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Railamerica Inc/DE – ‘10-K405’ for 12/31/01 – EX-4.13

On:  Monday, 4/1/02   ·   For:  12/31/01   ·   Accession #:  950144-2-3341   ·   File #:  0-20618

Previous ‘10-K405’:  ‘10-K405’ on 4/2/01 for 12/31/00   ·   Latest ‘10-K405’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/01/02  Railamerica Inc/DE                10-K405    12/31/01   17:804K                                   Bowne of Atlanta Inc/FA

Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Railamerica, Inc.                                     85    425K 
 2: EX-2.2      Merger Agreement                                      45    247K 
 3: EX-2.3      Stock Purchase Agreement                              43    230K 
 4: EX-2.4      Letter Agreement                                       5     25K 
 5: EX-4.11     Warrant to Purchase/Stonegate                          9     39K 
 6: EX-4.12     Warrant to Purchase/Railamerica                        8     39K 
 7: EX-4.13     First Supplemental Indenture Dated 2/13/02             8     24K 
 8: EX-4.14     Second Supplemental Indenture Dated 1/24/02            8     25K 
 9: EX-10.79    Waiver and Amendment No. 3 to Credit Agreement        87    127K 
10: EX-10.80    Change in Control Service Agreement                   15     70K 
11: EX-10.81    Service Agreement Dated 4/4/01                         8     27K 
12: EX-10.82    Amend. & Restated Employment Agreement (Marino)       13     62K 
13: EX-10.83    Amend. & Restated Employment Agreement (Redfearn)     12     53K 
14: EX-10.84    Executive Employment Agreement (Gary Spiegel)         12     53K 
15: EX-21.1     Subsidiaries of the Company                            2     14K 
16: EX-23.1     Consent of Pricewaterhousecoopers                      1      9K 
17: EX-23.2     Consent of Langton Clarke Limitada                     1      9K 


