), the Lenders ratably agree hereby to indemnify and hold harmless the Agents and their Affiliates (including any of the officers, directors, employees, agents and attorneys-in-fact of any thereof) (each, an “Indemnified Party”) from and against any and all claims, actions and suits (whether groundless or otherwise), losses, damages, costs, expenses (including any expenses for which such Indemnified Party has not been reimbursed by the Borrowers as required by §17), and liabilities of every nature and character arising out of or related to this Credit Agreement, the Letters of Credit or any of the other Loan Documents or the transactions contemplated or evidenced hereby or thereby, or such Indemnified Party’s actions taken hereunder or thereunder, except to the extent that any of the same shall be directly caused by such Indemnified Party’s willful misconduct, gross negligence or, in the absence of instruction or concurrence of the Required Lenders, breach of contract as determined in a final, non-appealable judgment by a court of competent jurisdiction.

16.14 Withholding Taxes. To the extent required by any applicable Laws, the Agents may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of §6.12, each Lender shall indemnify and hold harmless each Agent against, within ten days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for such Agent) incurred by or asserted against such Agent as a result of the failure of the Agent to properly withhold any Tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under this Credit Agreement or any other Loan Document against any amount due such Agent under this §16.14. The agreements in this §16.14 shall survive the resignation and/or replacement of any Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, the term “Lender” for purposes of this §16.14 includes any Swingline Lender and the Issuing Lender.

16.15 Security in the Province of Québec. Without limiting the powers of the Administrative Agent under this Credit Agreement and the Collateral Documents, each Canadian Lender and the Administrative Agent acknowledges and agrees that the Administrative Agent shall, for the purposes of holding any security granted under the Collateral Documents pursuant to the laws of the Province of Québec to secure payment of bonds or any similar instruments (collectively, in this subsection, the “Bonds”), be the holder of an irrevocable power of attorney (fondé de pouvoir), within the meaning of Article 2692 of the Civil Code of Québec, for all present and future Canadian Lenders as well as holders and depositaries of the Bonds. Each of the Canadian Lenders and the Administrative Agent constitutes, to the extent necessary, the Administrative Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) in order to hold security granted under the Collateral Documents in the Province of Québec to secure payment of the Bonds. Each successor Canadian Lender and successor to the Administrative Agent shall be deemed to have confirmed and ratified the constitution of the Administrative Agent as the holder of such irrevocable power of attorney (fondé de pouvoir). Furthermore, the Administrative Agent agrees to act in the capacity of the holder and depositary of the Bonds for the benefit of all present and future Canadian Lenders. Notwithstanding the provisions of Section 32 of the Special Powers of Legal Persons Act (Québec), the Administrative Agent may acquire and be the holder of a Bond. The Canadian Borrower and each Canadian Guarantor acknowledges that each of the Bonds executed by it constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Québec. Notwithstanding the provisions of Section 22, the provisions of this subsection shall be governed by the laws of the Province of Québec and the federal laws of Canada applicable therein.

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16.16 Security in Germany. The Administrative Agent shall (i) hold and administer any Collateral governed by German law which is security assigned (Sicherungseigentum/Sicherungsabtretung) or otherwise transferred under a non-accessory security right (nichtakzessorische Sicherheit) to it as trustee (treuhänderisch) for the benefit of the Secured Parties and (ii) administer any Collateral governed by German law which is pledged (Verpfändung) or otherwise transferred to any Secured Party under an accessory security right (akzessorische Sicherheit) as agent. Each Secured Party hereby authorizes the Administrative Agent to accept and enter into as its attorney (Stellvertreter) any pledge or other creation of any accessory security right granted in favour of such Secured Party in connection with the Loan Documents under German law and to agree to and execute on its behalf as its attorney (Stellvertreter) any amendments, confirmations and/or alterations to any Collateral Document governed by German law which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such Collateral. Each Secured Party (other than the Administrative Agent) hereby ratifies and approves all acts and declarations previously done by the Administrative Agent on such Secured Party’s behalf (including for the avoidance of doubt any declarations made by the Ad-ministrativeAdministrative Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of any Secured Party as future pledgee or otherwise). Each of the Secured Parties (other than the Administrative Agent) hereby authorises the Administrative Agent to (sub-)delegate any powers granted to it under this §16.16 to any attorney it may elect in its discretion and to grant powers of attorney to any such attorney (including the exemption from self-dealing and representing several persons (in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) (in each case to the extent legally possible)).

17. EXPENSES.

Each of the Borrowers agrees to pay (a) the reasonable fees, expenses and disbursements of one primary counsel and any local counsel to any Agent incurred in connection with the preparation, syndication, administration or interpretation of the Loan Documents and other instruments mentioned herein, each closing hereunder, any amendments, modifications, approvals, consents or waivers hereto or hereunder, or the cancellation of any Loan Document upon payment in full in cash of all of the Obligations or pursuant to any terms of such Loan Document providing for such cancellation, provided that such counsel shall provide the Borrowers with invoices reflecting the expenses incurred in connection with the foregoing, and (b) all reasonable out-of-pocket expenses, including reasonable legal, consulting, accounting, appraisal and similar professional fees and charges incurred by any Lender or any Agent (provided that legal expenses shall be limited to (1) one primary counsel for all Indemnified Persons, taken as a whole, (2) one regulatory counsel, with respect to each appropriate jurisdiction and (3) local counsel for the Agents and Lenders taken as a whole as may be deemed necessary (unless there is an actual or perceived conflict of interest in which case such affected Persons, taken as a whole, may retain one conflicts counsel)) in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against any of the Borrowers or any of their Restricted Subsidiaries or the administration thereof after the occurrence of a Default or Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to any Lender’s or any Agent’s relationship with the Borrowers or any of their Restricted Subsidiaries except in connection with a claim that any of the Borrowers has against any of the Lenders or any Agent and in which claim such Borrower is the prevailing party after entry of a final nonappealable judgment or order. The covenants of this §17 shall survive payment or satisfaction of all other Obligations.

18. INDEMNIFICATION.

Each of the Borrowers agrees to indemnify and hold harmless each Agent, each Co-Lead Arranger and the Lenders and each of their respective Affiliates and their and their respective Affiliates’

