1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is entered into as of January 2, 1997 by and between GARY O. MARINO (the "Purchaser"), and RAILAMERICA, INC., a Delaware corporation (the "Company"). 1. PURCHASE...Stock Purchase Agreement • February 19th, 1997 • Railamerica Inc /De • Truck trailers • Florida
EXHIBIT 10.96 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("AGREEMENT") is made and entered into as of August 1, 2004, by and between RailAmerica, Inc., a Delaware corporation (the "COMPANY"), and Mr. Charles Swinburn (the "EXECUTIVE"). W I T N E S...Employment Agreement • November 9th, 2004 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
dated as ofSecurities Purchase Agreement • March 30th, 2000 • Railamerica Inc /De • Truck trailers • New York
1 Exhibit 10.1 AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of the 22nd day of July, 1999, by and among RAILAMERICA, INC., a Delaware corporation ("RailAmerica"), KALYN/SIEBERT I,...Loan Agreement • August 6th, 1999 • Railamerica Inc /De • Truck trailers • New York
W I T N E S S E T H:Credit Agreement • March 27th, 2003 • Railamerica Inc /De • Railroads, line-haul operating • New York
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made the 17th day of DECEMBER, 1998 BETWEEN: CANADIAN PACIFIC RAILWAY COMPANY, a corporation incorporated under the laws of Canada ("CPR") and THE ESQUIMALT AND NANAIMO RAILWAY COMPANY, a...Asset Purchase Agreement • June 30th, 1999 • Railamerica Inc /De • Truck trailers • British Columbia
EXHIBIT 4.2Warrant Agreement • April 17th, 1997 • Railamerica Inc /De • Truck trailers • Florida
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 10th, 2001 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
RECITALSRights Agreement • April 18th, 2000 • Railamerica Inc /De • Truck trailers • Victoria
SERVICE AGREEMENTService Agreement • April 1st, 2002 • Railamerica Inc /De • Railroads, line-haul operating • Victoria
RECITALSWarrant Agreement • March 30th, 2000 • Railamerica Inc /De • Truck trailers • New York
1 EXHIBIT 10.57 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT is made and entered into as of the 16th day of June, 1998, by and among RAILAMERICA, INC., a Delaware corporation, KALYN/SIEBERT INCORPORATED, a Texas...Loan Agreement • March 31st, 1999 • Railamerica Inc /De • Truck trailers
amongCredit Agreement • August 13th, 2002 • Railamerica Inc /De • Railroads, line-haul operating • New York
EXHIBIT 2.3 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 1st, 2002 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
EXHIBIT A SUBSCRIPTION AGREEMENT RailAmerica, Inc. 301 Yamato Road Suite 1190 Boca Raton, Florida 33431 Ladies and Gentlemen: The undersigned ("Subscriber") hereby tenders this Subscription Agreement ("Agreement") in accordance with and subject to the...Subscription Agreement • October 17th, 1996 • Railamerica Inc /De • Truck trailers • Florida
REPRESENTATIVE'S WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCKRailamerica Inc /De • April 1st, 2002 • Railroads, line-haul operating • Delaware
October 12, 2001 StatesRail, Inc. New StatesRail Holdings, Inc. StatesRail L.L.C. 7557 Rambler Road Suite 280 Dallas, Texas 75231 Attn: J. Peter Kleifgen The Stockholders of StatesRail, Inc. and New StatesRail Holdings, Inc. c/o Kauri, Inc. 300...Letter Agreement • April 1st, 2002 • Railamerica Inc /De • Railroads, line-haul operating • Texas
1 Exhibit 10.41 EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 1998 • Railamerica Inc /De • Truck trailers • Delaware
RECITALSSeparation Agreement • May 10th, 2004 • Railamerica Inc /De • Railroads, line-haul operating • Florida
1 Exhibit 10.59 RAILAMERICA, INC. NONQUALIFIED DEFERRED COMPENSATION TRUST This RailAmerica, Inc. Nonqualified Deferred Compensation Trust Agreement is made this 3rd day of January, 1997 by and between RailAmerica, Inc. (the "Company") and Donald D....Railamerica Inc /De • May 8th, 1997 • Truck trailers • Florida
ANDRights Agreement • January 8th, 1998 • Railamerica Inc /De • Truck trailers • Delaware
EXHIBIT 4.14 SECOND SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 13, 2002Indenture • April 1st, 2002 • Railamerica Inc /De • Railroads, line-haul operating
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 19th, 1999 • Railamerica Inc /De • Truck trailers • Delaware
EXHIBIT 10.83 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") effective as of the 1st day of January, 2002, between RailAmerica, Inc., a Delaware corporation (the...Employment Agreement • April 1st, 2002 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
AMENDMENT TOExecutive Employment Agreement • November 9th, 2004 • Railamerica Inc /De • Railroads, line-haul operating
EXECUTIVE PLANAdoption Agreement • March 27th, 2003 • Railamerica Inc /De • Railroads, line-haul operating
Exhibit 2.5 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 9th, 2004 • Railamerica Inc /De • Railroads, line-haul operating • Michigan
EXHIBIT 2.1Indemnification Agreement • August 6th, 1999 • Railamerica Inc /De • Truck trailers • Alberta
CONFIDENTIAL December 16, 1996 Board of Directors RailAmerica, Inc. 301 Yamato Road, Suite 1190 Boca Raton, FL 33431 Attention: Mr. Gary O. Marino, Chairman of the Board, President, and CEO Gentlemen: This letter outlines the terms upon which First...Railamerica Inc /De • January 29th, 1997 • Truck trailers
EXHIBIT 10.98 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("AGREEMENT") is made and entered into as of July 22, 2004, by and between RailAmerica, Inc., a Delaware corporation (the "COMPANY"), and Mr. Rodney J. Conklin (the "EXECUTIVE"). W I T N E S...Employment Agreement • November 9th, 2004 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
1 Exhibit 4.2 FORM OF AGREEMENT AGREEMENT dated _________, 1998 among RAILAMERICA, INC., a Delaware corporation (the "Company"), EGS ASSOCIATES, L.P., a Delaware limited partnership ("EGS Associates"), EGS PARTNERS, L.L.C., a Delaware limited...Form of Agreement • September 16th, 1998 • Railamerica Inc /De • Truck trailers • Delaware
1 AGREEMENT FOR PURCHASE OF RAILROAD ASSETS OF DELAWARE VALLEY RAILWAY COMPANY, INC. BY DELAWARE TRANSPORTATION GROUP, INC.1 Agreement • November 14th, 1997 • Railamerica Inc /De • Truck trailers • Florida
EXHIBIT 2.1Stock Purchase Agreement • October 25th, 1996 • Railamerica Inc /De • Truck trailers • Minnesota
1 EXHIBIT 10.2 SUBSCRIPTION AGREEMENT RailAmerica, Inc. 301 Yamato Road Suite 1190 Boca Raton, FL 33431 Ladies and Gentlemen: The undersigned ("Subscriber") hereby tenders this Subscription Agreement ("Agreement") in accordance with and subject to the...Subscription Agreement • January 29th, 1997 • Railamerica Inc /De • Truck trailers • Florida
WARRANT REGISTRATION RIGHTS AGREEMENTWarrant Registration Rights Agreement • September 6th, 2000 • Railamerica Inc /De • Truck trailers • New York
