EX-10.1



 Exhibit 10.1 
 AMENDMENT NO. 1 
 TO 

CREDIT AGREEMENT 
 This AMENDMENT NO. 1, dated as of March 28, 2013 (this “Amendment”), to the 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”), ROTTERDAM RAIL FEEDING B.V., a private limited liability company (besloten vennootschap) incorporated under the laws of the
Netherlands with its statutory seat in Dordrecht, the Netherlands (the “European Borrower” and, together with the Domestic Borrowers, the Canadian Borrower and the Australian Borrower, the “Borrowers”), the
Guarantors, the Lenders and BANK OF AMERICA, N.A., acting as Administrative Agent, Canadian Agent and European Agent (collectively in such capacities and including any successors in such capacities, the “Agents”), and amends
the Senior Secured Syndicated Facility Agreement, dated as of October 1, 2012 (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. 1 Effective Date (as defined below), hereby amended as follows:

 (a) the definition of “Adjustment Date” set forth in §1.1 of the Credit Agreement is amended by
deleting the definition therein and replacing it with the following: 
 ““Adjustment Date”. Each
April 1, May 16, August 15 and November 15.” 







 (b) the definition of “Applicable Margin” set forth in §1.1 of the
Credit Agreement is amended by deleting the definition therein and replacing it with the following: 
 ““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
Applicable Margin	 	 	Applicable Offered
Rate, Letter
of
Credit
Applicable Margin	 	 	Commitment
Fee Rate	 
	 I
	  	 Greater than or equal to 4.25 to 1.00
	 	 	1.500	% 	 	 	2.500	% 	 	 	0.500	% 
	 II
	  	 Greater than or equal to 3.75 to 1.00 but less than 4.25 to 1.00
	 	 	1.250	% 	 	 	2.250	% 	 	 	0.500	% 
	 III
	  	 Greater than or equal to 3.25 to 1.00 but less than 3.75 to 1.00
	 	 	1.000	% 	 	 	2.000	% 	 	 	0.400	% 
	 IV
	  	 Greater than or equal to 2.75 to 1.00 but less than 3.25 to 1.00
	 	 	0.750	% 	 	 	1.750	% 	 	 	0.350	% 
	 V
	  	 Greater than or equal to 2.25 to 1.00 but less than 2.75 to 1.00
	 	 	0.500	% 	 	 	1.500	% 	 	 	0.300	% 
	 VI
	  	 Less than 2.25 to 1.00
	 	 	0.250	% 	 	 	1.250	% 	 	 	0.250	% 

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

  
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 (c) the following definition shall be added to §1.1 of the Credit Agreement immediately
following the definition of “Combined Material Adverse Effect”: 
 ““Commodity Exchange
Act”. The Commodity Exchange Act (7 U.S.C. § 1 et seq.).” 
 (d) the following definition shall be
added to §1.1 of the Credit Agreement immediately following the definition of “Excess Cash Flow”: 
 ““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.” 
 (e) the definition of “Foreign Obligations” set forth in §1.1 of the Credit Agreement shall be amended by adding the following sentence at the end thereof: 

“Foreign Obligations shall in no event include any Excluded Swap Obligations.” 

(f) the definition of “Mortgaged Property” set forth in §1.1 of the Credit Agreement is amended by deleting it in its
entirety and replacing it with the following: 
 ““Mortgaged Property”. (a) Each
real property identified as a Mortgaged Property on Schedule 7(a) to the Perfection Certificate and Canadian Perfection 

  
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Certificate dated the Closing Date and (b) each real property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to §9.13, 9.14, 9.16 or 9.19;
provided that, in each case, the Mortgaged Property delivered under §9.19 shall include only the real property of those railroads listed on Schedule 1 attached hereto which were owned by the U.S. Loan Parties as of the Closing Date;
provided further that no real property located outside of the United States owned by RailAmerica and its Subsidiaries as of the Closing Date shall be Mortgaged Property. For the avoidance of doubt, in the case of real property identified on
Schedule 7(a) of the Perfection Certificate or any Perfection Certificate Supplement, at no time shall Mortgaged Property include any Buildings or Manufactured (Mobile) Homes.” 

(g) the following definition shall be added to §1.1 of the Credit Agreement immediately following the definition of “Purchasing
Lender”: 
 ““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.” 
 (h) the following definition shall be added to
§1.1 of the Credit Agreement immediately following the definition of “SPC”: 

““Specified Guarantor”. Any Guarantor that is not an “eligible contract participant” under
the Commodity Exchange Act (determined prior to giving effect to § 35).” 
 (i) the following definitions shall be
added to §1.1 of the Credit Agreement immediately following the definition of “Subsidiary”: 

““Swap”. Any agreement, contract, or transaction that constitutes a “swap” within the
meaning of Section 1a(47) of the Commodity Exchange Act.” 
 ““Swap Obligation”.
With respect to any Person, any obligation to pay or perform under any Swap.” 
 (j) the definition of “U.S.
Obligations” set forth in §1.1 of the Credit Agreement shall be amended by adding the following sentence at the end thereof: 
 “U.S. Obligations shall in no event include any Excluded Swap Obligations.” 