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respective directors, officers, employees, agents and advisors or control persons (each, an “Indemnified Person”) from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, losses, damages and expenses of every nature and character arising out of this Credit Agreement or any of the other Loan Documents or the transactions contemplated hereby including, without limitation, (a) any actual or proposed use by any of the Borrowers or any of their Restricted Subsidiaries of the proceeds of any of the Loans or Letters of Credit, (b) any of the Borrowers or any of their Restricted Subsidiaries entering into or performing this Credit Agreement or any of the other Loan Documents, or (c) with respect to the Borrowers and their Restricted Subsidiaries and their respective Real Estate properties, assets and operations, the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release or threatened release of any Hazardous Substances or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited to, claims with respect to wrongful death, personal injury, natural resource damages, damage to property or diminution in property value) or pursuant to any Environmental Law, in each case including, without limitation, all reasonable fees and disbursements of counsel (provided that such fees and disbursements of counsel shall be limited to (1) one primary counsel for all Indemnified Persons, taken as a whole, (2) one regulatory counsel, with respect to each appropriate jurisdiction and (3) local counsel for the Agents and Lenders taken as a whole as may be deemed necessary (unless there is an actual or perceived conflict of interest in which case such affected Persons, taken as a whole, may retain one conflicts counsel)), in each case, incurred in connection with any such investigation, litigation or other proceeding, other than direct, as opposed to special, indirect, consequential or punitive, damages as a result as determined in a final, nonappealable judgment by a court of competent jurisdiction of the (i) bad faith, gross negligence or willful misconduct of such Indemnified Person, (ii) material breach of the Loan Documents by such Indemnified Person or (iii) any proceeding not arising from any act or omission by the Borrowers or their affiliates that is brought by an Indemnified Person against any other Indemnified Person (other than disputes involving claims against any Co-Lead Arranger or the Administrative Agent in its capacity as such). In the event that any claim is made against any Agent, any Co-Lead Arranger or any Lender for which indemnity is provided under this §18, such Agent, such Co-Lead Arranger or such Lender shall provide prompt notice to the Borrowers of any such claim not otherwise known to the Borrowers, but the failure of such Agent, such Co-Lead Arranger or such Lender to provide such notice shall not impair the liability of any Borrower with respect to its indemnification for such claim except to the extent that such Borrower has been actually prejudiced by such failure. In litigation, or the preparation therefor, the Lenders, each Co-Lead Arranger and each Agent shall be entitled to select their own counsel and to participate in the defense and the investigation of such claim, action or proceeding and, in addition to the foregoing indemnity, the Borrowers agree to pay promptly the reasonable fees and expenses of such counsel. If, and to the extent that the obligations of the Borrowers under this §18 are unenforceable for any reason, the Borrowers hereby agree to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The covenants contained in this §18 shall survive payment or satisfaction in full of all other Obligations.

19. SURVIVAL OF COVENANTS, ETC.

All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of a Borrower or any of its Restricted Subsidiaries pursuant hereto shall be deemed to have been relied upon by the Lenders and the Agents, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans and the issuance or extension of any Letters of Credit, as herein contemplated, and shall continue in full force and effect so long as any Letter of Credit or any amount due under this Credit Agreement or the Notes or any of the other Loan Documents remains outstanding or any Lender has any obligation to make any Loans or the Issuing Lender has any obligation to issue or extend any Letter of Credit, and for such further time as may be

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otherwise expressly specified in this Credit Agreement. All statements contained in any certificate or other paper delivered to any Lender or any Agent at any time by or on behalf of the Borrowers or any of their Restricted Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Borrower or such Restricted Subsidiary hereunder.

20. SUCCESSORS AND ASSIGNS.

20.1 General Conditions. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (a) to an assignee in accordance with the provisions of §20.2 or (b) by way of participation in accordance with the provisions of §20.4 or (c) by way of pledge or assignment of a security interest subject to the restrictions of §20.4(d) (and any other attempted assignment or transfer by any party hereto shall be null and void, provided it is understood and agreed that from and after the Aus Reorganization Date, the Australian Borrower shall not constitute a Borrower hereunder). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in §20.4 and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, any Indemnified Person, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement or any of the other Loan Documents.

20.2 Assignments. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitments and the same portion of the Loans at the time owing to it and its participating interest in the risk relating to any Letters of Credit and Swingline Loans and all or the same portion of any Term Loan owing it); provided that any such assignment shall be subject to the following conditions:

(a) Minimum Amounts.

(i) in the case of an assignment of less than the entire remaining amount of the assigning Lender’s Commitments and the Loans at the time owing to it or, in the case of an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitments (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than (A) $5,000,000, in the case of Domestic Revolving Loans, Canadian Revolving Loans, European Loans, Australian Revolving Loans or UK Revolving Loans or (B) $1,000,000, in the case of Domestic Term Loans, Australian Term Loans or UK Term Loans, unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, GWI otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met under this clause; and

(ii) in the case of European Loans and European Swingline Loans only, the Loan of the assigning Lender subject to each such assignment shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance

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with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht);

(b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loan or the Commitment assigned, except that this clause (b) shall not apply to any Swingline Lender’s rights and obligations in respect of Swingline Loans;

(c) no Lender may make any assignment of all or a portion of its interests, rights and obligations in any Canadian Revolving Loan to an assignee who is not dealing at “arm’s length” with the Canadian Borrower (as such term is defined in the Income Tax Act of Canada);

(d) no consent shall be required for any assignment except to the extent required by subsection (a)(i) of this §20.2 and, in addition:

(i) the consent of GWI (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is (A) an assignment of Commitments or Loan (other than Revolving Loan Commitments) to a Lender, an Affiliate of a Lender or an Approved Fund or (B) an assignment of Revolving Loan Commitments to a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund of a Revolving Lender; provided that GWI shall be deemed to have consented to any such assignment with respect to any Term Loan unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;

(ii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitments (other than Revolving Loan Commitments) if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender and (2) any Revolving Loan Commitments if such assignment is to a Person that is not a Revolving Lender;

(iii) the consent of the Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

(iv) the consent of the Applicable Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Domestic Revolving Loans, Australian Revolving Loans, Canadian Revolving Loans, European Loans and UK Revolving Loans.

(e) The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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(f) No such assignment shall be made (A) other than to the extent permitted under §20.8, to a Borrower or any of the Borrowers’ Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Affiliates or Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.

(g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of GWI and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Credit Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to §20.3, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of §§6.6, 6.7, 6.9, 6.12, and 17 with respect to facts and circumstances occurring prior to the effective date of such assignment. Such release shall not include any claims which the Borrowers may have against such Lender arising prior to the date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this §20.2 shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with §20.4.

If any of the Lender’s rights and/or obligations under any of the Loan Documents are transferred or assigned or deemed to be transferred or assigned by way of novation, each of the Lenders expressly reserves and maintains its rights and prerogatives under this Credit Agreement and the Belgian Security Agreements for the benefit of any transferee or assignee in accordance with the provisions of Article 1278 of the Belgian Civil Code.

20.3 Register.

(a) The Administrative Agent, acting solely for this purpose as an agent of the Domestic Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Domestic Lenders, and the Commitments of, and principal amounts (and

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stated interest) of the Domestic Loans and Letter of Credit Obligations owing to, the Domestic Lenders pursuant to the terms hereof from time to time (the “Domestic Register”). The entries in the Domestic Register shall be conclusive, and the Domestic Borrowers, the Administrative Agent and the Domestic Lenders shall treat each Person whose name is recorded in the Domestic Register pursuant to the terms hereof as a Domestic Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Domestic Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Domestic Register shall be available for inspection by the Domestic Borrowers and any Domestic Lender, at any reasonable time and from time to time upon reasonable prior notice.

(b) The European Agent, acting solely for this purpose as an agent of the European Borrowers (and such agency being solely for tax purposes), shall maintain at the European Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the European Lenders, and the Commitments of, and principal amounts (and stated interest) of the European Loans and Letter of Credit Obligations owing to, each European Lender pursuant to the terms hereof from time to time (the “European Register”). The entries in the European Register shall be conclusive, and the European Borrowers, the European Agent and the European Lenders shall treat each Person whose name is recorded in the European Register pursuant to the terms hereof as a European Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. In addition, the European Agent shall maintain on the European Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The European Register shall be available for inspection by GWI or the European Borrowers and any European Lender, at any reasonable time and from time to time upon reasonable prior notice.

