EX-4.16




Exhibit 4.16




FOURTH SUPPLEMENTAL INDENTURE




Dated as of September 20, 2004




TO




INDENTURE




Dated as of August 14, 2000




RAILAMERICA TRANSPORTATION CORP., as Issuer




and




THE GUARANTORS NAMED HEREIN




and




WELLS FARGO BANK, N.A. (AS SUCCESSOR BY MERGER TO 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




1



FOURTH SUPPLEMENTAL INDENTURE




This Fourth Supplemental Indenture dated as of September 20, 2004 (this “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 (the “New
Guarantors”) set forth on the signature pages hereto ( collectively, the “Guarantors”) and Wells
Fargo Bank, N.A. (as successor by merger to 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, the Second Supplemental Indenture dated as of February 13, 2002, and the
Third Supplemental Indenture dated as of May 22, 2002, by and among the Company, the Guarantors
signatory thereto and the Trustee (the “Indenture”) relating to the Company’s
127/8% Senior Subordinated Notes due 2010 (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;




WHEREAS, the New Guarantors have become Restricted Domestic Subsidiaries of the Company;




WHEREAS, the Company is making an offer to purchase all outstanding Notes for cash;



WHEREAS, the Company has solicited consents from Holders of the Notes to certain amendments to
the Indenture, which are contained in this Supplemental Indenture;



WHEREAS, Section 10.02 of the Indenture provides that the Company, when authorized by a Board
Resolution, and the Trustee may, with the written consent of the Holders of not less than a
majority in aggregate principal amount of the Notes then outstanding, enter into indentures
supplemental thereto, to provide for, among other things, the amendments to the Indenture set forth
below; and



WHEREAS, this Supplemental Indenture is effective as of the date upon which the conditions
set forth in Section 2 of Article IV hereof are satisfied, and the amendments to the Indenture
effected by this Supplemental Indenture will become operative with respect to the Notes on the
Initial Acceptance Date (as defined below) pursuant to the Tender Offer and Consent Solicitation
(as defined below);



NOW, THEREFORE, each party hereto agrees as follows for the benefit of each other party and
for the equal and ratable benefit of the Holders of the Notes:



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 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 Supplemental Indenture.



ARTICLE III




Amendments




Section 1. (a) At the time all Notes which are validly tendered on or prior to 5:00 p.m., New
York City time on September 14, 2004, as such date may be extended by the Company (the “Consent
Date”), are accepted for purchase by the Company (the “Initial Acceptance Date”) pursuant to the
tender offer and consent solicitation relating to the Notes as set forth in the Company’s Offer to
Purchase and Consent Solicitation Statement and accompanying Consent and Letter of Transmittal
dated as of August 31, 2004 and any amendments, modifications or supplements thereto (the “Tender
Offer and Consent Solicitation”), the Indenture is hereby amended by deleting Sections 4.03, 4.04,
4.05, 4.06, 4.08, 4.10, 4.14, 4.16, 4.18, 4.19, 4.20, and 4.21 of the Indenture and all references
thereto in the Indenture in their entirety.



(b) At the Initial Acceptance Date, Section 4.12 of the Indenture is hereby amended to read in
its entirety as follows:




“The Company shall at all times comply with TIA § 314(a).”



(c) At the Initial Acceptance Date, Section 4.17 of the Indenture is hereby amended to read in
its entirety as follows:



“The Board of Directors of the Company may designate any Restricted Subsidiary of the Company
to be an Unrestricted Subsidiary if that designation would not cause a Default or an Event of
Default.”



(d) At the Initial Acceptance Date, Section 5.01 of the Indenture is hereby amended to read in
its entirety as follows:



“The Company shall not consolidate or merge with or into (whether or not the Company is the
surviving corporation), or, directly or indirectly, sell, assign, transfer, convey, lease or
otherwise dispose of all or substantially all of its properties or assets in one or more related
transactions to, another Person unless:




	 	(1)	 	the Company is the surviving corporation or the Person formed by or surviving
any such consolidation or merger (if other than the Company) or to which that sale,
assignment, transfer, conveyance or other disposition shall have been made is a
corporation organized or existing under the laws of the United States, any state
thereof or the District of Columbia;






	 	(2)	 	the Person formed by or surviving any such consolidation or merger (if other
than the Company) or the Person to which that sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of the Company under
the Registration Rights Agreement, the Securities and this Indenture pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee; and






(3) immediately after that transaction no Default or Event of Default exists.