  
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 (k) the following section shall be added immediately following §7.7 of the Credit
Agreement: 
 “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.” 
 (l) § 14.3 (a) and (b) shall be amended, in each case, by adding the following sentence at the end thereof: 

“Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap
Obligation of such Guarantor.” 
 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. 1 Effective Date”): 
 (a) Executed Counterparts. The Agents shall have received this Amendment, duly executed by the Borrowers, the Guarantors, the Agents, each Lender that consents to this Amendment and any Replacement
Lenders, if applicable; 
 (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. 1 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. 1 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 

  
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Lenders, and to the extent that such representations and warranties relate expressly to an earlier date); provided, 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. The Borrowers shall have provided a certificate signed by an authorized officer of each of the Borrowers certifying as to the satisfaction of the conditions set
forth in paragraphs (b) and (c) of this Section 2; and 
 (e) 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 March 19, 2013 (as supplemented or otherwise modified), between GWI and the Administrative Agent. 

Section 3. Representations and Warranties 
 On and as of the Amendment No. 1 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; 
 (c) the execution, delivery and performance by each of the Loan Parties party to this
Amendment does not require the approval, consent, order, 

  
 -6-









 
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 provision 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 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; and

 (d) Since October 1, 2012 (except with respect to RailAmerica and its Subsidiaries, January 14,
2013), there has been no change to any Loan Party’s Governing Documents. 
 Section 4. Replacement Lenders and
Non-Consenting Lenders 
 If any Lender under the Credit Agreement declines or fails to consent to this
Amendment by failing to return an executed counterpart of this Amendment to the Agents prior to 5:00 p.m., New York time on March 25, 2013 (the “Consent Deadline”) or elects to assign a portion of its Loans, then pursuant to
and in compliance with the terms of §6.11 and §27 of the Credit Agreement, such Lender may be replaced and its commitments and/or obligations purchased and assumed (or a portion thereof) by either a Replacement Lender or an existing Lender
which is willing to increase its Loans. For the avoidance of doubt, if a Lender declines or fails to consent to this Amendment it will be deemed to be the execution of an Assignment and Assumption Agreement (“Assignment Agreement”).

 Section 5. Fees and Expenses 
 Each of the Borrowers agrees to pay in accordance with the terms of §12.6 (Payment of Expenses and Taxes) 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. 1 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. 1 Effective Date. 

  
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 (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. 
 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 

  
 -8-









 
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. 

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] 

  
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 IN WITNESS WHEREOF, the undersigned have duly executed this Credit Agreement as of
the date first set forth 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
			
		 		 	QUEBEC GATINEAU RAILWAY INC.
				
		 		 	 By:
	 	 /s/ Mark W. Hastings

		 		 		 	Name:	 	Mark W. Hastings
		 		 		 	Title:	 	Treasurer
			
		 		 	ROTTERDAM RAIL FEEDING B.V..
				
		 		 	By:	 	 /s/ Mark W. Hastings

		 		 		 	Name:	 	Mark W. Hastings
		 		 		 	Title:	 	Director

  
  

					
	Executed for GENESEE & WYOMING AUSTRALIA PTY LTD in accordance with section 127 of the Corporation Act 2001 (Cwlth) by:	 		 	
			
	 /s/ Mark W. Hastings
	 		 	 /s/ Greg Pauline

	Signature of director	 		 	Signature of director
			
	 Mark W. Hastings
	 		 	 Greg Pauline

	Name of director (print)	 		 	Name of director (print)


  
 [Signature
Page to Amendment No. 1] 









									
	 U.S. GUARANTORS:
	 		 	 AN RAILWAY, LLC

ARIZONA EASTERN RAILWAY COMPANY
 ARKANSAS
LOUISIANA & MISSISSIPPI RAILROAD COMPANY
 ATLANTIC & WESTERN RAILWAY, LIMITED PARTNERSHIP

BUFFALO & PITTSBURGH RAILROAD, INC.
 CAGY
INDUSTRIES, INC.
 CHATTAHOOCHEE BAY RAILROAD, INC.
 CHATTAHOOCHEE INDUSTRIAL RAILROAD
 CHATTOOGA & CHICKAMAUGA RAILWAY CO.

COLUMBUS & CHATTAHOOCHEE RAILROAD, INC.