(c) The Administrative Agent, acting solely for this purpose as an agent of the Australian Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Australian Lenders, and the Commitments of, and principal amounts (and stated interest) of the Australian Loans and Letter of Credit Obligations owing to, each Australian Lender pursuant to the terms hereof from time to time (the “Australian Register”). The entries in the Australian Register shall be conclusive, and the Australian Borrower, the Administrative Agent and the Australian Lender shall treat each Person whose name is recorded in the Australian Register pursuant to the terms hereof as an Australian Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Australian Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Australian Register shall be available for inspection by GWI or the Australian Borrower and any Australian Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) The Canadian Agent, acting solely for this purpose as an agent of the Canadian Borrower (and such agency being solely for tax purposes), shall maintain at the Canadian Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Canadian Lenders, and the Commitments of, and principal amounts (and stated interest) of the Canadian Revolving Loans and Letter of Credit Obligations owing to, the Canadian Lenders pursuant to the terms hereof from time to time (the “Canadian Register”). The entries in the Canadian Register shall be conclusive, and the Canadian Borrower, the Canadian Agent and the Canadian Lenders shall treat each Person whose name is recorded in the Canadian Register pursuant to the terms hereof as a Canadian Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. In addition, the Canadian Agent shall maintain on the Canadian Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Canadian Register shall be available for inspection by the Canadian Borrower and any Canadian Lender, at any reasonable time and from time to time upon reasonable prior notice.

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(e) The UK Agent, acting solely for this purpose as an agent of the UK Borrower (and such agency being solely for tax purposes), shall maintain at the UK Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the UK Lenders, and the Commitments of, and principal amounts (and stated interest) of the UK Loans and Letter of Credit Obligations owing to, each UK Lender pursuant to the terms hereof from time to time (the “UK Register”). The entries in the UK Register shall be conclusive, and the UK Borrower, the UK Agent and the UK Lender shall treat each Person whose name is recorded in the UK Register pursuant to the terms hereof as an UK Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. In addition, the UK Agent shall maintain on the UK Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The UK Register shall be available for inspection by GWI or the UK Borrower and any UK Lender, at any reasonable time and from time to time upon reasonable prior notice.

(f) The Applicable Agent, acting solely for this purpose as an agent of any applicable Designated Subsidiary (and such agency being solely for tax purposes), shall maintain at the Applicable Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Designated Subsidiary Lenders with respect to any applicable Designated Subsidiary, and the Commitments of, and principal amounts (and stated interest) of the Designated Subsidiary Loans to such Designated Subsidiary and Letter of Credit Obligations owing to, each Designated Subsidiary Lender pursuant to the terms hereof from time to time (each a “Designated Subsidiary Register”). The entries in each Designated Subsidiary Register shall be conclusive, and the applicable Designated Subsidiary Borrower, the Applicable Agent and the applicable Designated Subsidiary Lenders shall treat each Person whose name is recorded in each applicable Designated Subsidiary Register pursuant to the terms hereof as a Designated Subsidiary Lender to such Designated Subsidiary hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. In addition, the Applicable Agent shall maintain on each applicable Designated Subsidiary Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. Each Designated Subsidiary Register shall be available for inspection by GWI or each applicable Designated Subsidiary and any applicable Designated Subsidiary Lender, at any reasonable time and from time to time upon reasonable prior notice.

20.4 Participations.

(a) Any Lender may at any time, without the consent of, or notice to, the Borrowers or any Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Letter of Credit Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents, the Lenders and the Issuing Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement.

(b) Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Credit Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a) or (b) of §27 that directly affects such Participant. Subject to subsection (c) of this §20.4, the Borrowers agree that each Participant shall be entitled to the benefits of

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§§6.6, 6.7, 6.9 and 6.12 (subject to the limitations and requirements of such Sections and §6.11) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to §20.2. To the extent permitted by applicable law, each Participant also shall be entitled to the benefits of §15 as though it were a Lender, provided such Participant agrees to be subject to §15 as though it were a Lender. Each Lender that sells a participation shall (acting solely for this purpose as a non-fiduciary agent of the Applicable Borrower) maintain a register complying with the requirements of §§163(f), 871(h) and 881(c)(2) of the Code on which is entered the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Credit Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the parties hereto shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement, notwithstanding notice to the contrary.

(c) A Participant shall not be entitled to receive any greater payment under §6.6, 6.7 or 6.12 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent the participation was sold with the Applicable Borrower’s prior written consent (not to be unreasonably withheld or delayed).

(d) Any Lender may at any time, without the consent of GWI or the Administrative Agent, pledge or assign a security interest in all or any portion of its rights under this Credit Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

20.5 Resignation as Issuing Lender After Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America, Bank of America-Canada Branch, Bank of America-London Branch or Bank of America-Australia Branch assigns all of its Commitments and Loans pursuant to §20.2, Bank of America, Bank of America-Canada Branch, Bank of America-London Branch or Bank of America-Australia Branch, as the case may be, may, (i) upon 30 days’ written notice to the Borrowers and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ written notice to the Borrowers, resign as Swingline Lender, Canadian Swingline Lender, European Swingline Lender, Australian Swingline Lender or UK Swingline Lender, as the case may be. In the event of any such resignation as Issuing Lender or any Swingline Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Lender or Applicable Swingline Lender hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America, Bank of America-Canada Branch, Bank of America-London Branch or Bank of America-Australia Branch, as the case may be, as Issuing Lender or Swingline Lender, as the case may be. If Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all Letter of Credit Obligations with respect thereto. If Bank of America, Bank of America-Canada Branch, Bank of America-London Branch or Bank of America-Australia Branch, as the case may be, resigns as the Applicable Swingline Lender, it shall retain all the rights of the Applicable Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Applicable Floating Rate Loans or fund risk participations in outstanding Swingline Loans

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pursuant to §2.7. Upon the appointment of a successor Issuing Lender and/or Applicable Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Applicable Swingline Lender, as the case may be, and (b) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

20.6 New Notes. Upon its receipt of an Assignment and Assumption executed by the parties to such assignment, together with each Note subject to such assignment, to the extent applicable, the Applicable Agent shall (a) record the information contained therein in the Applicable Register, and (b) give prompt notice thereof to the Borrowers. Within five (5) Business Days after receipt of such notice, the Borrowers, at their own expense, shall, upon the request of such assignee made through the Applicable Agent, execute and deliver to the Applicable Agent, in exchange for each surrendered Note, a new Note to the order of such assignee in an amount equal to the amount assumed by such assignee pursuant to such Assignment and Assumption and, if the assigning Lender has retained some portion of its obligations hereunder, upon the request of such assigning Lender made through the Applicable Agent, a new Note to the order of the assigning Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled and returned to the Borrowers.

