LONG-TERM DEBT:

Credit Agreement

As of the March 20, 2015 closing, the Second Amended and Restated Senior Secured Syndicated Credit Facility Agreement (the Credit Agreement) was comprised of a $1,782.0 million United States term loan, an A$324.6 million (or $252.5 million at the exchange rate on March 20, 2015) Australian term loan, a £101.7 million (or $152.2 million at the exchange rate on March 20, 2015) U.K. term loan and a $625.0 million revolving credit facility. The revolving credit facility includes borrowing capacity for letters of credit and swingline loans. The stated maturity date of each of the Company's credit facilities under the Credit Agreement is March 31, 2020.

On October 20, 2016, the Company entered into Amendment No. 2 to the Credit Agreement (Amendment No. 2). Amendment No. 2 permitted, among other things, the Company to enter into the Australia Partnership transaction and the GRail Transactions (collectively, the Australian Reorganization). Amendment No. 2 also permitted the repayment in full and termination of the obligations of the Australia Partnership and its subsidiaries (the Australian Loan Parties) under the Credit Agreement (the Australian Refinancing). Following the Australian Refinancing and Australian Reorganization, the Australian Loan Parties became unrestricted subsidiaries under, ceased to be party to and have no obligations under the Credit Agreement.

As a result of the Australian Reorganization, on December 1, 2016, the $625.0 million revolving credit facility under the Credit Agreement was reallocated and includes flexible sub-limits for revolving loans denominated in United States dollars, British pounds, Canadian dollars and Euros and provides for the ability to reallocate commitments among the sub-limits, provided that the total amount of all British pound, Canadian dollar, Euro or other designated currencies sub-limits cannot exceed a combined $500.0 million. The Company also repaid in full the outstanding Australian term loan of A$250.0 million (or $185.3 million at the exchange rate on December 1, 2016 when the payment was made).

During the three months ended March 31, 2017, the Company made prepayments on its United States term loan of $45.8 million. The Company also made scheduled quarterly principal payments of $4.3 million on the United States term loan and £1.3 million (or $1.6 million at the exchange rate on the date the payment was made) on its U.K. term loan.

The United States dollar-denominated and the British pound-denominated term loans began to amortize in quarterly installments during the three months ended September 30, 2016, with the remaining principal balance payable upon maturity, as set forth below (amounts in thousands):



	Quarterly Payment Date	Principal Amount Due on Each Payment Date
United States dollar:	June 30, 2017 through June 30, 2018	$	2,441
	September 30, 2018 through December 31, 2019	$	4,882
	Maturity date - March 31, 2020	$	1,336,500

British pound:	June 30, 2017 through June 30, 2018	£	1,271
	September 30, 2018 through December 31, 2019	£	2,542
	Maturity date - March 31, 2020	£	75,532

As of March 31, 2017, the Company had the following outstanding term loans under its Credit Agreement (amounts in thousands, except percentages):



	Local Currency		United States Dollar Equivalent		Interest Rate
United States dollar	$	1,378,000	$	1,378,000	2.98	%
British pound	£	97,139	$	121,832	2.26	%

The Company's availability to draw from the unused borrowing capacity is subject to covenant limitations as discussed below. As of March 31, 2017, the Company had the following unused borrowing capacity under its revolving credit facility (dollars in thousands):



	2017
Total available borrowing capacity	$	625,000
Outstanding revolving loans	$	96,808
Outstanding letter of credit guarantees	$	2,582
Unused borrowing capacity	$	525,610

As of March 31, 2017, the Company had the following outstanding revolving loans under its revolving credit facility (amounts in thousands, except percentages):



	Local Currency		United States Dollar Equivalent		Interest Rate
British pound (swingline loan)	£	11,000	$	13,796	2.22	%
British pound	£	37,000	$	46,405	2.26	%
Canadian dollar	C$	8,000	$	6,014	2.89	%
Euro	€	28,600	$	30,593	2.00	%

As of March 31, 2017, the Company was in compliance with the covenants under the Credit Agreement, as amended by Amendment No. 1 and Amendment No. 2 (the Amendments), including the maximum senior secured leverage ratio covenant noted above.