COLUMBUS & GREENVILLE RAILWAY COMPANY

COMMONWEALTH RAILWAY, INCORPORATED
 CORPUS
CHRISTI TERMINAL RAILROAD, INC.
 EAST TENNESSEE RAILWAY, L.P.
 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 AND WYOMING RAILROAD COMPANY

GENESEE & WYOMING RAILROAD SERVICES, INC.

GEORGIA CENTRAL RAILWAY, LP.
 GEORGIA
SOUTHWESTERN RAILROAD, INC.
 GOLDEN ISLES TERMINAL RAILROAD, INC.
 GRIZZARD TRANSFER COMPANY, INC.
 GSW ACQUISMON SUB, INC.

GWI CANADA, INC.
 GWI INTERNATIONAL
LLC
 GWI LEASING CORPORATION
 GWI RAIL
MANAGEMENT CORPORATION
 HILTON & ALBANY RAILROAD, INC.
 ILLINOIS & MIDLAND RAILROAD, INC.
 KWT RAILWAY, INC.

LITTLE ROCK & WESTERN RAILWAY, L.P.

LOUISIANA & DELTA RAILROAD, INC.
 LUXAPALILA
VALLEY RAILROAD INC.

				
		 		 	By:	  	 /s/ Matthew O. Walsh

		 		 		  	Name:	 	Matthew O. Walsh
		 		 		  	Title:	 	Vice President


  
 [Signature
Page to Amendment No. 1] 









									
	 U.S. GUARANTORS:
         (CONTINUED)
	 		 	 MAINE INTERMODAL TRANSPORTATION, INC.
 MARYLAND MIDLAND RAILWAY, INC.
 MERIDIAN & BIGBEE RAILROAD, L.L.C.

MMID HOLDING INC.
 OHIO AND PENNSYLVANIA RAILROAD
COMPANY
 OHIO CENTRAL RAILROAD, INC.

OHIO SOUTHERN RAILROAD, INC.
 P&L JUNCTION
HOLDINGS, INC.
 PAWNEE TRANSLOADING COMPANY INC.
 PHOENIX LOGISTICS LTD.
 PORTLAND & WESTERN RAILROAD, INC.

RAIL LINK, INC.
 RAIL PARTNERS, L.P.

RAIL SWITCHING SERVICES, LLC
 RAILWAY MANAGEMENT,
INC.
 RICEBORO SOUTHERN RAILWAY, LLC

ROCHESTER & SOUTHERN RAILROAD, INC.

ROCHESTER SWITCHING SERVICES INC.
 RP ACQUISITION
COMPANY ONE
 SALT LAKE CITY SOUTHERN RAILROAD COMPANY, INC.
 SAVANNAH PORT TERMINAL RAILROAD, INC.
 SOUTH BUFFALO RAILWAY COMPANY

ST. LAWRENCE & ATLANTIC RAILROAD COMPANY

SUMMIT VIEW, INC.
 TALLEYRAND TERMINAL RAILROAD
COMPANY, INC.
 TAZEWELL & PEORIA RAILROAD, INC.
 THE ALIQUIPPA & OHIO RIVER RAILROAD CO.
 THE BAY LINE RAILROAD, LLC.

THE COLUMBUS AND OHIO RIVER RAIL ROAD COMPANY

THE MASONING VALLEY RAILWAY COMPANY
 THE
PITTSBURGH & OHIO CENTRAL RAILROAD COMPANY
 THE WARREN & TRUMBULL RAILROAD COMPANY

THE YOUNGSTOWN BELT RAILROAD COMPANY
 TOMAHAWK
RAILWAY, LIMITED PARTNERSHIP
 UTAH RAILWAY COMPANY
 VALDOSTA RAILWAY, L.P.
 WESTERN KENTUCKY RAILWAY LLC.

WILLAMETTE & PACIFIC RAILROAD, INC.

WILMINGTON TERMINAL RAILROAD, LIMITED PARTNERSHIP

YORK RAIL LOGISTICS, INC.
 YORK RAILWAY
COMPANY
 YOUNGSTOWN AUSTINTOWN RAILROAD, INC.

				
		 		 	By:	  	 /s/ Thomas D. Savage

		 		 		  	Name:	 	Thomas D. Savage
		 		 		  	Title:	 	Vice President


  
 [Signature
Page to Amendment No. 1] 









											
	 U.S. GUARANTORS:

(CONTINUED)
	 		 		  	 ALABAMA & GULF COAST RAILWAY LLC

ARIZONA & CALIFORNIA RAILROAD COMPANY

ATLAS RAILROAD CONSTRUCTION, LLC
 ATLAS RAILROAD SERVICES, LLC
 BAUXITE
& NORTHERN RAILWAY COMPANY
 CALIFORNIA NORTHERN
RAILROAD COMPANY
 CASCADE AND COLUMBIA RIVER
RAILROAD COMPANY
 CENTRAL OREGON & PACIFIC
RAILROAD, INC.
 CENTRAL RAILROAD COMPANY OF
INDIANA, THE
 CENTRAL RAILROAD COMPANY OF
INDIANAPOLIS
 CONECUH VALLEY RAILWAY, L.L.C.