20.7 Special Purpose Funding Vehicle. Notwithstanding anything to the contrary contained in this §20, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender, identified as such in writing from time to time delivered by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to a Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to this Credit Agreement, provided that (a) in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht), (b) nothing herein shall constitute a commitment to make any Loan by any SPC, (c) the Granting Lender’s obligations under this Credit Agreement shall remain unchanged, (d) the Granting Lender should retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (e) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any state thereof. In addition, notwithstanding anything to the contrary contained in this §20.7, any SPC may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or any Agent and without paying any processing fee therefor, assign all

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or a portion of its interests in any Loans (provided that, in the case of any European Loan or European Swingline Loan only, the Loan to which the option applies shall not be assigned to an assignee qualifying as forming part of the “public”, as such term is construed and interpreted in accordance with Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and subsequent implementation in the Dutch Financial Supervision Act (Wet op het financieel toezicht)) to its Granting Lender or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §§8.4 or 9.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Loan. An amendment to this §20.7 without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

20.8 Assignment to GWI. Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Credit Agreement in respect of its Term Loans to GWI or its Subsidiaries (a “Company Assignment”) through Dutch auction procedures open to all applicable Lenders on a pro rata basis in accordance with customary procedures to be agreed between GWI and the Administrative Agent (or other applicable agent managing such auction); provided that:

(i) any Term Loans acquired by GWI or any Subsidiary shall be retired and cancelled promptly upon the acquisition thereof;

(ii) no Default or Event of Default shall exist at the time of the Company Assignment or result therefrom;

(iii) on a pro forma basis, giving effect to the Company Assignment and all associated transactions, the Borrowers shall be in compliance with each of the covenants set forth in §11 as of the end of the latest fiscal quarter for which internal financial statements are available;

(iv) GWI shall affirm the No Undisclosed Information Representation as of the time of the Company Assignment; and

(v) no Revolving Loans shall be used to fund such Company Assignment.

21. NOTICES, ETC.

21.1 Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(a) if to any Loan Party, at Genesee & Wyoming Inc., Corporate Headquarters, 20 West Avenue, Darien, CT 06820, Attention: Timothy J. Gallagher, Chief Financial Officer, or at such other address for notice as such Loan Party shall last have furnished in writing to the Person giving the notice;

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(b) if to any Agent, at the address set forth on Schedule 21 or such other address for notice as such Agent shall last have furnished in writing to the Person giving the notice; and

(c) if to any Lender, at such Lender’s address set forth on Schedule II, or such other address for notice as such Lender shall have last furnished in writing to the Person giving the notice.

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in §21.2, shall be effective as provided in such §21.2.

21.2 Electronic Communications.

(a) Notices and other communications to the Lenders and the Issuing Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, such as Intralinks) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Lender pursuant to §5 if such Lender or the Issuing Lender, as applicable, has notified the Administrative Agent in writing that it is incapable of receiving notices under such §5 by electronic communication. The Administrative Agent or the Borrowers may, in their discretion, agree to accept notices and other communications to them hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(b) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWERS MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWERS MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWERS MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender, the Issuing Lender or any other Person for losses, claims, damages, liabilities

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or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or the Administrative Agent’s transmission of Borrowers Materials or notices through the Platform, any other electronic platform or electronic messaging services, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Borrower, any Lender, the Issuing Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

21.3 Change of Address, Etc. Each of the Borrowers, the Agents, the Issuing Lender and the Applicable Swingline Lender may change its address, telecopier or telephone number for notices and other communications hereunder by written notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by written notice to the Borrowers, the Applicable Agent, the Issuing Lender and the Applicable Swingline Lender. In addition, each Lender agrees to notify the Applicable Agent from time to time to ensure that the Applicable Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrowers Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrowers or its securities for purposes of United States Federal or state securities laws.

21.4 Reliance by Agents, Issuing Lender and Lenders. Each Agent, the Issuing Lender and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Agents, the Issuing Lender, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower (other than in the case of gross negligence or willful misconduct of such indemnified party). All telephonic notices to and other telephonic communications with any Agent may be recorded by such Agent, and each of the parties hereby consents to such recording.

22. GOVERNING LAW.

THIS CREDIT AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS (OTHER THAN ANY LOAN DOCUMENT EXPRESSLY GOVERNED BY THE LAWS OF ANOTHER JURISDICTION) ARE CONTRACTS UNDER THE LAWS 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. EACH OF THE LOAN PARTIES CONSENTS AND AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (OTHER THAN WITH RESPECT TO ACTIONS BY ANY AGENT OR ANY LENDER IN RESPECT OF RIGHTS UNDER ANY COLLATERAL DOCUMENT GOVERNED BY A LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL SUBJECT THERETO) MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK (LOCATED IN THE

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BOROUGH OF MANHATTAN) OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURT (OTHER THAN WITH RESPECT TO ACTIONS BY ANY AGENT OR ANY LENDER IN RESPECT OF RIGHTS UNDER ANY COLLATERAL DOCUMENT GOVERNED BY A LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL SUBJECT THERETO) AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON SUCH LOAN PARTY IN ACCORDANCE WITH LAW AT THE ADDRESS SPECIFIED IN §21. EACH OF THE LOAN PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. A FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT MAY BE ENFORCED IN ANY OTHER COURTS TO WHOSE JURISDICTION YOU ARE OR MAY BE SUBJECT BY SUIT UPON JUDGMENT.

Each of the Australian Borrower and each Australian Guarantor irrevocably appoints GWI in relation to proceedings in relation to this Credit Agreement as its agent to receive service of any legal process on its behalf without excluding any other means of service permitted by the law of any state or territory of Australia and agrees that failure by a process agent to notify it or any other Loan Party of the process will not invalidate the proceedings concerned. GWI accepts its appointment in this clause as agent for service.

23. HEADINGS.

The captions in this Credit Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

24. COUNTERPARTS.

This Credit Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Credit Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. Delivery by electronic transmission by any of the parties hereto of an executed counterpart hereof or of any amendment or waiver hereto shall be as effective as an original executed counterpart hereof or of such amendment or waiver and shall be considered a representation that an original executed counterpart hereof or such amendment or waiver, as the case may be, will be delivered.

25. ENTIRE AGREEMENT, ETC.

The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Credit Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in §27.

26. WAIVER OF JURY TRIAL, ETC.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS CREDIT AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER

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OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, EACH OF THE LOAN PARTIES HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE, ANY SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES AND WAIVES ALL SURETYSHIP DEFENSES GENERALLY. EACH OF THE BORROWERS (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR ANY AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR SUCH AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (b) ACKNOWLEDGES THAT THE AGENTS AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BECAUSE OF, AMONG OTHER THINGS, EACH OF THE LOAN PARTY’S WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

27. CONSENTS, AMENDMENTS, WAIVERS, ETC.

Any consent or approval required or permitted by this Credit Agreement to be given by the Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by any of the Borrowers or any of their Restricted Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrowers, the written consent of the Required Lenders and acknowledgement by the Administrative Agent; provided that for the avoidance of doubt the Administrative Agent’s consent shall not be required unless specifically provided for in this §27. Notwithstanding the foregoing, no amendment, modification or waiver shall:

(a) without the written consent of the Borrowers and each Lender directly affected thereby:

(i) reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Loans or the amount of the Commitment Fee or Letter of Credit Fees;

(ii) increase the amount of such Lender’s Commitment or extend the expiration date of such Lender’s Commitment;

(iii) postpone or extend the applicable Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to §6.10 and (B) any vote to rescind any acceleration made pursuant to §14.2 of amounts owing with respect to the Loans and other Obligations shall require only the approval of the Required Lenders); and

(iv) release all or substantially all the Guarantors from their guaranty obligations under the Guaranty;

(v) release all or substantially all of the Collateral in any transaction or series of related transactions;

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(b) without the written consent of all the Lenders, amend or waive (i) this §27, the definition of “Required Lenders”, “Required Domestic Lenders”, “Required Australian Lenders”, “Required European Lenders”, “Required Canadian Lenders”, “Required UK Lenders” or “Required Designated Subsidiary Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender, (ii) §2.11, (iii) §6.23, (iv) §14.3 or (v) §31;

(c) without the written consent of each Agent, amend or waive §16, the amount or time of payment of any fees payable pursuant to the Fee Letter or any other provision applicable to such Agent;

(d) without the written consent of each Swingline Lender, amend or waive any provision applicable to any Swingline Lender; and

(e) without the written consent of the Issuing Lender, amend or waive the amount or time of payment of any Letter of Credit Fees or other fees payable for the Issuing Lender’s account or any other provision applicable to the Issuing Lender.