No Guarantor may consolidate with or merge with or into another person or entity, whether or
not the Guarantor is the surviving Person, unless:




	 	(1)	 	subject to the provisions of the following paragraph, the Person formed by or
surviving any such consolidation or merger, if other than the Company or the Guarantor,
unconditionally assumes all the obligations of the Guarantor pursuant to a supplemental
indenture in form and substance reasonably satisfactory to the Trustee under this
Indenture, the Guarantee and the Registration Rights Agreement; and






	 	(2)	 	immediately after giving effect to such transaction, no Default or Event of
Default exists.





In the event of the designation of any Restricted Subsidiary that is a Guarantor as an
Unrestricted Subsidiary in accordance with the terms of this Indenture, that Guarantor will be
released and relieved of any obligations under its Guarantee.”



(e) At the Initial Acceptance Date, Section 6.01 of the Indenture is hereby amended to read in
its entirety as follows:




“Each of the following shall be an “Event of Default” for purposes of this Indenture:




	 	(i)	 	a default for 30 days in the payment when due of interest on, or Liquidated
Damages with respect to, the Securities (whether or not prohibited by the subordination
provisions of this Indenture);






	 	(ii)	 	a default in payment when due of principal or premium, if any, on the
Securities (whether or not prohibited by the subordination provisions of this
Indenture); and






	 	(iii)	 	failure by the Company for 60 days after notice from the Trustee or the
Holders of at least 25% in principal amount of the Securities then outstanding to
comply with any of its other agreements in this Indenture or the Securities.





In the case of any Event of Default pursuant to paragraph (i) or (ii) above occurring by
reason of any willful action (or inactions) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would have to pay pursuant
to a redemption of Securities as described under Article Three, an equivalent premium shall also
become and be immediately, due and payable to the extent permitted by law.”



ARTICLE IV




Effectiveness




Section 1. This Supplemental Indenture supplements the Indenture and shall be a part and
subject to all of the terms thereof. Except as supplemented hereby, the Indenture shall continue
in full force and effect.



Section 2. The amendments effected by this Supplemental Indenture shall take effect on the
date that each of the following conditions shall have been satisfied or waived:



(a) each of the parties hereto shall have executed and delivered this Supplemental Indenture;
and



(b) the Company shall have received written consent to these amendments from the Holders of at
least a majority in aggregate principal amount of the Notes;



provided, however, that the amendments set forth in Article III of this Supplemental Indenture
shall become operative only upon and simultaneously with, and shall have no force and effect prior
to, the Initial Acceptance Date pursuant to the Tender Offer and Consent Solicitation.



ARTICLE V




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 Supplemental Indenture.



Section 2. This 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 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.



[Signature Page Follows]





2






IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be executed as of
the day and year first above written.



	 	 	 
	
 
	 	RAILAMERICA TRANSPORTATION CORP., as Issuer

By: /s/ Larry W. Bush
	
 
	 	 
	
 
	 	Name: Larry W. Bush
	
 
	 	 
	
 
	 	Title: V.P.
	
 
	 	 
	 
	 	 
	Attest:

	 	

	/s/ Gary Laakso

	 	

	 

	 	

	Name: Gary Laakso

	 	

	 

	 	

	Title: Secretary

	 	

	 

	 	

	 
	 	 
	
 
	 	RAILAMERICA, INC., as Guarantor

By: /s/ Larry W. Bush
	
 
	 	 
	
 
	 	Name: Larry W. Bush
	
 
	 	 
	
 
	 	Title: V.P.
	
