EXHIBIT 4.14
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SECOND SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 13, 2002
TO
INDENTURE
DATED AS OF AUGUST 14, 2000
RAILAMERICA TRANSPORTATION CORP., AS ISSUER
AND
THE GUARANTORS NAMED HEREIN
AND
▇▇▇▇▇ FARGO BANK MINNESOTA, N.A., AS TRUSTEE
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$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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SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture dated as of February 13, 2002 (this
"Second 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 ▇▇▇▇▇
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, as supplemented by the First Supplemental
Indenture dated as of January 24, 2002 by and among the Company, the Guarantors
and the new Guarantors signatory thereto 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 Second 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 Second Supplemental Indenture.
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 Second Supplemental Indenture.
Section 2. This Second 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 Second 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
IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be executed as of the day and year first above written.
RAILAMERICA TRANSPORTATION CORP., as
Issuer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President -- Treasurer
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and
Assistant Secretary
RAILAMERICA, INC., as Guarantor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President -- Treasurer
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and
Assistant Secretary
3
▇▇▇▇▇ FARGO BANK MINNESOTA, N.A., as
trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Corporate Trust Officer
Attest:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Corporate Trust Officer
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ALABAMA & GULF COAST RAILWAY L.L.C.
ARIZONA EASTERN RAILWAY COMPANY
AUSTIN & NORTHWESTERN RAILROAD COMPANY, INC.
BOSTON CENTRAL FREIGHT RAILROAD, INC.
CALIFORNIA WESTERN 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.
EASTERN ALABAMA RAILWAYS, INC.
FLORIDA RAIL LINES, INC.
GEORGIA SOUTHWESTERN RAILROAD, INC.
HURON AND EASTERN RAILWAY COMPANY, INC.
IDAHO WESTERN RAILWAY CO.
INDIANA & OHIO CENTRAL RAILROAD, INC.
INDIANA & OHIO RAIL CORP.
INDIANA & OHIO RAILWAY COMPANY
INDIANA SOUTHERN RAILROAD, INC.
▇▇▇▇ RAILROAD COMPANY
▇▇▇▇ RAILWAYS, INC.
MARKSMAN CORP.
MID-MICHIGAN RAILROAD, INC.
MISSOURI & NORTHERN ARKANSAS RAILROAD COMPANY, INC.
NEW ENGLAND CENTRAL RAILROAD, INC.
NEW STATESRAIL HOLDINGS, INC.
NORTH CAROLINA AND VIRGINIA RAILROAD COMPANY, INC.
OTTER TAIL VALLEY RAILROAD COMPANY, INC.
PALM BEACH RAIL HOLDINGS, INC.
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PARKSIERRA CORP.
PLAINVIEW TERMINAL COMPANY
PRAIRIE HOLDINGS CORPORATION
RAIL OPERATING SUPPORT GROUP, INC.
RAILAMERICA AUSTRALIA, INC.
RAILAMERICA EQUIPMENT CORPORATION
RAILAMERICA INTERMODAL SERVICES, INC.
RAILINK ACQUISITION, INC.
RAILROADS OF HAWAII, INC.
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.
SAN ▇▇▇▇▇▇▇ VALLEY RAILROAD CO.
SAN ▇▇▇▇▇ TRAILS, INC.
SOUTH CAROLINA CENTRAL RAILROAD COMPANY, INC.
STATESRAIL II RAILROAD CORP.
STATESRAIL EQUIPMENT COMPANY L.L.C.
STATESRAIL, INC.
ST. LOUIS CAR, INC.
SWKR OPERATING CO., 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President -- Treasurer
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and Assistant Secretary
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KIAMICHI HOLDINGS, INC.
KIAMICHI RAILROAD COMPANY L.L.C.
as New Guarantors
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President -- Treasurer
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and Assistant Secretary
7