No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of any Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other or further notice or demand in similar or other circumstances.

If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrowers may replace such non-consenting Lender in accordance with §6.11; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, the Required Lenders, the Required Domestic Lenders, the Required Australian Lenders, the Required European Lenders, the Required Canadian Lenders, the Required UK Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders, the Required Lenders, the Required Domestic Lenders, the Required Australian Lenders, the Required European Lenders, the Required Canadian Lenders, the Required UK Lenders, the applicable Required Designated Subsidiary Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

The Administrative Agent (in its sole discretion may, and shall, to the extent required by any Loan Document) and any applicable Loan Party may enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable requirements of Law.

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28. SEVERABILITY.

The provisions of this Credit Agreement are severable and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Credit Agreement in any jurisdiction. Without limiting the foregoing provisions of this §28, if and to the extent that the enforceability of any provisions in this Credit Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Issuing Lender or the Applicable Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

29. TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.

Each of the Agents, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Credit Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this §29, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Borrower and its obligations, (g) with the consent of the Borrowers or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this §29 or (y) becomes available to any Agent, any Lender, the Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers (except that paragraphs (c) and (d) do not permit any party to this Credit Agreement to disclose any information of the kind referred to in section 275(1) of the PPSA (Australia) and each Loan Party agrees not to authorize the disclosure of such information).

For purposes of this §29, (a) “Information” means all information received from the Borrowers or any of their Subsidiaries relating to the Borrowers or any of their Subsidiaries or any of their respective businesses, other than any such information that is available to any Agent, any Lender or the Issuing Lender on a nonconfidential basis prior to disclosure by the Borrowers or any their Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in this §29 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information and (b) to the extent section 275 of the PPSA (Australia) applies, the parties to this Credit Agreement agree that the terms of the security interest (as defined in the PPSA (Australia)) provided for under a Collateral Security are wholly contained in that Collateral Security.

30. USA PATRIOT ACT.

Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the Patriot Act and/or pursuant to applicable “know your customer”, counter-terrorism financing, economic and trade

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sanctions and anti-money laundering rules and regulations, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act and/or pursuant to applicable “know your customer”, counter-terrorism financing, economic and trade sanctions and anti-money laundering rules and regulations. Each Borrower shall promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer”, counter-terrorism financing, economic and trade sanctions and anti-money laundering rules and regulations, including the Patriot Act.

31. PARI PASSU TREATMENT.

(a) Notwithstanding anything to the contrary set forth herein, the Administrative Agent may and, upon the request of the Required Lenders, shall, upon notice to each Lender, cause each payment or prepayment of principal and interest received after the occurrence and during the continuance of an Event of Default hereunder to be distributed pari passu among the Lenders, in accordance with the aggregate outstanding principal amount of the Obligations owing to each Lender divided by the aggregate outstanding principal amount of all Obligations. Such notice shall also attach a schedule setting forth the aggregate outstanding principal amount of all Obligations at such time including a breakdown of the aggregate outstanding principal amount under each Commitment, any Domestic Term Loan and any Australian Term Loan.

(b) Following the occurrence and during the continuance of any Event of Default, each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any Borrower (pursuant to §15 or otherwise), including a secured claim under §506 of the Bankruptcy Code of the United States or other security or interest arising from or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of the Notes, Loans, Letters of Credit, Letter of Credit Obligations and other Obligations held by it as a result of which the unpaid principal portion of the Notes and the Obligations held by it shall be proportionately less than the unpaid principal portion of the Notes and Obligations held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and Obligations held by such other Lender, so that the aggregate unpaid principal amount of the Notes, Obligations and participations in Notes and Obligations held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of the Notes and Obligations then outstanding as the principal amount of the Notes and other Obligations held by it prior to such exercise of banker’s lien, setoff or counterclaim was to the principal amount of all Notes and other Obligations outstanding prior to such exercise of banker’s lien, setoff or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this §31 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest.

(c) Following the occurrence and during the continuance of any Event of Default and unless and until the effectiveness of a transfer of Commitments pursuant to §31(d), each Lender agrees that, upon notice from the Administrative Agent to such Lender, which notice shall be provided upon the request of the Required Lenders or may be provided by the Administrative Agent in its sole discretion, such Lender shall be deemed to have purchased from each other Lender a participation in the risk associated with the Notes and Obligations held by each other Lender, so that the aggregate principal amount of the Notes and Obligations held by each Lender shall be equivalent to such Lender’s Commitment Percentage. Upon demand by the Administrative Agent, made at the request of the

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Required Lenders, each Lender that has purchased such participation (a “Purchasing Lender”) shall pay the amount of such participation to the Applicable Agent for the account of each Lender whose outstanding Loans and participations in Letter of Credit Obligations exceed their Commitment Percentages. Any such participation may, at the option of such Purchasing Lender, be paid in Dollars, Canadian Dollars, Australian Dollars or Euros (the “Funding Currency”), (in an amount equal to the then applicable Dollar Equivalent amount of such participation) and such payment shall be converted by the Applicable Agent at the exchange rate into the currency of the Loan or Letter of Credit Obligation in which such participation is being purchased. The Borrowers agree to indemnify each Purchasing Lender for any loss, cost or expense incurred by such Purchasing Lender as a result of entering into any reasonable hedging arrangements between the Funding Currency and the currency of the Loan or Letter of Credit Obligation in which such participation is being purchased in connection with the funding of such participation or as a result of any payment on account of such participation in a currency other than that funded by the Purchasing Lender.

(d) Upon the written instruction of the Required Lenders, the Aggregate European Commitments, the Aggregate Canadian Revolving Loan Commitments, the Aggregate Australian Revolving Loan Commitments, the Aggregate UK Revolving Loan Commitments and the Aggregate Designated Subsidiary Commitments shall be immediately transferred by the Borrowers to the Aggregate Domestic Revolving Loan Commitments; provided that (i) no such transfer of Commitments shall occur until the date that is sixty (60) days after the date of the acceleration of the Obligations pursuant to §14 and (ii) prior to requesting any such transfer of Commitments, the Agents and the Lenders shall utilize their reasonable best efforts to avoid the imposition of withholding tax liability on any Domestic Borrower which would arise as a result of any such transfer of Commitments (including, without limitation, to the extent useful, the use of participations pursuant to §31(c) and the use of fronting banks in the United Kingdom, the Netherlands, Canada and Australia). Upon the effectiveness of any such transfer the outstanding European Loans, Canadian Revolving Loans, Australian Revolving Loans, UK Revolving Loans and Designated Subsidiary Revolving Loans shall be repaid with advances made to the Domestic Borrowers under the Aggregate Domestic Revolving Loan Commitments, advanced by the Lenders in such manner that after giving effect thereto, the percentage of the outstanding Loans and Letter of Credit Obligations of each Lender will equal such Lender’s Commitment Percentage of all outstanding Loans and Letter of Credit Obligations.

