Kansas City Southern Sample Contracts

BETWEEN
Lease Agreement • March 29th, 2002 • Kansas City Southern Industries Inc • Railroads, line-haul operating • Missouri
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INDENTURE
Kansas City Southern Industries Inc • June 5th, 2001 • Railroads, line-haul operating • New York
SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 15th, 2001 • Kansas City Southern Industries Inc • Railroads, line-haul operating • New York
Issuer and
Kansas City Southern • July 12th, 2002 • Railroads, line-haul operating • New York
Guaranteed by
Kansas City Southern • July 12th, 2002 • Railroads, line-haul operating • New York
FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PABTEX, L.P.
Kansas City Southern Industries Inc • March 15th, 2001 • Railroads, line-haul operating
Issuer and
Kansas City Southern • June 2nd, 2008 • Railroads, line-haul operating • New York
EXHIBIT 3.25 AGREEMENT OF LIMITED PARTNERSHIP
Agreement • January 25th, 2001 • Kansas City Southern Industries Inc • Railroads, line-haul operating • Texas
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 1st, 2003 • Kansas City Southern • Railroads, line-haul operating • New York
ARTICLE I
Credit Agreement • May 10th, 2004 • Kansas City Southern • Railroads, line-haul operating • New York
and UMB BANK, N.A., Rights Agent RIGHTS AGREEMENT Dated as of September 29, 2005 KANSAS CITY SOUTHERN RIGHTS AGREEMENT
Rights Agreement • October 3rd, 2005 • Kansas City Southern • Railroads, line-haul operating • Missouri

This Agreement, dated as of September 29, 2005, between KANSAS CITY SOUTHERN, a Delaware corporation (the “Company”), and UMB BANK, N.A., a national banking organization (the “Rights Agent”).

Exhibit 1.1 The Kansas City Southern Railway Company 9 1/2% Senior Notes due 2008 PURCHASE AGREEMENT ------------------
Purchase Agreement • January 25th, 2001 • Kansas City Southern Industries Inc • Railroads, line-haul operating • New York
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7% DEBENTURES SUPPLEMENTAL INDENTURE CONTAINING THE PROPOSED AMENDMENTS
Supplemental Indenture • April 14th, 2000 • Kansas City Southern Industries Inc • Railroads, line-haul operating • New York
AND
Purchase Contract Agreement • June 18th, 2001 • Kansas City Southern Industries Inc • Railroads, line-haul operating • New York
364-DAY
Credit Facility Agreement • April 14th, 2000 • Kansas City Southern Industries Inc • Railroads, line-haul operating • New York
7.875% NOTES SUPPLEMENTAL INDENTURE CONTAINING THE PROPOSED AMENDMENTS
Kansas City Southern Industries Inc • April 14th, 2000 • Railroads, line-haul operating • New York
RECITALS
Stockholders' Agreement • December 21st, 2004 • Kansas City Southern • Railroads, line-haul operating • Delaware
Exhibit 1.1 KANSAS CITY SOUTHERN 1,494,469 Shares of Common Stock Underwriting Agreement
Kansas City Southern • December 5th, 2006 • Railroads, line-haul operating • New York

Grupo TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States and a stockholder (the "Selling Stockholder") of Kansas City Southern, a Delaware corporation (the "Company"), proposes to sell to Morgan Stanley & Co. Incorporated (the "Underwriter"), an aggregate of 1,494,469 shares (the "Shares") of common stock, par value $0.01 per share (the "Stock"), of the Company. The Stock, including the Shares, will have attached thereto rights (the "Rights"). The Rights are to be issued pursuant to a Rights Agreement (the "Rights Agreement") dated as of September 29, 2005 between the Company and UMB Bank, n.a., as Rights Agent.

AGREEMENT TO FOREGO COMPENSATION
Agreement • March 28th, 2003 • Kansas City Southern • Railroads, line-haul operating • Missouri
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