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
REPRESENTATIVE'S WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCKWarrant Agreement • April 1st, 2002 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
EXHIBIT 2.2 MERGER AGREEMENTMerger Agreement • April 1st, 2002 • 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
EXHIBIT 10.5 FORM OF STOCK OPTION AGREEMENT RAILAMERICA, INC. NON-QUALIFIED STOCK OPTION AGREEMENTStock Option Agreement • April 10th, 2001 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
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
RECITALS --------Rights Agreement • September 16th, 1998 • Railamerica Inc /De • Truck trailers • Delaware
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
SERVICE AGREEMENTService Agreement • April 1st, 2002 • Railamerica Inc /De • Railroads, line-haul operating • Victoria
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 10th, 2001 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
RECITALSSeparation Agreement • May 10th, 2004 • Railamerica Inc /De • Railroads, line-haul operating • Florida
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
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
ARTICLE I DEFINITIONSCredit Agreement • April 1st, 2002 • Railamerica Inc /De • Railroads, line-haul operating
RECITALSRights Agreement • April 18th, 2000 • Railamerica Inc /De • Truck trailers • Victoria
EXHIBIT 4.14 SECOND SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 13, 2002Second Supplemental Indenture • April 1st, 2002 • Railamerica Inc /De • Railroads, line-haul operating
AMENDMENT TOExecutive Employment Agreement • November 9th, 2004 • Railamerica Inc /De • Railroads, line-haul operating
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • October 19th, 1999 • Railamerica Inc /De • Truck trailers • Delaware
LAND & TRACK LEASE AGREEMENT BETWEENLease Agreement • August 4th, 2004 • Railamerica Inc /De • Railroads, line-haul operating • Indiana
EXHIBIT 4.1Warrant Agreement • April 17th, 1997 • Railamerica Inc /De • Truck trailers • Florida
RECITALSWarrant Agreement • March 30th, 2000 • Railamerica Inc /De • Truck trailers • New York
AGREEMENT FOR SALE OF CERTAIN ASSETS, RIGHTS AND OBLIGATIONS OF BURLINGTON NORTHERN RAILROAD COMPANY TO MINNESOTA NORTHERN RAILROAD, INC.Sale Agreement • March 31st, 1997 • Railamerica Inc /De • Truck trailers • Texas
EXECUTIVE PLANAdoption Agreement • March 27th, 2003 • Railamerica Inc /De • Railroads, line-haul operating
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
EXHIBIT 4.13 FIRST SUPPLEMENTAL INDENTURE DATED AS OF JANUARY 24, 2002First Supplemental Indenture • April 1st, 2002 • 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
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
EXHIBIT 2.1Stock Purchase Agreement • October 25th, 1996 • Railamerica Inc /De • Truck trailers • Minnesota
EXHIBIT 10.94 This AMENDMENT TO LEASE AGREEMENT (the "Amendment"), made and entered into this the 30th day of July, 2004, by and between CSX TRANSPORTATION, INC., a Virginia corporation as operator for New York Central Lines LLC, along with its...Lease Agreement • August 4th, 2004 • Railamerica Inc /De • Railroads, line-haul operating
1 AGREEMENT FOR PURCHASE OF RAILROAD ASSETS OF DELAWARE VALLEY RAILWAY COMPANY, INC. BY DELAWARE TRANSPORTATION GROUP, INC.Purchase Agreement • November 14th, 1997 • Railamerica Inc /De • Truck trailers • Florida
WARRANT REGISTRATION RIGHTS AGREEMENTWarrant Registration Rights Agreement • September 6th, 2000 • Railamerica Inc /De • Truck trailers • New York