(e) Each Borrower expressly consents to the foregoing arrangements and agrees that any Person holding such a participation in the Notes and the Obligations deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by such Borrower to such Person as fully as if such Person had made a Loan directly to such Borrower in the amount of such participation.

32. NO ADVISORY OR FIDUCIARY RESPONSIBILITY.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrowers and the other Loan Parties acknowledges and agrees that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Co-Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents and the Lenders are arm’s-length commercial transactions between the each of the Borrowers and the other Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Co-Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents and the Lenders, on the other hand, (B) each of the Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrowers and the other Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and

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by the other Loan Documents; (ii) (A) the Administrative Agent, Co-Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each of the Borrowers and the other Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Co-Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents nor any Lender has any obligation to each of the Borrowers and the other Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Co-Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Borrowers and the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Co-Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents nor any Lender has any obligation to disclose any of such interests to each of the Borrowers and the other Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and the other Loan Parties hereby waive and release any claims that it may have against the Administrative Agent, the Co-Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

33. PUBLIC OFFER.

33.1 Co-Lead Arrangers’ Representations, Warranties and Undertakings. Bank of America undertakes, represent and warrant to the Australian Borrower as follows:

(a) On behalf of the Borrowers, Bank of America made invitations to become a Lender under this Credit Agreement (i) to at least ten Persons, each of whom, as at the date the relevant invitation is made, the relevant officers of Bank of America involved in the transaction on a day to day basis believe carries on the business of providing finance or investing or dealing in securities in the course of operating in financial markets, for the purposes of section 128F(3A)(a)(i) of the Australian Tax Act, and each of whom has been disclosed to the Borrowers, or (ii) in an electronic form that is used by financial markets for dealing in debentures (as defined in section 128F(9) of the Australian Tax Act) or debt interests (as defined in sections 974-15 and 974-20 of the Australian Tax Act) such as Reuters or Bloomberg.

(b) At least 10 of the Persons to whom Bank of America (on behalf of the Borrowers) have made invitations referred to in §33.1(a)(i) are not, as at the date the invitations are made, to the knowledge of the relevant officers of Bank of America involved in the transaction, Associates of any of the others of those 10 invitees, any Co-Lead Arranger or any Australian Lender.

(c) Bank of America has not made and will not make offers or invitations referred to in §33.1(a)(i) to Persons whom the relevant officers of each Co-Lead Arranger involved in the transaction on a day to day basis are aware are Offshore Associates of the Australian Borrower.

33.2 Confirmations. The Australian Borrower confirms that none of the potential offerees whose names were disclosed to it by Bank of America before the Closing Date or the Restatement Effective Date were known or suspected by it to be an Offshore Associate of it or an Associate of any other such invitee. During the period of the Primary Syndication, if requested in writing by Bank of America, the Australian Borrower will advise Bank of America, within a reasonable period of time, if the potential offerees disclosed to it by Bank of America are known or suspected by it to be an Offshore Associate of the Australian Borrower or an Associate or any other offeree.

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33.3 Australian Lender’s Representations and Warranties. Each Australian Lender represents and warrants to the Australian Borrower that, if it received an invitation under §33.1(a)(i), at the time it received the invitation it was carrying on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets.

33.4 Information. Each Co-Lead Arranger and each Australian Lender will provide to the Australian Borrower when reasonably requested by the Australian Borrower any factual information in its possession or which it is reasonably able to provide to assist the Australian Borrower to demonstrate (based upon tax advice received by the Australian Borrower) that section 128F of the Australian Tax Act has been satisfied where to do so will not, in the reasonable opinion of Bank of America or the Australian Lenders, breach any law or regulation or any duty of confidence.

33.5 Co-operation if Section 128F Requirement not Satisfied. If, for any reason, the requirements of section 128F of the Australian Tax Act have not been satisfied in relation to interest payable on Loans (except to an Offshore Associate of the Australian Borrower), then on request by any Agent, any Co-Lead Arranger or the Australian Borrower, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements (a) where an Australian Lender breaches §33.3, at the cost of that Australian Lender or in all other cases, at the cost of the Australian Borrower.

33.6 Section 128F Syndication Statement. The parties agree that this Credit Agreement is a “syndicated facility agreement” for the purposes of section 128F(11) of the Australian Tax Act.

34. ATTORNEYS.

Each of the attorneys executing this Credit Agreement states that the attorney has no notice of the revocation of the power of attorney appointing that attorney.

35. AMENDMENT AND RESTATEMENT.

(a) The Loan Parties, the Agents, the Issuing Bank, the Swingline Lenders and the Lenders hereby agree that upon the effectiveness of this Credit Agreement, the terms and provisions of the Original Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Credit Agreement and the terms and provisions of the Original Credit Agreement, except as otherwise provided in this Credit Agreement (including, without limitation, clause (b) of this §35), shall be superseded by this Credit Agreement.

(b) Notwithstanding the amendment and restatement of the Original Credit Agreement by this Credit Agreement, the Loan Parties shall be liable in accordance with the terms and subject to the limitations set forth in the Original Credit Agreement to each Indemnified Person with respect to agreements on their part under the Original Credit Agreement to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Original Credit Agreement. This Credit Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Original Credit Agreement and is not intended to constitute a novation of the Original Credit Agreement.

By execution of this Credit Agreement all parties hereto agree that (i) each relevant Security Agreements and the other Loan Documents are hereby amended such that all references to the Original Credit Agreement and the Loans and Commitments thereunder shall be deemed to refer to this Credit Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the

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Guaranty and the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Credit Agreement, subject to any applicable limitations and conditions set forth therein and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guaranty after giving effect to this Credit Agreement subject to any applicable limitations and conditions set forth therein. After giving effect to this Credit Agreement and the transactions contemplated hereby, neither the modification of the Original Credit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Credit Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Collateral Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens (except as specified in §9.16 with respect to the Mortgages referred to therein).

36. Electronic Execution of Assignments and Certain Other Documents.

The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Requests, Swingline Loan Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

37. Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

[Signature Page Intentionally Omitted]

-203-

EX-99.1

Exhibit 99.1

Genesee & Wyoming Australia Enters Into Agreements to Acquire Glencore Rail and to Concurrently Issue a 49% Equity Stake to Macquarie Infrastructure and Real Assets

DARIEN, Conn. –(BusinessWire)–Genesee & Wyoming Inc. (G&W) (NYSE: GWR) announced today that its subsidiary Genesee & Wyoming Australia (GWA) has entered into agreements to acquire Glencore Rail (GRail) for A$1.14 billion and concurrently issue a 49% equity stake in GWA to funds managed by Macquarie Infrastructure and Real Assets (MIRA).

