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Amendment No. 1 Term Loan Agreement Dated As of June 30, 2010

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Exhibit 10.2

EXECUTION VERSION

AMENDMENT NO. 1 AND JOINDER TO SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT

AMENDMENT NO. 1 AND JOINDER TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this " Amendment" ), dated as of June 30, 2010 (the " Consent Date" ), by and among (a) GENESEE & WYOMING INC. , a Delaware corporation (" GWI" ) and RP ACQUISITION COMPANY TWO , a Delaware corporation (" RP" and, together with GWI, each a " Domestic Borrower" and 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 company incorporated under the laws of Australia (the " Australian Borrower" ), (d) ROTTERDAM RAIL FEEDING B.V. , a private limited liability company constituted under the laws of the Netherlands (the " European Borrower" ), (e) the Subsidiaries of GWI listed on Schedule I to the Credit Agreement (as defined below) as of the date hereof and any other Person which may become a guarantor of the Obligations in accordance with Section 9.14 of the Credit Agreement (collectively, the " U.S. Guarantors" ), (f) GENESEE & WYOMING CANADA INC. , MIRABEL RAILWAY INC. , HURON CENTRAL RAILWAY INC., ST. LAWRENCE & ATLANTIC RAILROAD (QUEBEC) INC. , SERVICES FERROVIAIRES DE L' ESTUAIRE and WESTERN LABRADOR RAIL SERVICES INC. (collectively, the " Canadian Guarantors" ), (g) GENESEE & WYOMING C.V., GWI HOLDINGS B.V., and BELGIUM RAIL FEEDING BVBA (collectively, the " European Guarantors" ), (h) GWI HOLDINGS PTY LTD (ACN 094 819 806), VIPER LINE PTY LIMITED (ACN 092 437 691), SA RAIL PTY LIMITED (ACN 077 946 340), GENESEE AND WYOMING AUSTRALIA EASTERN PTY LTD. (ACN 142 367 280) and GWI HOLDINGS NO. 2 PTY LTD. (ACN 132 989 998) (collectively, the " Australian Guarantors" ), (i) any other Person which may become a guarantor of the Foreign Obligations in accordance with Section 9.14 of the Credit Agreement (together with the Canadian Guarantors, the European Guarantors and the Australian Guarantors, the " Foreign Guarantors" and, together with the U.S. Guarantors, the " Guarantors" and, together with the Borrowers, the " Loan Parties" ), (j) BANK OF AMERICA, N.A., a national banking association and the other lending institutions party to the Credit Agreement (the " Lenders" ), and (k) BANK OF AMERICA, N.A. , as administrative agent for the Lenders (acting in such capacity, the " Administrative Agent" ).

WHEREAS, the Loan Parties, the Lenders, and the Administrative Agent are parties to that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of August 8, 2008 (as the same may be amended, amended and restated or otherwise modified and in effect from time to time, the " Credit Agreement" );

WHEREAS, the Loan Parties desire to amend certain provisions of the Credit Agreement as provided more fully herein;

WHEREAS, RP desires to join the Credit Agreement as a Borrower thereunder as provided more fully herein;

WHEREAS, the Required Lenders have agreed to amend such provisions as provided more fully herein;

NOW THEREFORE , in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Definitions . Unless otherwise defined herein, capitalized terms used herein shall have the meanings provided therefor in the Credit Agreement.

SECTION 2. Amendments to the Credit Agreement .

2.01. Amendment to Section 1.1 (Defined Terms) . Section 1.1 of the Credit Agreement is hereby amended by deleting the pricing grid contained in the definition for " Applicable Margin" in its entirety and substituting in lieu thereof the following:


Level

Funded Debt to

EBITDAR

Ratio Base Rate,
Canadian Base
Rate, Euro Base
Rate, Australian
Base Rate Applicable
Margin LIBOR Rate,
Letter of Credit Applicable Margin Commitment Fee Rate

I Greater than or equal to 3.00 to 1.00 1.500 % 2.500 % 0.500 %

II Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00 1.250 % 2.250 % 0.400 %

III Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00 1.000 % 2.000 % 0.300 %

IV Less than 2.00 to 1.00 0.750 % 1.750 % 0.250 %

2.02. Amendment to Section 1.1 (Defined Terms) . Section 1.1 of the Credit Agreement is hereby amended by deleting the definition for " Australian Guarantors" contained therein in its entirety and substituting in lieu thereof the following:

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 a79.14.