 
	 	 
	 
	 	 
	Attest:

	 	

	/s / Gary Laakso

	 	

	 

	 	

	Name: Gary Laakso

	 	

	 

	 	

	Title: Secretary

	 	

	 

	 	

	 
	 	 
	
 
	 	WELLS FARGO BANK, N.A. (AS SUCCESSOR BY MERGER TO

WELLS FARGO BANK MINNESOTA, N.A.), as trustee

By: /s/ Timothy P. Mowdy
	
 
	 	 
	
 
	 	Name: Timothy P. Mowdy
	
 
	 	 
	
 
	 	Title: Assistant Vice President
	
 
	 	 
	 
	 	 
	Attest:

	 	

	/s/ Jane Y. Schweiger

	 	

	 

	 	

	Name: Jane Y. Schweiger

	 	

	 

	 	

	Title: Assistant Secretary

	 	

	 

	 	

	 
	 	 







3





	 	 	 	ALABAMA & GULF COAST RAILWAY LLC






ARIZONA EASTERN RAILWAY COMPANY


CALIFORNIA WESTERN RAILROAD, INC.


CASCADE AND COLUMBIA RIVER RAILROAD COMPANY


CENTRAL OREGON & PACIFIC RAILROAD, INC.




	 	 	 	THE
CENTRAL RAILROAD COMPANY OF INDIANA






CENTRAL RAILROAD COMPANY OF INDIANAPOLIS


CONNECTICUT SOUTHERN RAILROAD, INC.


DAKOTA RAIL, INC.


DALLAS, GARLAND & NORTHEASTERN RAILROAD, INC. (DE)


DALLAS, GARLAND & NORTHEASTERN RAILROAD, INC. (TX)


EASTERN ALABAMA RAILWAYS, INC.




	 	 	 	HURON
AND EASTERN RAILWAY COMPANY, INC.






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.


MID-MICHIGAN RAILROAD, INC.


MISSOURI & NORTHERN ARKANSAS RAILROAD COMPANY, INC.




	 	 	 	NEW
ENGLAND CENTRAL RAILROAD, INC.






	 	 	 	NEW
STATESRAIL HOLDINGS, INC.






	 	 	 	NORTH
CAROLINA & VIRGINIA RAILROAD COMPANY, INC.






	 	 	 	OTTER
TAIL VALLEY RAILROAD COMPANY, INC.






	 	 	 	PALM
BEACH RAIL HOLDING, INC.






PARKSIERRA CORP.


PLAINVIEW TERMINAL COMPANY


PRAIRIE HOLDING CORPORATION


RAIL LINE HOLDINGS #1, INC.


RAIL LINE HOLDINGS #2, INC.




	 	 	 	RAIL
OPERATING SUPPORT GROUP, INC.






	 	 	 	RAII
DELAWARE LLC






RAILAMERICA EQUIPMENT CORP.


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 L.L.C.


STATESRAIL, INC.


SWKR OPERATING CO., INC.


TOLEDO, PEORIA & WESTERN RAILWAY CORP.


VENTURA COUNTY RAILROAD COMPANY




	 	 	 	WEST
TEXAS AND LUBBOCK RAILROAD COMPANY, INC.,






as Guarantors




By: /s/ Larry W. Bush




	 	 	 	Name: Larry W. Bush

Title: Vice President





	 
	 

	Attest:

	/s/ Gary Laakso

	 

	Name: Gary Laakso

	 

	Title: Secretary

	 









	 	A.	 	& R. LINE, INC.






AMERICAN RAIL DISPATCHING CENTER, INC.


ARIZONA & CALIFORNIA RAILROAD COMPANY


CALIFORNIA NORTHERN RAILROAD COMPANY


J.K. LINE, INC.


NEW ORLEANS LOWER COAST RAILROAD COMPANY, INC.


PUGET SOUND & PACIFIC RAILROAD


RAILAMERICA AUSTRALIA II, LLC


RAILAMERICA SWITCHING SERVICES, INC.


SAN LUIS & RIO GRANDE RAILROAD, INC.


SOUTH EAST RAIL, INC.




	 	 	 	as
New Guarantors






By: /s/ Larry W. Bush




	 	 	 	Name: Larry W. Bush

Title: Vice President





	 
	 

	Attest:

	/s/ Gary Laakso

	 

	Name: Gary Laakso

	 

	Title: Secretary

	 

	 









4