CONNECTICUT SOUTHERN RAILROAD, INC.
 DALLAS, GARLAND & NORTHEASTERN RAILROAD, INC.
 DELPHOS TERMINAL COMPANY, INC.

EASTERN ALABAMA RAILWAY, LLC
 HURON AND EASTERN RAILWAY COMPANY, INC.
 INDIANA & OHIO RAIL CORP.

INDIANA & OHIO RAILWAY COMPANY
 INDIANA SOUTHERN RAILROAD, LLC

KIAMICHI RAILROAD COMPANY L.L.C.
 KYLE RAILROAD COMPANY
 KYLE
RAILWAYS, LLC
 MARQUETTE RAIL, LLC
 MASSENA TERMINAL RAILROAD COMPANY, THE
 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
 OTTER TAIL VALLEY RAILROAD COMPANY, INC.
 PALM BEACH RAIL HOLDING, INC.
 PLAINVIEW TERMINAL COMPANY
 POINT
COMFORT & NORTHERN RAILWAY COMPANY
 PUGET SOUND
& PACIFIC RAILROAD
 RAIL LINE HOLDINGS #1,
INC.
 RAILAMERICA AUSTRALIA II, LLC

RAILAMERICA CONTRACT SWITCHING SERVICES, INC.

RAILAMERICA EQUIPMENT CORP.
 RAILAMERICA HOLDING SERVICES, INC.
 RAILAMERICA INTERMODAL SERVICES, INC.
 RAILAMERICA OPERATIONS SHARED SERVICES, INC.
 RAILAMERICA OPERATIONS SUPPORT GROUP, INC.

					
		 		 		  	By:	  	 /s/ Thomas D. Savage

		 		 		  		  	Name:	 	Thomas D. Savage
		 		 		  		  	Title:	 	Vice President


  
 [Signature
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	 U.S. GUARANTORS:

(CONTINUED)
	 		 	 RAILAMERICA TRANSPORTATION CORP.

RAILAMERICA, INC.
 RAILINK ACQUISITION, INC.

RAILTEX, INC.
 RAILTEX DISTRIBUTION SERVICES, INC.
 ROCKDALE, SANDOW & SOUTHERN RAILROAD COMPANY
 SAN DIEGO & IMPERIAL VALLEY RAILROAD COMPANY, INC.

SAN JOAQUIN VALLEY RAILROAD CO.

SAN PEDRO TRAILS, INC.
 SOUTH CAROLINA CENTRAL RAILROAD COMPANY, LLC
 SOUTH EAST RAIL, INC.

STATESRAIL II RAILROAD, LLC
 STATESRAIL, LLC
 SWKR OPERATING CO.,
INC.
 THREE NOTCH RAILWAY, L.L.C.

TOLEDO, PEORIA & WESTERN RAILWAY CORP.

TRANSRAIL HOLDINGS, LLC
 TRANSRAIL NORTH AMERICA, LLC

VENTURA COUNTY RAILROAD COMPANY
 WELLSBORO & CORNING RAILROAD, LLC

WIREGRASS CENTRAL RAILWAY, L.L.C.

				
		 		 	By:	  	 /s/ Thomas D. Savage

		 		 		  	Name:	  	Thomas D. Savage
		 		 		  	Title:	  	Vice President


  
 [Signature
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	CANADIAN GUARANTORS:	 		 	GENESEE & WYOMING CANADA INC.
				
		 		 	By:	 	 /s/ Matthew O. Walsh

		 		 		 	Name:	 	Matthew O. Walsh
		 		 		 	Title:	 	Treasurer
			
		 		 	HURON CENTRAL RAILWAY INC.
				
		 		 	By:	 	 /s/ Rene Duchesne

		 		 		 	Name:	 	Rene Duchesne
		 		 		 	Title:	 	Treasurer
			
		 		 	KÉRAIL INC.
				
		 		 	By:	 	 /s/ Matthew O. Walsh

		 		 		 	Name:	 	Matthew O . Walsh
		 		 		 	Title:	 	Treasurer
			
		 		 	ST. LAWRENCE & ATLANTIC RAILROAD (QUÉBEC) INC.
				
		 		 	By:	 	 /s/ Rene Duchesne

		 		 		 	Name:	 	Rene Duchesne
		 		 		 	Title:	 	Vice President
			
		 		 	MIRABEL RAILWAY INC.
				
