Exhibit 4.1.1
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of
January 29, 2001, among PABTEX GP, LLC and SIS BULK HOLDING, INC.
(each a "New Guarantor" and collectively, the "New Guarantors"), THE
KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation (the
"Company"), KANSAS CITY SOUTHERN INDUSTRIES, INC., GATEWAY EASTERN
RAILWAY COMPANY, GATEWAY WESTERN RAILWAY COMPANY, KCS TRANSPORTATION
COMPANY, MID-SOUTH MICROWAVE, INC., PABTEX, L.P. (formerly known as
Global Terminaling Services, Inc.), XXXX-XXXXXX CORPORATION, SOUTHERN
DEVELOPMENT COMPANY, SOUTHERN INDUSTRIAL SERVICES, INC., AND TRANS-
SERVE, INC., and THE BANK OF NEW YORK, a New York banking corporation,
as trustee under the indenture referred to below (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and KANSAS CITY SOUTHERN INDUSTRIES, INC.,
GATEWAY EASTERN RAILWAY COMPANY, GATEWAY WESTERN RAILWAY COMPANY, KCS
TRANSPORTATION COMPANY, MID-SOUTH MICROWAVE, INC., PABTEX, L.P. (formerly known
as Global Terminaling Services, Inc.), XXXX-XXXXXX CORPORATION, SOUTHERN
DEVELOPMENT COMPANY, SOUTHERN INDUSTRIAL SERVICES, INC., AND TRANS-SERVE, INC.
(the "Existing Guarantors") have heretofore executed and delivered to the
Trustee an Indenture (the "Indenture") dated as of September 27, 2000, providing
for the issuance of an aggregate principal amount of up to $300,000,000 of 9
1/2% Senior Notes due 2008 (the "Securities"); and
WHEREAS, Section 4.11 of the Indenture provides that under certain
circumstances the Company is required to cause the New Guarantors to execute and
deliver to the Trustee a supplemental indenture pursuant to which each New
Guarantor shall unconditionally guarantee all the Company's obligations under
the Securities pursuant to a Note Guarantee on the terms and conditions set
forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the
Company and the Existing Guarantors are authorized to execute and deliver this
Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantors, the Company, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the
Securities as follows:
1. Agreement to Guarantee. Each of the New Guarantors hereby agrees,
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jointly and severally with all the Existing Guarantors, to unconditionally
guarantee the Company's obligations under the Securities on the terms and
subject to the conditions set forth in
Article 10 of the Indenture and to be bound by all other applicable provisions
of the Indenture and the Securities.
2. Ratification of Indenture; Supplemental Indentures Part of
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Indenture. Except as expressly amended hereby, the Indenture is in all respects
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ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
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AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. Trustee Makes No Representation. The Trustee makes no
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representation as to the validity or sufficiency of this Supplemental Indenture.
5. Counterparts. The parties may sign any number of copies of this
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Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. Effect of Headings. The section headings herein are for
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convenience only and shall not effect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
PABTEX GP, LLC
By: SOUTHERN INDUSTRIAL SERVICES,
INC., its sole member
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
SIS BULK HOLDING, INC.
By /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
THE KANSAS CITY SOUTHERN RAILWAY COMPANY,
By /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and
Chief Financial Officer
KANSAS CITY SOUTHERN INDUSTRIES, INC.,
By /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and
Chief Financial Officer
GATEWAY EASTERN RAILWAY COMPANY,
By /s/ Xxxxxx Xxxx
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Name:
Title: Treasurer
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XXXXXXX XXXXXXX XXXXXXX COMPANY,
By /s/ Xxxxxx Xxxx
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Name:
Title: Treasurer
KCS TRANSPORTATION COMPANY,
By /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Vice President and Treasurer
MID-SOUTH MICROWAVE, INC.,
By /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
PABTEX, L.P. (formerly known as Global Terminaling
Services, Inc.),
By: PABTEX GP, LLC, its General Partner
By: SOUTHERN INDUSTRIAL SERVICES,
INC., the sole member of PABTEX GP,
LLC
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
XXXX-XXXXXX CORPORATION,
By /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
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SOUTHERN DEVELOPMENT COMPANY,
By /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
SOUTHERN INDUSTRIAL SERVICES, INC.,
By /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
TRANS-SERVE, INC.,
By /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
THE BANK OF NEW YORK, as Trustee,
By /s/ Xxxxxx X. Xxxxxxxxxx
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Name: XXXXXX X. XXXXXXXXXX
Title: Assistant Vice President
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