0001299933-05-005035 Sample Contracts

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 4th, 2005 • Railamerica Inc /De • Railroads, line-haul operating • New York

AMENDMENT NO. 1 dated as of September 30, 2005 to the Amended and Restated Credit Agreement dated as of September 29, 2004 (as amended and restated, the “Credit Agreement”) among RailAmerica, Inc., a Delaware corporation (“Holdings”), Palm Beach Rail Holding, Inc., a Delaware corporation (“Intermediate Holdings”), RailAmerica Transportation Corp., a Delaware corporation (the “Company”), RailAmerica Canada Corp., RaiLink Canada Ltd., the Lenders referred to therein (the “Lenders”), UBS AG, Stamford Branch, as Administrative Agent (the “Administrative Agent”) and The Bank of Nova Scotia, as Collateral Agent for the Lenders (the “Collateral Agent”).

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