		 		 	By:	 	 /s/ Mark W. Hastings

		 		 		 	Name:	 	Mark W. Hastings
		 		 		 	Title:	 	Treasurer
			
		 		 	SERVICES FERROVIAIRES DE L’ESTUAIRE INC.
				
		 		 	By:	 	 /s/ Allison M. Fergus

		 		 		 	Name:	 	Allison M. Fergus
		 		 		 	Title:	 	Secretary
			
		 		 	WESTERN LABRADOR RAIL SERVICES INC.
				
		 		 	By:	 	 /s/ Matthew O. Walsh

		 		 		 	Name:	 	Matthew O. Walsh
		 		 		 	Title:	 	Treasurer


  
 [Signature
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	 CANADIAN GUARANTORS:

(CONTINUED)
	 		 	CAPE BRETON & CENTRAL NOVA SCOTIA RAILWAY LIMITED
		 		 	GODERICH-EXETER RAILWAY COMPANY LIMITED
		 		 	 RAILINK CANADA LTD

RAILTEX CANADA, INC.
 RL FUNDING CORP.

TROIS-RIVIÈRES TRAILERS INC. / REMORQUES TROIS-RIVIÈRES INC.

				
		 		 	By:	 	 /s/ Thomas D. Savage

		 		 		 	Name:	 	Thomas D. Savage
		 		 		 	Title:	 	Vice President


  
 [Signature
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 AUSTRALIAN GUARANTORS: 

 
  

					
	Executed for GWI HOLDINGS PTY LTD in accordance with section 127 of the Corporation Act 2001 (Cwlth) by:	 		 	
			
	 /s/ Mark W. Hastings
	 		 	 /s/ Greg Pauline

	Signature of director	 		 	Signature of director
			
	 Mark. W. Hastings
	 		 	 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 Corporation Act 2001 (Cwlth) by:	 		 	
			
	 /s/ Mark W. Hastings
	 		 	 /s/ Greg Pauline

	Signature of director	 		 	Signature of director
			
	 Mark. W. Hastings
	 		 	 Greg Pauline

	Name of director (print)	 		 	Name of director (print)
	  

	Executed for VIPER LINE PTY LIMITED in accordance with section 127 of the Corporation Act 2001 (Cwlth) by:	 		 	
			
	 /s/ Mark W. Hastings
	 		 	 /s/ Greg Pauline

	Signature of director	 		 	Signature of director
			
	 Mark. W. Hastings
	 		 	 Greg Pauline

	Name of director (print)	 		 	Name of director (print)









 AUSTRALIAN GUARANTORS: 
 (CONTINUED) 
  

  

					
	Executed for S A RAIL PTY LIMITED in accordance with section 127 of the Corporation Act 2001 (Cwlth) by:	 		 	
			
	 /s/ Mark W. Hastings
	 		 	 /s/ Greg Pauline

	Signature of director	 		 	Signature of director
			
	 Mark. W. Hastings
	 		 	 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 Corporation Act 2001 (Cwlth) by:	 		 	
			
	 /s/ Mark W. Hastings
	 		 	 /s/ Greg Pauline

	Signature of director	 		 	Signature of director
			
	 Mark. W. Hastings
	 		 	 Greg Pauline

	Name of director (print)	 		 	Name of director (print)
	  

	Executed for GWA (NORTH) PTY LTD. in accordance with section 127 of the Corporation Act 2001 (Cwlth) by:	 		 	
			
	 /s/ Mark W. Hastings
	 		 	 /s/ Greg Pauline

	Signature of director	 		 	Signature of director
			
	 Mark. W. Hastings
	 		 	 Greg Pauline

	Name of director (print)	 		 	Name of director (print)


  
 [Signature
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 AUSTRALIAN GUARANTORS: 
 (CONTINUED) 
  

  

					
	Executed for G&W AUSTRALIA HOLDINGS LP acting by its general partner, GWI INTERNATIONAL B.V.	 		 	
			
	 /s/ Richard T. O’Donnell
	 		 	 /s/ Ronald Volder

	Signature of director	 		 	Signature of director
			
	 Richard T. O’Donnell
	 		 	 Ronald Volder

	Name of director (print)	 		 	Name of director (print)
			
	 Managing Director A
	 		 	 Managing Director B

	Title:	 		 	Title:


  
 [Signature
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	EUROPEAN GUARANTORS:	 		 		 		 	
			
		 		 	 GENESEE & WYOMING C.V.
 Represented by its general partner, GWI International LLC,

				
		 		 	By:	 	 /s/ Richard T. O’Donnell

		 		 		 	Name:	 	Richard T. O’Donnell
		 		 		 	Title:	 	Managing Director
			
		 		 	GWI HOLDING B.V.
				