EX-4.13   —   First Supplemental Indenture Dated 2/13/02
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Indenture
2Guarantors
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EXHIBIT 4.13 -------------------------------------------------------------------------------- FIRST SUPPLEMENTAL INDENTURE DATED AS OF JANUARY 24, 2002 TO INDENTURE DATED AS OF AUGUST 14, 2000 RAILAMERICA TRANSPORTATION CORP., AS ISSUER AND THE GUARANTORS NAMED HEREIN AND WELLS FARGO BANK MINNESOTA, N.A., AS TRUSTEE ------------------------------ $130,000,000 12-7/8% SENIOR SUBORDINATED NOTES DUE 2010, SERIES A 12-7/8% SENIOR SUBORDINATED NOTES DUE 2010, SERIES B --------------------------------------------------------------------------------
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FIRST SUPPLEMENTAL INDENTURE This First Supplemental Indenture dated as of January 24, 2002 (this "Supplemental Indenture") made and entered into by and among RailAmerica Transportation Corp. (the "Company"), a subsidiary of RailAmerica, Inc. ("RailAmerica"), the Guarantors and the new Guarantors ("New Guarantors") set forth on the signature pages hereto (collectively, the "Guarantors") and Wells Fargo Bank Minnesota, N.A., a National Banking Association, as trustee (the "Trustee"), under the Indenture dated as of August 14, 2000 among the Company, the Guarantors and the Trustee (the "Indenture") relating to the 127/8% Senior Subordinated Notes due 2010, Series A and 127/8% Senior Subordinated Notes due 2010, Series B (collectively, the "Notes"). Terms used but not defined herein shall have the meanings given to them in the Indenture. WHEREAS, Section 4.19 of the Indenture provides that additional Domestic Subsidiaries of the Company must become Guarantors, unless they are properly designated as Unrestricted Subsidiaries; and WHEREAS, the new Guarantors party hereto (the "New Guarantors") have become Restricted Domestic Subsidiaries of the Company; and NOW, THEREFORE, each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders: ARTICLE I GUARANTORS Each of the New Guarantors hereby agrees that by its execution hereof it has become a party, and is bound by the terms and provisions of, the Indenture as a Guarantor. ARTICLE II RELEASE Each Guarantee under this Supplemental Indenture shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer permitted by the Indenture of (a) all of the Company's Capital Stock in such Restricted Subsidiary or (b) the sale of all or substantially all of the assets of the Restricted Subsidiary and upon the application of the Net Proceeds from such sale in accordance with the requirements of Section 4.05 of the Indenture or (ii) the release or discharge of the Other Company Indebtedness Guarantee that resulted in the creation of this Supplemental Indenture.
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ARTICLE III MISCELLANEOUS Section 1. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. Section 2. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the jurisdiction which govern the Indenture and its construction. Section 3. This Supplemental Indenture may be executed in any number of counterparts and by the parties hereto 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. 2
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be executed as of the day and year first above written. RAILAMERICA TRANSPORTATION CORP., as Issuer By: /s/ MICHAEL J. HOWE ----------------------------------- Name: Michael J. Howe Title: Vice President -- Treasurer Attest: /s/ LARRY W. BUSH -------------------------- Name: Larry W. Bush Title: Vice President and Assistant Secretary RAILAMERICA, INC., as Guarantor By: /s/ MICHAEL J. HOWE ----------------------------------- Name: Michael J. Howe Title: Vice President -- Treasurer Attest: /s/ LARRY W. BUSH --------------------------- Name: Larry W. Bush Title: Vice President and Assistant Secretary 3
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WELLS FARGO BANK MINNESOTA, N.A., as trustee By:/s/ MICHAEL T. LECHNER ----------------------------------------- Name: MICHAEL T. LECHNER Title: CORPORATE TRUST OFFICER Attest: /s/ MICHAEL G. SLADE ------------------------------ Name: MICHAEL G. SLADE Title: CORPORATE TRUST OFFICER 4
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AUSTIN & NORTHWESTERN RAILROAD COMPANY, INC. BOSTON CENTRAL FREIGHT RAILROAD, INC. CASCADE AND COLUMBIA RIVER RAILROAD COMPANY, INC. CENTRAL OREGON & PACIFIC RAILROAD, INC. CENTRAL RAILROAD COMPANY OF INDIANA CENTRAL RAILROAD COMPANY OF INDIANAPOLIS CONNECTICUT SOUTHERN RAILROAD, INC. DAKOTA RAIL, INC. DALLAS, GARLAND & NORTHEASTERN RAILROAD, INC. DALLAS, GARLAND & NORTHEASTERN RAILROAD, INC. DELAWARE VALLEY RAILWAY COMPANY, INC. FLORIDA RAIL LINES, INC. GEORGIA SOUTHWESTERN RAILROAD, INC. HURON AND EASTERN RAILWAY COMPANY, INC. INDIANA & OHIO CENTRAL RAILROAD, INC. INDIANA & OHIO RAIL CORP. INDIANA & OHIO RAILWAY COMPANY INDIANA SOUTHERN RAILROAD, INC. MARKSMAN CORP. MID-MICHIGAN RAILROAD, INC. MISSOURI & NORTHERN ARKANSAS RAILROAD COMPANY, INC. NEW ENGLAND CENTRAL RAILROAD, INC. NORTH CAROLINA AND VIRGINIA RAILROAD COMPANY, INC. OTTER TAIL VALLEY RAILROAD COMPANY, INC. PALM BEACH RAIL HOLDINGS, INC. PLAINVIEW TERMINAL COMPANY PRAIRIE HOLDINGS CORPORATION RAIL OPERATING SUPPORT GROUP, INC. RAILAMERICA AUSTRALIA, INC. RAILAMERICA EQUIPMENT CORPORATION RAILAMERICA INTERMODAL SERVICES, INC. RAILINK ACQUISITION, INC. 5
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RAILTEX ACQUISITION CORP. RAILTEX DISTRIBUTION SERVICES, INC. RAILTEX, INC. RAILTEX INTERNATIONAL HOLDINGS, INC. RAILTEX LOGISITICS, INC. SAGINAW VALLEY RAILWAY COMPANY, INC. SAN DIEGO & IMPERIAL VALLEY RAILROAD COMPANY, INC. SOUTH CAROLINA CENTRAL RAILROAD COMPANY, INC. THE TOLEDO, PEORIA & WESTERN RAILROAD CORPORATION TOLEDO, PEORIA & WESTERN RAILWAY CORPORATION VENTURA COUNTY RAILROAD CO., INC. WEST TEXAS AND LUBBOCK RAILROAD COMPANY, INC., as Guarantors By:/s/ MICHAEL J. HOWE --------------------------------------------- Name: Michael J. Howe Title: Vice President -- Treasurer Attest: /s/ LARRY W. BUSH ------------------------------------------- Name: Larry W. Bush Title: Vice President and Assistant Secretary ALABAMA & GULF COAST RAILWAY L.L.C. ARIZONA EASTERN RAILWAY COMPANY CALIFORNIA WESTERN RAILROAD, INC. EASTERN ALABAMA RAILWAYS, INC. IDAHO WESTERN RAILWAY CO. KYLE RAILROAD COMPANY KYLE RAILWAYS, INC. NEW STATESRAIL HOLDINGS, INC. PARKSIERRA CORP. RAILROADS OF HAWAII, INC. SAN JOAQUIN VALLEY RAILROAD CO. STATESRAIL II RAILROAD CORP. STATESRAIL EQUIPMENT COMPANY L.L.C. STATESRAIL, INC. SAN PEDRO TRAILS, INC. 6
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ST. LOUIS CAR, INC. SWKR OPERATING CO., INC. as New Guarantors By:/s/ MICHAEL J. HOWE ---------------------------------------------- Name: Michael J. Howe Title: Vice President -- Treasurer Attest: /s/ LARRY W. BUSH ------------------------------------------------- Name: Larry W. Bush Title: Vice President and Assistant Secretary 7

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘10-K405’ Filing    Date First  Last      Other Filings
Filed on:4/1/02
1/24/0212
For Period End:12/31/014
8/14/001210-Q,  3
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