Item 1.01 Entry Into a Material Definitive Agreement.

On December 29, 2019, GWI Acquisitions Pty Ltd (the "Borrower"), a subsidiary of G&W Australia Holdings LP ("GWA"), of which G&W owns a 51% interest, entered into an Amending Agreement No. 1 (the "SFA Amendment") to that certain Project Monty - Syndicated Facility Agreement, dated November 28, 2016 (the "SFA"), between, among others, National Australia Bank Limited (the "Agent"), the Borrower and the Obligors set forth on Schedule 1 of the SFA Amendment. Under the SFA, the Borrower and the Agent are obligated to consult in good faith for 45 business days if certain change of control review events occur, including where G&W ceases to hold a required minimum interest in GWA, and if they cannot reach agreement, lenders under the SFA are permitted to notify the Borrower that they no longer wish to participate in the SFA. In anticipation of the potential divestiture of GWA (as previously disclosed in G&W's Form 8-K filed on August 5, 2019) (the "GWA Divestiture"), the SFA Amendment revises the definition of a change of control review event to, among other things, remove references to G&W's ownership of GWA. Subject to the conditions set forth therein, the SFA Amendment will become effective upon the closing of the GWA Divestiture.

The foregoing description of the SFA Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the SFA Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On the Closing Date, G&W terminated its Third Amended and Restated Senior Secured Syndicated Facility Agreement, dated as of June 5, 2018 (the "Existing Credit Agreement"), by and among G&W, certain subsidiaries of G&W, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent. In connection with the termination, G&W repaid all of the outstanding obligations in respect of principal, interest and fees under the Existing Credit Agreement, and terminated and released all security interests and liens granted in connection therewith.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

 Exhibit
   No.                                       Description

    2.1            Agreement and Plan of Merger, dated as of July 1, 2019, by and
                 among Genesee & Wyoming Inc., DJP XX, LLC and MKM XXII Corp.
                 (incorporated by reference to Exhibit 2.1 to Current Report on Form
                 8-K filed with the SEC on July 1, 2019).

   10.1            Amending Agreement No. 1 to Project Monty - Syndicated Facility
                 Agreement, dated as of December 29, 2019, by and among National
                 Australia Bank Limited, GWI Acquisitions Pty Ltd and the parties
                 listed on Schedule 1 thereto.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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