		 		 	By:	 	 /s/ Matthew O. Walsh

		 		 		 	Name:	 	Matthew O. Walsh
		 		 		 	Title:	 	Managing Director A
				
		 		 	By:	 	 /s/ Ronald Volder

		 		 		 	Name:	 	Ronald Volder
		 		 		 	Title:	 	Managing Director B
			
		 		 	BELGIUM RAIL FEEDING BVBA
				
		 		 	By:	 	 /s/ Matthew O. Walsh

		 		 		 	Name:	 	Matthew O. Walsh
		 		 		 	Title:	 	Manager
			
		 		 	GWI INTERNATIONAL B.V.
				
		 		 	By:	 	 /s/ Richard T. O’Donnell

		 		 		 	Name:	 	Richard T. O’Donnell
		 		 		 	Title:	 	Managing Director A
				
		 		 	By:	 	 /s/ Ronald Volder

		 		 		 	Name:	 	Ronald Volder
		 		 		 	Title:	 	Managing Director B


  
 [Signature
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 EUROPEAN GUARANTORS: 
 (CONTINUED) 
  


									
		 		 	RAIL FEEDING SOLUTIONS B.V.
				
		 		 	By:	 	 /s/ Ronald Volder

		 		 		 	Name:	 	Ronald Volder
		 		 		 	Title:	 	Managing Director A
				
		 		 	By:	 	 /s/ Matthew O. Walsh

		 		 		 	Name:	 	Matthew O. Walsh
		 		 		 	Title:	 	Managing Director B


  
 [Signature
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	 AGENTS:
	 		 	BANK OF AMERICA, N.A., as Administrative Agent
				
		 		 	By:	 	 /s/ Fani Davidson

		 		 		 	Name:	 	Fani Davidson
		 		 		 	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
			
		 		 	BANK OF AMERICA, N.A., acting through its London branch, as European Agent
				
		 		 	By:	 	 /s/ Gary Saint

		 		 		 	Name:	 	Gary Saint
		 		 		 	Title:	 	Director
			
		 		 	BANK OF AMERICA, N.A., acting through its Australian branch
				
		 		 	By:	 	 /s/ Michael Senyard

		 		 		 	Name:	 	Michael Senyard
		 		 		 	Title:	 	Director








 
					
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Joe Guilmartin

		 	Name:	 	Joe Guilmartin
		 	Title:	 	Assistant Vice President



  
 [Signature
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	BANK OF AMERICA, N.A., acting through its Canada Branch, as a Lender
		
	By:	 	 /s/ Medina Sales de Andreade

		 	Name:	 	Medina Sales de Andrade
		 	Title:	 	Vice President



  
 [Signature
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	BANK OF AMERICA, N.A., acting through its London branch, as a Lender
		
	By:	 	 /s/ Gary Saint

		 	Name:	 	Gary Saint
		 	Title:	 	Director



  
 [Signature
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	BANK OF AMERICA N.A., acting through its Australian branch, as a Lender
		
	By:	 	 /s/ Michael Senyard

		 	Name:	 	Michael Senyard
		 	Title:	 	Director



  
 [Signature
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	AMERICAN SAVINGS BANK, F.S.B., as a Lender
		
	By:	 	 /s/ Rian DuBach

		 	Name:	 	Rian DuBach
		 	Title:	 	Vice President



  
 [Signature
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	AUSTRIALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Lender
		
	By:	 	 /s/ Robert Grillo

		 	Name:	 	Robert Grillo
		 	Title:	 	Director



  
 [Signature
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	AZB FUNDING, as a Lender
		
	By:	 	 /s/ Hiroko Takanobu

		 	Name:	 	Hiroko Takanobu
		 	Title:	 	Assistant General Manager



  
 [Signature
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	THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ James Hua

		 	Name:	 	James Hua
		 	Title:	 	SVP
		
	By:	 	 /s/ Kitty Sin

		 	Name:	 	Kitty Sin
		 	Title:	 	SVP



  
 [Signature
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	BANK OF THE WEST, as a Lender
		
	By:	 	 /s/ Francesco Ingargiola

		 	Name:	 	Francesco Ingargiola
		 	Title:	 	Senior Vice President



  
 [Signature
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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
		
	By:	 	 /s/ Lawrence Elkins

		 	Name:	 	Lawrence Elkins
		 	Title:	 	Vice President



  
 [Signature
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	BMO HARRIS BANK, N.A., as a Lender
		
	By:	 	 /s/ William Thomson

		 	Name:	 	William Thomson
		 	Title:	 	Sr. Vice President



  
 [Signature
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	BANK OF MONTREAL, as a Lender
		
	By:	 	 /s/ Sean P. Gallaway

		 	Name:	 	Sean P. Gallaway
		 	Title:	 	Vice President



  
 [Signature
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	BANK OF MONTREAL, LONDON BRANCH, as a Lender
		