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2.03. Amendment to Section 1.1 (Defined Terms) . Section 1.1 of the Credit Agreement is hereby amended by deleting the definition for " Canadian Guarantors" contained therein in its entirety and substituting in lieu thereof the following:

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 a79.14.

2.04. Amendment to Section 1.1 (Defined Terms) . Section 1.1 of the Credit Agreement is hereby amended by deleting the definition for " Consolidated EBITDA" contained therein in its entirety and substituting in lieu thereof the following:

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, plus in each case, to the extent deducted in computing Consolidated Net Income and without duplication, (b) Consolidated Total Interest Expense for such fiscal period, (c) income tax expense for such fiscal period, (d) the aggregate amount of depreciation and amortization for such fiscal period, (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), (f) non-cash compensation expense, and (g) transaction costs in connection with the Australian Acquisition (whether or not consummated) in an aggregate amount not to exceed $25,000,000, minus (h) 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).

2.05. Amendment to Section 1.1 (Defined Terms) . Section 1.1 of the Credit Agreement is hereby further amended by deleting the definition for " Consolidated EBITDAR" contained therein in its entirety and substituting in lieu thereof the following:

Consolidated EBITDAR . For any fiscal period of the Borrowers and their Restricted Subsidiaries, an amount equal to the sum of (a) Consolidated EBITDA for such fiscal period (which shall include EBITDA of the businesses acquired by the Borrowers or any of their Restricted Subsidiaries through Permitted Acquisitions or the Australian Acquisition during such fiscal period (each an " Acquired Business" ), or the Restricted Subsidiaries acquired or formed during such fiscal period (each a " New Subsidiary" ); in each case, on a pro forma basis in an amount such that the actual EBITDA of such Acquired Business or New Subsidiary included in such period plus the amount of pro forma EBITDA of such Acquired Business or New Subsidiary included in such period (the " Pro Forma EBITDA" ) equals one year of EBITDA credit; provided that, (i) such calculations shall be made with reference to the audited financial statements of such Acquired Businesses or New Subsidiaries 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


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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, with respect to Permitted Acquisitions for which the total consideration (other than consideration in the form of Capital Stock of any Borrower or any Restricted Subsidiary) therefor exceeds $100,000,000 (or in the event that the pro forma financial statements delivered pursuant to a710.5.2(ii) demonstrate a pro forma Funded Debt to EBITDAR Ratio less than or equal to 3.00 to 1, $150,000,000), the Required Lenders), plus (b) to the extent deducted in computing Consolidated Net Income, all payments and rental charges made by any of the Borrowers or any of their Restricted Subsidiaries (including any Acquired Business or New Subsidiary) during such fiscal period in respect to operating leases plus (c) expenses for such fiscal period with respect to Permitted Acquisitions or the Australian Acquisition which are (i) discontinued upon the effective date of such Permitted Acquisition or the Australian Acquisition or within sixty days thereof, (ii) approved by the Administrative Agent (which approval shall not be unreasonably withheld) and (iii) otherwise consistent with Regulation S-X plus (d) solely in respect of the Australian Acquisition, pro forma cost savings in an aggregate amount not to exceed $4,500,000 and approved in writing by the Administrative Agent. By way of example only, Pro Forma EBITDA of an Acquired Subsidiary or a New Subsidiary would be determined, at any time during the first four fiscal quarters following a Permitted Acquisition, the Australian Acquisition or the formation of a New Subsidiary, by multiplying (A) the annual pro forma EBITDA of such Person determined at the time of such acquisition or formation by (B) a fraction, the numerator of which equals 365 minus the number of days elapsed from the closing date of such acquisition or formation to the applicable date of determination, and the denominator of which equals 365.

2.06. Amendment to Section 1.1 (Defined Terms) . Section 1.1 of the Credit Agreement is hereby amended by deleting the definition for " European Guarantors" contained therein in its entirety and substituting in lieu thereof the following:

European Guarantors . The " European Guarantors" as defined in the preamble and any other Restricted Subsidiary organized under the laws of the Netherlands that has executed an Instrument of Adherence (Guaranty) in accordance with a79.14.

2.07. Amendment to Section 1.1 (Defined Terms) . Section 1.1 of the Credit Agreement is hereby further amended by inserting in the definition of " Guarantors" after the text " GWI," the text " RP," .

2.08. Amendment to Section 1.1 (Definitions) . Section 1.1 of the Credit Agreement is hereby further amended by deleting the definition for " U.S. Borrower" contained therein in its entirety and substituting in lieu thereof in the appropriate alphabetical order the following:

Domestic Borrower and Domestic Borrowers . Each of GWI and RP, individually, and GWI and RP, collectively.


