EX-10.1






Exhibit 10.1



AMENDMENT NO. 2, dated as of February 23, 2011 (this “Amendment”), to that certain
Credit Agreement, dated as of June 23, 2009 (as amended, supplemented, amended and restated,
replaced, refinanced or otherwise modified from time to time, the “Credit Agreement”),
among RAILAMERICA, INC., a Delaware corporation (“RailAmerica”); RAILAMERICA TRANSPORTATION
CORP., a Delaware corporation (“RATC,” together with RailAmerica, the “Borrowers”
and each individually, a “Borrower”); the lenders party thereto from time to time (the
“Lenders”), the LETTER OF CREDIT ISSUER party thereto from time to time; CITICORP NORTH
AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”) and
as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders; and
CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as sole lead arranger and sole bookrunner (in such
capacity, the “Lead Arranger”). Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement (as amended hereby).



WHEREAS, pursuant to subsection 13.1 of the Credit Agreement the Administrative Agent and the
Credit Parties may, with the consent of the Required Lenders, amend the Credit Agreement;



NOW, THEREFORE, in consideration of the premises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:



Section 1. Amendments to the Credit Agreement. The Credit Agreement is hereby amended
effective as of the date hereof as follows:



(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following to the end
of the proviso in the definition of “Fixed Charge Coverage Ratio”:




“without giving effect to any Restricted Payments made pursuant to Section 10.6(f).”



(b) Subsection 10.6 of the Credit Agreement is hereby amended by (i) deleting the word “and”
in front of clause (e) of the proviso and replacing it with “,” and (ii) adding a new clause (f) at
the end of that Subsection as follows:




	 	 	 	“and (f) RailAmerica may make other Restricted Payments in an amount
not to exceed $75.0 million to repurchase shares of common stock of RailAmerica
pursuant to a share repurchase plan approved by the Board of Directors of
RailAmerica; provided that (A) both immediately before and immediately
after giving effect to such Restricted Payment, no Default or Event of Default
shall have occurred and be continuing, (B) at the time any Restricted Payment
is made on a Pro Forma Basis (i) (x) no Loans or Unpaid Drawings shall be
outstanding or were outstanding for the period of sixty (60) consecutive days
immediately preceding such Restricted Payment and (y) no Loans are projected to
be outstanding for the period of sixty (60) consecutive days immediately
following such Restricted Payment, (ii) the Interest Coverage Ratio for the
most recently ended Test Period for which Section 9.1 Financials have been
delivered shall be at least 2.00 to 1.00 and (iii) Total Liquidity would be at
least equal to $50.0 million, and (C) at the time of making such Restricted
Payment, RailAmerica shall have delivered to the Administrative Agent an
officer’s certificate of an Authorized Officer certifying satisfaction with the
conditions set forth in clauses (A) and (B) above.”





Section 2. Effectiveness. This Amendment will become effective as of the date each of
the following conditions precedent shall have been (or are or will be substantially concurrently
therewith) satisfied or waived by the Administrative Agent (the “Amendment Effective
Date”):



(a) the Administrative Agent shall have received executed signature pages hereto from the
Required Lenders under and as defined in the Credit Agreement and each of the other parties listed
on the signature pages hereto;



(b) the Administrative Agent shall have received a certificate of an Authorized Officer of
RailAmerica to the effect that the representations and warranties specified in Section 3 of this
Amendment are true and correct in all material respects and no Default or Event of Default has
occurred and is continuing;



(c) the Borrowers shall have (i) paid the Administrative Agent or its Affiliates all the fees
due to the Administrative Agent or its Affiliates and (ii) reimbursed or paid all expenses required
to be paid or reimbursed by the Borrowers pursuant to the Credit Agreement and Section 8 hereto;
and



(d) the Borrowers shall have paid a fee to the Administrative Agent, for the account of each
Lender which has returned an executed signature page to this Amendment on or prior to 5:00 p.m.,
New York time, on February 22, 2010 in an amount equal to 0.10% of such consenting Lender’s
outstanding Commitments under the Credit Agreement on the Amendment Effective Date.



Section 3. Representations and Warranties of the Borrowers. The Borrowers hereby
represent and warrant as of the date hereof and as of the Amendment Effective Date that each of the
representations and warranties contained in the Credit Agreement are true and correct in all
material respects (unless stated to relate to a specific earlier date, in which case, such
representations and warranties are true and correct in all material respects as of such earlier
date) and no Default or Event of Default has occurred and is continuing.



Section 4. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which when so executed and
delivered shall be deemed to be an original, but all of which when taken together shall constitute
a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.



Section 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



Section 6. Headings. The headings of this Amendment are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof.



Section 7. Effect of Amendment. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the
rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any
other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other
provision of the Credit Agreement or any other Credit Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.



Section 8. Costs and Expenses. Without duplication of any amounts previously paid or
reimbursed, the Borrowers hereby agree to pay all reasonable costs and expenses of the
Administrative Agent associated with the preparation, execution and delivery of this Amendment,
including, without limitation, the fees and expenses of Cahill Gordon & Reindel llp,
counsel to the Administrative Agent and other out of pocket expenses related hereto.



[Remainder of Page Intentionally Blank]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written.

 


	 	 	 
	                            
	 	RAILAMERICA, INC.,

as a Borrower

By: /s/ B. Clyde Preslar

	 	 	 

	 	 	Name: B. Clyde Preslar

Title: Senior Vice President and Chief Financial

Officer

RAILAMERICA TRANSPORTATION CORP.,

as a Borrower

By: /s/ Scott G. Williams

	 	 	 

	 	 	Name: Scott G. Williams

Title: President

CITICORP NORTH AMERICA, INC.,

as Administrative Agent and Lender

By: /s/ Matthew Paquin

	 	 	 

	 	 	Name: Matthew Paquin

Title: Vice President and Director