	By:	 	 /s/ A. Leboos

		 	Name:	 	A. Leboos
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Lisa Rodriguez

		 	Name:	 	Lisa Rodriguez
		 	Title:	 	Associate General Counsel



  
 [Signature
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	BOKF, NA, as a Lender
		
	By:	 	 /s/ Dan A. Hughes

		 	Name:	 	Dan A. Hughes
		 	Title:	 	Senior Vice President



  
 [Signature
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	BRANCH BANKING AND TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Robert M. Searson

		 	Name:	 	Robert M. Searson
		 	Title:	 	Senior Vice President



  
 [Signature
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	CADENCE BANK, N.A., as a Lender
		
	By:	 	 /s/ Donald G. Preston

		 	Name:	 	Donald G. Preston
		 	Title:	 	Senior Vice President



  
 [Signature
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	CAPITAL ONE LEVERAGE FINANCE CORP., as a Lender
		
	By:	 	 /s/ Ron Walker

		 	Name:	 	Ron Walker
		 	Title:	 	Senior Vice President



  
 [Signature
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	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ Joseph B. Shanahan

		 	Name:	 	Joseph B. Shanahan
		 	Title:	 	Vice President



  
 [Signature
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	CITICORP NORTH AMERICA INC., as a Lender
		
	By:	 	 /s/ Brian S. Broyles

		 	Name:	 	Brian S. Broyles
		 	Title:	 	Attorney-In-Fact



  
 [Signature
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	COMMUNITY & SOUTHERN BANK, as a Lender
		
	By:	 	 /s/ Thomas A. Bethel

		 	Name:	 	Thomas A. Bethel
		 	Title:	 	Director of Corporate Banking



  
 [Signature
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	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Brandon Kelley

		 	Name:	 	Brandon Kelley
		 	Title:	 	Senior Vice President



  
 [Signature
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	CREDIT INDUSTRIEL ET COMMERCIAL, as a Lender
		
	By:	 	 /s/ Adrienne Molloy

		 	Name:	 	Adrienne Molloy
		 	Title:	 	Vice President
		
	By:	 	 /s/ Alex Aupoix

		 	Name:	 	Alex Aupoix
		 	Title:	 	Managing Director



  
 [Signature
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	DRYDEN XI – LEVERAGED LOAN CDO 2006, as a Lender
	
	By: Prudential Investment Management, Inc., as Collateral Manager
		
	By:	 	 /s/ Brian Juliano

		 	Name:	 	Brian Juliano
		 	Title:	 	Vice President



  
 [Signature
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	FIFTH THIRD BANK, as Co-Documentation Agent
		
	By:	 	 /s/ Craig Schuth

		 	Name:	 	Craig Schuth
		 	Title:	 	Vice President



  
 [Signature
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	FIRST COMMERCIAL BANK, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Jason Lee

		 	Name:	 	Jason Lee
		 	Title:	 	VP & General Manager



  
 [Signature
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	GATEWAY CLO LIMITED, as a Lender
	
	By: Prudential Investment Management, Inc., as Collateral Manager
		
	By:	 	 /s/ Brian Juliano

		 	Name:	 	Brian Juliano
		 	Title:	 	Vice President



  
 [Signature
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	HUA NAN COMMERCIAL BANK LTD., NEW YORK AGENCY, as a Lender
		
	By:	 	 /s/ Henry Hsieh

		 	Name:	 	Henry Hsieh
		 	Title:	 	Assistant Vice President



  
 [Signature
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	THE HUNTINGTON NATIONAL BANK, as a Lender
		
	By:	 	 /s/ Jared Shaner

		 	Name:	 	Jared Shaner
		 	Title:	 	Assistant Vice President



  
 [Signature
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	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Deborah R. Winkler

		 	Name:	 	Deborah R. Winkler
		 	Title:	 	Vice President



  
 [Signature
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	KEYBANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ James A. Gelle

		 	Name:	 	James A. Gelle
		 	Title:	 	Vice President



  
 [Signature
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	LAND BANK OF TAIWAN, as a Lender
		
	By:	 	 /s/ Arthur Chen

		 	Name:	 	Arthur Chen
		 	Title:	 	General Manager



  
 [Signature
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	MANUFACTURERS BANK, as a Lender
		
	By:	 	 /s/ Charles Jou

		 	Name:	 	Charles Jou
		 	Title:	 	Vice President



  
 [Signature
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	MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Luke Hwang

		 	Name:	 	Luke Hwang
		 	Title:	 	VP & DGM



  
 [Signature
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	MIZUHO CORPORATE BANK, LTD.
		
