EX-4.15




Exhibit 4.15




THIRD SUPPLEMENTAL INDENTURE




Dated as of May 22, 2002




TO




INDENTURE




Dated as of August 14, 2000




RAILAMERICA TRANSPORTATION CORP., as Issuer




and




THE GUARANTORS NAMED HEREIN




and




WELLS FARGO BANK MINNESOTA, N.A., as Trustee




______________________________




$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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THIRD SUPPLEMENTAL INDENTURE




This Third Supplemental Indenture dated as of May 22, 2002 (this “Third 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 Wells
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 and the Second
Supplemental Indenture dated as of February 13, 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 Third 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 Third 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 Third Supplemental Indenture.



Section 2. This Third 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 Third 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 Third Supplemental Indenture to be executed
as of the day and year first above written.



	 	 	 
	
 
	 	RAILAMERICA TRANSPORTATION CORP., as Issuer

By: /s/ Michael Howe
	
 
	 	 
	
 
	 	Name: Michael Howe

Title: Vice President and Treasurer
	 
	 	 
	Attest:

	 	

	/s/ Kristin Dunlap

	 	

	 

	 	

	Name: Kristin Dunlap

Title: Paralegal

	 	



	 
	 	 
	
 
	 	RAILAMERICA, INC., as Guarantor

By: /s/ Michael Howe
	
 
	 	 
	
 
	 	Name: Michael Howe

Title: Vice President and Treasurer
	 
	 	 
	Attest:

	 	

	/s/ Kristin Dunlap

	 	

	 

	 	

	Name: Kristin Dunlap

Title: Paralegal

	 	



	 
	 	 







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	 	 	WELLS FARGO BANK MINNESOTA, N.A., as trustee	 
	 	 	By: /s/	 	 	Michael T. Lechner
	 	 	Name: Michael T. Lechner
	 	 	Title: Corporate Trust Officer
	Attest:
	/s/Michael G. Slade
	Name: Michael G. Slade	 
	Title: Corporate Trust Officer___________






	 	 	 	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.




	 	 	 	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.


KIAMICHI HOLDINGS, INC.


KIAMICHI RAILROAD COMPANY L.L.C.


KYLE RAILROAD COMPANY


KYLE 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.






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
JOAQUIN VALLEY RAILROAD CO.






SAN PEDRO 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.


TOLEDO, PEORIA & WESTERN RAILWAY CORPORATION


TOLEDO, PEORIA & WESTERN RAILROAD CORPORATION


VENTURA COUNTY RAILROAD CO., INC.




	 	 	 	WEST
TEXAS AND LUBBOCK RAILROAD COMPANY, INC.,






as Guarantors




By: /s/ Michael Howe




	 	 	 	Name: Michael Howe

Title: Vice President and Treasurer





Attest:



/s/Kristin Dunlap


Name: Kristin Dunlap



Title: Paralegal




RAIL LINE HOLDINGS #1, INC.


RAIL LINE HOLDINGS #2, INC.




	 	 	 	as
New Guarantors






By: /s/ Michael Howe




	 	 	 	Name: Michael Howe

Title: Vice President and Treasurer





Attest:



/s/ Kristin Dunlap


Name: Kristin Dunlap




	 	 	 	Title: Paralegal






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