Transaction Highlights

• Strengthens GWA’s nationwide footprint in Australia by adding a significant presence in the Hunter Valley coal supply chain in New South Wales complementing GWA’s existing intermodal, agricultural and mining business in South Australia and the Northern Territory

• Initial financial impact to G&W is expected to be neutral to G&W’s Net Income and EPS, and modestly free cash flow accretive. In the medium term, G&W expects significant Net Income, EPS and free cash flow accretion from anticipated growth under the rail haulage contract

• Acquisition of GRail for A$1.14 billion (US$866 million at current exchange rates) adds A$100 million of 2017E EBITDA (US$76 million), which is expected to grow to A$150 million (US$114 million) in the medium term supported by a long-term take-or-pay and exclusivity contract with Glencore Coal Pty Limited (GC)⁽¹⁾

• Creation of GWA partnership (51% G&W and 49% MIRA) with an enterprise value of A$2 billion (Adjusted EBITDA of A$180 million from combined GRail and existing GWA run-rate) joins operating expertise of GWA with financial resources of MIRA, the largest manager of infrastructure assets globally⁽¹⁾

• Transaction expected to close on December 1, 2016, subject to Australian Foreign Investment Review Board approval

G&W and MIRA Comments

Jack Hellmann, President and CEO of G&W, commented, “The acquisition of Glencore Rail solidifies GWA’s position as the most efficient rail operator with the highest service quality in the Australian rail market. Through the acquisition and 49% new equity issued to MIRA, we are effectively doubling the size of GWA and retaining 51% of a business with stronger long-term free cash flow and a significant portion of GWA’s rail shipments under long-term, take-or-pay contracts.”

“We are pleased to be enhancing our existing relationship with Glencore through a two-decade rail haulage contract that provides for exclusive rights to rail shipments from some of the premier steam coal mines in the world, serving end users in Japan, South Korea, Taiwan and Southeast Asia. Furthermore, we believe that our partnership with a world class Australian infrastructure investor in MIRA will enable us to leverage our rail platform for extensive future growth within Australia.”

Frank Kwok, Asia-Pacific Co-Head of MIRA, said, “We are pleased to be partnering with G&W, a leading global rail operator in their Australian business. GWA is a strong business that owns and operates

essential rail infrastructure supporting industries primarily operating in regional Australia. For MIRA, this agreement expands our infrastructure footprint in Australia and allows us to contribute our international experience investing and managing transport and transport services assets.”

Description of Glencore Rail (GRail)

GRail’s coal haulage business was established in 2010 as an alternative rail service provider to the incumbent railroads in the Hunter Valley and has grown to be the third largest coal haulage business in Australia. G&W’s Freightliner Australia subsidiary (acquired by G&W in March 2015) has been the rail operator of GRail since inception and presently provides haulage and logistics services for approximately 40 million tonnes per year of steam coal that is among the lowest cost and highest quality coal in the world. These services will continue following the GRail transaction.

In conjunction with the acquisition of GRail, GWA will enter into a 20-year rail haulage contract with GC. The rail haulage contract will contain rights, subject to certain limitations, to exclusively haul all coal produced at GC’s existing mines in the Hunter Valley to the Port of Newcastle and will have minimum guaranteed volumes over the first 18 years. Initial volumes under the rail haulage contract are expected to be approximately 40 million tonnes per year. GC’s obligations under the contract will be guaranteed by Glencore plc (LN: GLEN).

The GRail transaction includes the acquisition of nine train sets (30 locomotives and 894 wagons). Rail haulage service is operated on government-owned, open-access track that is coordinated by a neutral third party. Track access fees will continue to be paid directly by GC.

In addition to being the most efficient operator in the Hunter Valley, GWA’s quarterly service performance under the existing contract with GRail has consistently exceeded 99% of GC’s ordered tonnes for export. Following the acquisition, GWA plans to deploy surplus high-horsepower locomotives from South Australia to New South Wales to pursue new business opportunities and provide additional redundancy for the existing coal haulage operations. In the medium term, GWA anticipates purchasing two additional train sets (approximately A$50 million per train set) to handle incremental tonnages that are expected to be available under the rail haulage contract with GC.

GWA Financial Overview

Since GWA presently operates the GRail business (since the 2015 acquisition of Freightliner), the revenues and operating costs associated with GRail have been included in GWA’s financial results; therefore, the table below highlights the anticipated incremental contribution from the GRail acquisition on G&W’s Australian Operations (GWA Combined).

A$ in millions	GWA(a)			Incremental GRail(b)		GWA Combined
Revenue	A$	290		A$	100	A$	390
Net Income		(4	)		NM		~(4	)
Adjusted Net Income		22			NM		~22
Adjusted EBIT		42			58		100
D&A		38			42		80
Adjusted EBITDA		80			100		180
Average Sustaining Annual Capital Expenditures		20			5		25

(a) Approximate run-rate of existing GWA operations, adjusted to exclude the impairment and related costs recorded in the first quarter of 2016 and costs incurred to the transactions described herein⁽¹⁾

(b) Year 1 expectations for GRail. Net Income for GRail includes the consolidated impact of the capitalization of GWA following the transaction and excludes MIRA’s 49% share of GWA’s Net Income

To create the A$2 billion enterprise value partnership, G&W and MIRA are contributing a combined A$1.3 billion in the form of cash, shareholder loans and contributed equity, and GWA is entering into a five-year A$690 million senior secured term loan facility that is non-recourse to G&W and MIRA. These proceeds will be used to acquire GRail for A$1.14 billion, repay GWA’s existing A$250 million term loan (under G&W’s credit facility) and pay A$32 million of transaction costs.

Sources	A$ in millions
New AUD Bank Debt	A$	690
MIRA (equity & SH loan)		644
GWA Equity (contributed)		597
New Cash from G&W		88
Total Sources	A$	2,019

Uses	A$ in millions
Purchase GRail	A$	1,140
Repay GWA Term Loan		250
GWA Equity (contributed)		597
Transaction Costs		32
Total Uses	A$	2,019

The new A$690 million senior secured term loan from the Australian bank facility is initially priced at BBSY +290 bps (BBSY is analogous to LIBOR). GWA anticipates it will enter into interest rate hedging contracts to fix 75% of interest payments for the first three years and 50% of interest payments over the remaining two years. All-in interest cost for the A$690 million senior secured term loan facility is approximately 5% per annum inclusive of the amortization of upfront fees. The new A$690 million bank facility is non-recourse to G&W.

In addition, GWA will incur approximately A$14 million of interest expense associated with a A$240 million non-recourse subordinated shareholder loan from MIRA used to fund a portion of its equity contribution (note G&W has a matching shareholder loan for a portion of its contributed equity that is eliminated in consolidation).

G&W will also contribute A$88 million (US$67 million) in cash that will be drawn under G&W’s revolving credit facility at a current borrowing cost of 2.5%.

Financial Impact on G&W

G&W expects the transaction to be initially EPS neutral, subject to finalization of acquisition accounting under U.S. GAAP, and for the transaction to be modestly free cash flow accretive. In the medium term, G&W expects significant EPS and free cash flow accretion from anticipated growth under the terms of the rail haulage contract.

Following the transaction, G&W will continue to consolidate 100% of GWA in its financial statements and will record a noncontrolling interest for MIRA’s 49% equity ownership. The incremental financial impact to G&W’s consolidated financial results is expected to include US$76 million (A$100 million) of revenue, US$44 million (A$58 million) of EBIT, US$32 million (A$42 million) of depreciation & amortization, US$30 million of interest expense (A$40 million), US$9 to US$10 million of net income attributable to noncontrolling interest for MIRA’s 49% stake (A$12 to A$13 million) and US$3.8 million (A$5 million) of capital expenditures.

The expected US$30 million (A$40 million) incremental interest expense includes the net impact of the new A$690 million term loan facility (~5% interest rate) compared to GWA’s existing interest expense (A$250 million at a ~4% interest rate), as well as the interest expense from the A$88 million (~2.5% interest rate) that G&W is contributing to the partnership and interest expense from the A$240 million shareholder loan (~6% interest rate) used to fund a portion of MIRA’s investment.

