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EXHIBIT 4.1
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SUPPLEMENTAL INDENTURE
Dated as of _________, ____
to the
INDENTURE
among
RAILWORKS CORPORATION,
the GUARANTORS named therein
and
FIRST UNION NATIONAL BANK, as Trustee
Dated as of April 7, 1999
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SUPPLEMENTAL INDENTURE, dated as of ________, ____ (the "Supplemental
Indenture"), among RailWorks Corporation, a Delaware corporation (the
"Company"), each of the Guarantors named herein, as guarantors (the
"Guarantors"), and First Union National Bank, as trustee (the "Trustee"), to the
Indenture (the "Indenture") dated as of April 7, 1999 among the Company, the
Guarantors and the Trustee. All capitalized terms used herein and not otherwise
defined have the meanings assigned to them in the Indenture.
WHEREAS, subsequent to the date of the Indenture, the Company has
acquired a domestic Restricted Subsidiary having total assets with a book value
in excess of $________ (the "Acquired Subsidiary");
WHEREAS, pursuant to Section 4.19 of the Indenture, the Company and the
Acquired Subsidiary are required to execute and deliver to the Trustee a
supplemental indenture pursuant to which the Acquired Subsidiary shall
unconditionally guarantee on a senior subordinated basis all of the Company's
obligations under the Notes and the Indenture on the terms set forth in the
Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Company, the
Guarantors and the Trustee together may amend or supplement the Indenture
without the consent of the Holders of the Notes to make provisions with respect
to matters arising under the Indenture so long as the changes do not adversely
affect the rights of the Holders in any material respect;
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Guarantee of Company's Obligations Under the Notes and the
Indenture
The Acquired Subsidiary hereby fully and unconditionally, jointly and
severally with all other Guarantors, guarantees, on an unsecured senior
subordinated basis subject to Article Twelve of the Indenture, all of the
Company's obligations under the Notes and the Indenture on the terms set forth
in the Indenture. The Acquired Subsidiary hereby agrees that it shall be a
"Guarantor" for all purposes under the Indenture.
2. No Other Changes.
Except as expressly supplemented hereby, all of the terms and
provisions of the Indenture shall continue in full force and effect. All
references to "Indenture" in the Indenture shall be understood to refer to the
Indenture, as supplemented by this Supplemental Indenture.
3. Ratification of Indenture.
The Indenture, as supplemented by this Supplemental Indenture, is in
all respects ratified and confirmed, and this Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent herein and therein
provided.
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4. Governing Law.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE.
5. Severability.
In case any one or more of the provisions in this Supplemental
Indenture shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.
6. Counterparts.
All parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together shall
represent the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.
RAILWORKS CORPORATION
By:
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Name: Xxxxxxx Xxxxxxx
Title: Executive Vice President
GUARANTORS:
ALPHA-KEYSTONE ENGINEERING, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
ARMCORE ACQUISITION CORP.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
ARMCORE RAILROAD CONTRACTORS, INC.
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
ANNEX RAILROAD BUILDERS, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
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BIRMINGHAM WOOD, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
XXXXXXXX HOLDINGS, INC.,
as guarantor
By:
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Name: C. Xxxxxxx Xxxxx
Title: President
X.X. XXXXXXXX & COMPANY, INC.,
as guarantor
By:
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Name: C. Xxxxxxx Xxxxx
Title: Vice Chairman
COMTRAK CONSTRUCTION, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
XXXXXX BROTHERS, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
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CPI CONCRETE PRODUCTS INCORPORATED,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
XXXX XXXXXXXX CONSTRUCTION COMPANY, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
FCM RAIL, LTD., as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
F&V METRO RW, INC., as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
RWKS TRANSIT, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
X-0
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XXXXXXX XX, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
GANTREX CORPORATION,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
GANTREX SYSTEMS, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
H.P. XXXXXXXX INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
IMPULSE ENTERPRISES OF NEW YORK, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
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XXXXXXX RAILROAD BUILDERS, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
M-TRACK ENTERPRISES, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
XxXXXX TREATED WOOD, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
MERIT RAILROAD CONTRACTORS, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
MIDWEST CONSTRUCTION SERVICES, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
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MID XXXX XX, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
MID WEST RAILROAD CONSTRUCTION &
MAINTENANCE CORPORATION OF
WYOMING, as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
MINNESOTA RAILROAD SERVICE, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
NEOSHO INCORPORATED,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
NEOSHO CONSTRUCTION COMPANY, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
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NEOSHO INTERNATIONAL, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
NEOSHO ASIA, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
NEOSHO CENTRAL AMERICA, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
NEOSHO CONTRACTORS, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
NEW ENGLAND RAILROAD CONSTRUCTION
CO., INC., as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
X-0
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XXXXXXXX RAIL SERVICE AND SUPPLY
COMPANY, INC., as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
XXXXXXX RAILWAY SHOPS, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
R. & M. B. RAIL CO., INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
RAILCORP, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
RAILROAD SERVICE, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
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RAILROAD SPECIALTIES, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
RAILWORKS CANADA, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
XXXXXXX ELECTRIC, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
SOUTHERN INDIANA WOOD
PRESERVING CO., INC., as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
U.S. TRACKWORKS, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
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U.S. RAILWAY SUPPLY, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
V & R ELECTRICAL CONTRACTORS, INC.
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
WM. X. XXXXX CONSTRUCTION CO. INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
WM. X. XXXXX RERAILING SERVICES, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
WOOD WASTE ENERGY, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
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X.X. XXXXX, INC.,
as guarantor
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
ACQUIRED SUBSIDIARY:
[NAME OF ACQUIRED SUBSIDIARY]
By:
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Name:
Title:
TRUSTEE:
FIRST UNION NATIONAL BANK,
as Trustee
By:
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Name:
Title:
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