	By:	 	 /s/ Tenya Mitsuboshi

		 	Name:	 	Tenya Mitsuboshi
		 	Title:	 	Deputy General Manager



  
 [Signature
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	MORGAN STANLEY SENIOR FUNDING, INC., as a Lender
		
	By:	 	 /s/ Michael King

		 	Name:	 	Michael King
		 	Title:	 	Vice President



  
 [Signature
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	MORGAN STANLEY BANK, N.A., as a Lender
		
	By:	 	 /s/ Michael King

		 	Name:	 	Michael King
		 	Title:	 	Authorized Signatory



  
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	PEOPLE’S UNITED BANK, as a Lender
		
	By:	 	 /s/ Matthew G. Murphy

		 	Name:	 	Matthew G. Murphy
		 	Title:	 	Senior Commercial Relationship Manager, SVP



  
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	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Robert M. Martin

		 	Name:	 	Robert M. Martin
		 	Title:	 	Senior Vice President



  
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	PNC BANK CANADA BRANCH, as a Lender
		
	By:	 	 /s/ Caroline Stade

		 	Name:	 	Caroline Stade
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Bill Hines

		 	Name:	 	Bill Hines
		 	Title:	 	Regional President – Canada



  
 [Signature
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	RAYMOND JAMES BANK, N.A., as a Lender
		
	By:	 	 /s/ Michael Pelletier

		 	Name:	 	Michael Pelletier
		 	Title:	 	Vice President



  
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	RBS CITIZENS, N.A., as a Lender
		
	By:	 	 /s/ Judith A. Huckins

		 	Name:	 	Judith A. Huckins
		 	Title:	 	Vice President



  
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	REGIONS BANK, as a Lender
		
	By:	 	 /s/ Walter Balch

		 	Name:	 	Walter Balch
		 	Title:	 	Director



  
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	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Richard C. Smith

		 	Name:	 	Richard C. Smith
		 	Title:	 	Authorized Signatory



  
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	SIEMENS FINANCIAL SERVICES, INC., as a Lender
		
	By:	 	 /s/ W. Jentsch

		 	Name:	 	W. Jentsch
		 	Title:	 	Vice President
		
	By:	 	 /s/ Michael Zou

		 	Name:	 	Michael Zou
		 	Title:	 	Portfolio Manager



  
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	SOVEREIGN BANK, N.A., as a Lender
		
	By:	 	 /s/ Dan O’Connor

		 	Name:	 	Dan O’Connor
		 	Title:	 	Market Director



  
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	STIFEL BANK & TRUST, as a Lender
		
	By:	 	 /s/ John H. Phillips

		 	Name:	 	John H. Phillips
		 	Title:	 	Executive Vice President



  
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	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	 /s/ David Kee

		 	Name:	 	David Kee
		 	Title:	 	Managing Director



  
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	SYNOVUS BANK, as a Lender
		
	By:	 	 /s/ Michael Sawicki

		 	Name:	 	Michael Sawicki
		 	Title:	 	Large Corporate Banker



  
 [Signature
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	TAIWAN COOPERATIVE BANK LTD, SEATTLE BRANCH, as a Lender
		
	By:	 	 /s/ Ming Chih Chen

		 	Name:	 	Ming Chih Chen
		 	Title:	 	VP & General Manager



  
 [Signature
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	TD BANK, N.A., as a Lender
		
	By:	 	 /s/ Mark Hogan

		 	Name:	 	Mark Hogan
		 	Title:	 	Senior Vice President



  
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	WELLS FARGO BANK, N.A., as a Lender
		
	By:	 	 /s/ Jessica Belanger

		 	Name:	 	Jessica Belanger
		 	Title:	 	Vice President



  
 [Signature
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 Schedule 1 
 Mortgaged Property Schedule 
 Arizona Eastern Railway 

Buffalo & Pittsburgh Railroad, Inc. 

Genesee and Wyoming Railroad Company 

Rochester & Southern Railroad, Inc. 

Ohio Central Railroad, Inc. 
 Ohio Southern
Railroad, Inc. 
 The Columbus and Ohio River Rail Road Company 
 The Mahoning Valley Railway Company 
 Ohio and Pennsylvania Railroad Company 

The Warren & Trumbull Railroad Company 

The Pittsburg & Ohio Central Railroad Company 
 The Aliquippa & Ohio River Railroad Co. 
 Commonwealth Railway, Incorporated 

East Tennessee Railway, L.P. 
 Georgia Central
Railway, L.P. 
 Maryland Midland Railway, Inc. 
 Chattahoochee Industrial Railroad 
 Georgia Southwestern Railroad, Inc. 

Little Rock & Western Railway, L.P. 

Luxapalila Valley Railroad, Inc. 

Meridan & Bigbee Railroad, L.L.C. 
 The
Bay Line Railroad, L.L.C. 
 Valdosta Railway, L.P. 
 Western Kentucky Railway, L.L.C.