G&W has concurrently entered into an amendment to its Senior Secured Syndicated Facility Agreement (the “credit facility”) to, among other things, remove GWA as a borrower and guarantor under the credit facility upon the consummation of the GRail transaction. As a result of removing GWA from the credit facility, G&W will not include GWA’s debt, interest cost or EBITDA in determining compliance with the financial covenants under G&W’s credit facility but will include cash distributions received from GWA; we expect these changes and this transaction will not have a material effect on G&W’s leverage.

G&W Advisors

Bank of America Merrill Lynch served as financial advisor. Allens served as legal advisor on the GRail acquisition and formation of the GWA partnership, and King & Wood Mallesons served as legal advisor on the Australian debt financing.

MIRA Advisors

Macquarie Capital served as financial advisor. Norton Rose Fulbright served as legal advisor.

About G&W

Genesee & Wyoming owns or leases 121 freight railroads worldwide that are organized in 10 operating regions with approximately 7,200 employees and more than 2,800 customers.

• G&W’s eight North American regions serve 41 U.S. states and four Canadian provinces and include 114 short line and regional freight railroads with more than 13,000 track-miles.

• G&W’s Australia Region provides rail freight services in New South Wales, the Northern Territory and South Australia and operates the 1,400-mile Tarcoola-to-Darwin rail line.

• G&W’s U.K./Europe Region is led by Freightliner, the U.K.’s largest rail maritime intermodal operator and second-largest rail freight company. Operations also include heavy-haul in Poland and Germany and cross-border intermodal services connecting Northern European seaports with key industrial regions throughout the continent.

G&W subsidiaries provide rail service at more than 40 major ports in North America, Australia and Europe and perform contract coal loading and railcar switching for industrial customers.

For more information, visit gwrr.com.

About GWA

Genesee & Wyoming Australia (GWA) operates nearly 5,000 km of track in South Australia and the Northern Territory, including the 2,200-km Tarcoola-to-Darwin railway, and has approximately 600 employees, 90 locomotives and 1,100 wagons. An accredited rail-service provider in six Australian states (all but Tasmania), GWA provides intermodal service six days per week on the Adelaide-to-Darwin corridor as well as intrastate haulage of bulk commodities including grain, steel and minerals, and operates a coal haulage service under contract in New South Wales transporting approximately 40 million tonnes annually.

About MIRA

MIRA is part of Macquarie Asset Management, the asset management arm of global financial services institution Macquarie Group.

MIRA pioneered Infrastructure as an asset class for institutional investors. For more than 20 years it has been investing in and managing the assets that people use every day – extending beyond infrastructure to real estate, agriculture and energy.

MIRA’s regional teams of operational and financial experts work where MIRA’s funds invest and their portfolio companies operate. They are part of a far reaching global team which helps MIRA clients to see across the regions and deep into local markets.

MIRA has assets under management of $US104 billion invested in 130 portfolio businesses, ~300 properties and 2.8 million hectares of farmland (as at 31 March 2016).

For more information, visit www.mirafunds.com

This press release contains “forward-looking statements” relating to the proposed transaction by G&W and GWA. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in G&W’s Annual Report on Form 10-K for the most recently ended fiscal year. G&W does not undertake, and expressly disclaims, any duty to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Contact:

Genesee & Wyoming Inc.

Media:

Michael Williams, 203-202-8916

mwilliams@gwrr.com

Investor:

T.J. Gallagher, 203-202-8904

tjgallagher@gwrr.com

or

Tom Savage, 203-202-8914

tsavage@gwrr.com

(1) Earnings before interest and taxes (EBIT), adjusted EBIT, earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted EBITDA and adjusted Net Income are non-GAAP financial measures and are not intended to replace financial measures calculated in accordance with GAAP. The information required by Item 10(e) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and Regulation G under the Securities Exchange Act of 1934, including a reconciliation to the most directly comparable financial measures calculated in accordance with GAAP, is included in the tables attached to this press release.

Non-GAAP Financial Measures

This press release contains references to earnings before interest and taxes (EBIT), adjusted EBIT, earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted EBITDA and adjusted Net Income, which are “non-GAAP financial measures” as this term is defined in Item 10(e) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and Regulation G under the Securities Exchange Act of 1934. In accordance with these rules, G&W has reconciled these non-GAAP financial measures to their most directly comparable U.S. GAAP measures.

Management views these non-GAAP financial measures as important measures of G&W’s operating performance. These non-GAAP financial measures are not intended to represent, and should not be considered more meaningful than, or as an alternative to, their most directly comparable GAAP measures. These non-GAAP financial measures may be different from similarly-titled non-GAAP financial measures used by other companies.

The following tables set forth reconciliations of each of these non-GAAP financial measures to their most directly comparable GAAP measure ($ in AUD in millions).

GWA Adjusted Net Income Reconciliation

	GWA
Net income	$	(4	)
Add back certain items
Australia impairment and related costs		28
Corporate development and related costs		5
Restructuring costs		1
Provision for income taxes		(8	)
Adjusted net income	$	22

GWA Adjusted EBIT and EBITDA Reconciliation

	Three Months Ended March 31, 2016			Three Months Ended June 30, 2016		Three Months Ended September 30, 2016		Three Months Ended December 31, 2016 - Guidance		Twelve Months Ended December 31, 2016 - Guidance
Net income/(loss)	$	(14.9	)	$	6.0	$	1.1	$	3.7	$	(4.1	)
Add back:
Provision for/(benefit from) income taxes		(3.3	)		3.0		1.1		1.7		2.5
Interest expense - net		3.3			3.2		2.9		2.8		12.2
EBIT	$	(14.9	)	$	12.2	$	5.0	$	8.2	$	10.6
Depreciation and amortization expense		9.3			9.7		9.4		9.9		38.3
EBITDA	$	(5.6	)	$	21.9	$	14.4	$	18.1	$	48.9
Add back certain items
Australia impairment and related costs		28.2			—		—		—		28.2
Corporate development and related costs		0.2			1.1		3.9		0.1		5.3
Restructuring costs		0.9			—		0.1		—		1.0
Net gain on sale of assets		—			—		—		0.2		0.2
Adjusted EBIT	$	14.4		$	13.3	$	9.0	$	8.5	$	45.3
Adjusted EBITDA	$	23.7		$	23.0	$	18.4	$	18.5	$	83.6
Adjusted EBIT Rounded										$	45
Adjusted EBITDA Rounded										$	80

GWA Combined EBIT and EBITDA Reconciliation

	GWA			Incremental Transaction Impact		GWA Combined
Net income	$	(4	)	$	4	$	—
Add back:
Provision income taxes		2			1		3
Interest expense - net		12			53		65
EBIT	$	11		$	58	$	69
Depreciation and amortization expense		38			42		80
EBITDA	$	49		$	100	$	149
Add back certain items
Australia impairment and related costs		28			—		28
Corporate development and related costs		5			—		5
Restructuring costs		1			—		1
Adjusted EBIT	$	45		$	58	$	103
Adjusted EBITDA	$	84		$	100	$	184
Adjusted EBIT Rounded	$	45		$	55	$	100
Adjusted EBITDA Rounded	$	80		$	100	$	180