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2.09. Amendment to Section 1.1 (Definitions) . Section 1.1 of the Credit Agreement is hereby further amended by inserting the following new definitions in the appropriate alphabetical order:

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

AustralAsia . AustralAsia Railway Corporation.

Australian Acquisition . The acquisition by Australian Newco, or another direct subsidiary of GWALP, of the assets of APT and FreightLink and related companies for an aggregate purchase price anticipated to be AUD334,000,000 plus transaction costs in connection therewith in an aggregate amount not to exceed AUD27,000,000 but in any event not to exceed AUD365,000,000 in the aggregate.

Australian Acquisition BSA . The Business Sale Agreement entered into by and among Australian Newco, GWI, APT and FreightLink in connection with the Australian Acquisition.

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 Newco . GWA (North) Pty Ltd, a proprietary limited company organized under the laws of Australia, which shall be a Restricted Subsidiary.

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 a79.14 as a result of a legal impediment or an adverse tax impact to GWI and its Subsidiaries with respect to such Restricted Subsidiary providing a Guaranty as determined by the Borrowers and any Agent.

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 Loan . See a733.

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 a79.14 as a result of a legal impediment or an adverse tax impact to GWI and its Subsidiaries with respect to such Restricted Subsidiary providing a Guaranty as determined by the Borrowers and any Agent.


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European Restricted Subsidiary . Each European Guarantor and any other Restricted Subsidiary organized under the laws of the Netherlands that has not executed an Instrument of Adherence (Guaranty) in accordance with a79.14 as a result of a legal impediment or an adverse tax impact to GWI and its Subsidiaries with respect to such Restricted Subsidiary providing a Guaranty as determined by the Borrowers and any Agent.

FreightLink . FreightLink Pty Ltd, a proprietary limited company organized under the laws of Australia.

GWALP . Genesee & Wyoming Australia LP, a limited partnership to be formed under the laws of Australia.

RP . RP Acquisition Company Two, a Delaware corporation.

2.10. Amendment to Section 2.10 (Reallocation of Commitments) . Section 2.10 of the Credit Agreement is hereby amended by inserting in clause (b)(iii) contained therein immediately following the text "a727.2" , the text " or a733" .

2.11. Amendment to Section 5.1.1 (Letters of Credit) . Section 5.1.1(a) of the Credit Agreement is hereby amended by substituting, in the parenthetical beginning on the seventh line of said Section 5.1.1(a) the phrase " or Subsidiaries of GWI" for the phrase " or its Subsidiaries" .

2.12. Amendment to Section 7 (Guaranty) . Section 7 of the Credit Agreement is hereby amended by (a) replacing each occurrence of the text " GWI" in such Section 7 with the text " the Domestic Borrowers" or " each of the Domestic Borrowers" as the context requires and (b) deleting in clause (a)(i) of Section 7.1 the first parenthetical contained therein and substituting in lieu thereof the following: " (solely with respect to the Obligations of the other Domestic Borrower, the Canadian Borrower, the Australian Borrower and the European Borrower)" .

2.13. Amendment to Section 8.14 (Use of Proceeds) . Section 8.14 of the Credit Agreement is hereby amended by inserting in the first sentence thereof after the text " Permitted Acquisitions," the text " the Australian Acquisition," .

2.14. Amendment to Section 10.1 (Restrictions on Indebtedness) . Section 10.1 of the Credit Agreement is hereby amended by deleting clause (f) in its entirety and substituting in lieu thereof the following:

(f) Indebtedness incurred (other than under this Credit Agreement) or assumed in connection with the acquisition after the date hereof of any real or personal property by the Borrowers or their Restricted Subsidiaries (including Indebtedness in respect of Capitalized Leases), provided that the aggregate principal amount of such Indebtedness of (i) the Domestic Borrowers and the


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other U.S. Loan Parties shall not exceed the amount of $45,000,000 at any one time, (ii) the Canadian Borrower and the Canadian Restricted Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time, (iii) the European Borrower and the European Restricted Subsidiaries shall not exceed the amount of $5,000,000 at any one time, and (iv) the Australian Borrower and the Australian Restricted Subsidiaries shall not exceed the aggregate amount of $15,000,000 at any one time;

2.15. Amendment to Section 10.1 (Restrictions on Indebtedness) . Section 10.1 of the Credit Agreement is hereby further amended by deleting clause (h) contained therein and substituting in lieu thereof the following:

(h) Indebtedness of any Loan Party to any
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