THIRD SUPPLEMENTAL INDENTURE

EXHIBIT 10.1

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of January 27, 2009 (the “Effective Date”), between THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a corporation duly organized and existing under the laws of the State of Missouri, and the successor by merger to each of Mid-South Microwave, Inc. and Rice-Carden Corporation (the “Company”), KANSAS CITY SOUTHERN (formerly known as Kansas City Southern Industries, Inc.) (the “Parent”), and GATEWAY EASTERN RAILWAY COMPANY, PABTEX GP, LLC, PABTEX I, L.P. (f/k/a PABTEX L.P.), SIS BULK HOLDING, INC., SOUTHERN DEVELOPMENT COMPANY, SOUTHERN INDUSTRIAL SERVICES, INC., and TRANS-SERVE, INC. (together with the Parent, the “Note Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Company and the Note Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”) dated as of June 12, 2002, a First Supplemental Indenture dated as of June 10, 2005 (the “First Supplemental Indenture”) and a Second Supplemental Indenture dated as of February 5, 2007 (the “Second Supplemental Indenture”), providing for the issuance of an aggregate principal amount of up to $200,000,000 of 7 1/2 % Senior Notes due 2009 (the “Securities”);

WHEREAS, the Company, the Note Guarantors and the Trustee desire to further amend the Indenture to delete and amend certain provisions contained therein and in the Securities;

WHEREAS, Section 9.02 of the Indenture provides that, with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities (the “Requisite Consents”), the Company, the Note Guarantors and the Trustee may amend the Indenture;

WHEREAS, pursuant to an Offer to Purchase and Related Solicitation of Consents dated January 14, 2009 (the “Offer to Purchase”), the Company offered to purchase all outstanding Securities and solicited consents to the amendments to the Indenture and the Securities described herein (the “Amendments”);

WHEREAS, Holders of at least a majority in principal amount of the Securities outstanding have consented to the Amendments by tendering and not withdrawing their Securities and by delivering the related consents pursuant to the terms of the Offer to Purchase;

WHEREAS, the Company, the Note Guarantors, and the Trustee are entering into this Third Supplemental Indenture in order to set forth the Amendments; and

WHEREAS, this Third Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company, the Note Guarantors and the Trustee.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Note Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE 1
AMENDMENT OF THE INDENTURE

1.01. Amendments to the Indenture . Effective as of the Effective Date, the Indenture is amended as set forth herein.

(a) Section 1.01 of the Indenture is hereby amended to delete the following definitions in their entirety:

(b) Each of the following Sections of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the words “[Intentionally Deleted]”:

Section 4.02 SEC Reports.

Section 4.03 Limitation on Indebtedness.

Section 4.04 Limitation on Restricted Payments.

Section 4.05 Limitation on Restrictions on Distributions from Restricted Subsidiaries.

Section 4.06 Limitation on Sales of Assets and Capital Stock.

Section 4.07 Limitation on Transactions with Affiliates.

Section 4.08 Change of Control.

Section 4.09 Compliance Certificate.

Section 4.10 Further Instruments and Acts.

Section 4.11 Future Note Guarantors.

Section 4.12 Limitation on Lines of Business.

Section 4.13 Limitation on Liens.

Section 4.14 Limitation of Sale/Leaseback Transactions.

Section 4.15 Covenant Suspension.

(c) Section 5.01 of the Indenture is hereby deleted in its entirety and replaced with the following:

“SECTION 5.01. (a) When Company May Merge or Transfer Assets. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all /its assets to, any Person, unless:

(i) the resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture;

(ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company, the Parent or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company, the Parent or such Restricted Subsidiary at the time of such