Exhibit 10.30
SUPPLEMENT NO. 1 dated as of January 29, 2001, to the
GUARANTEE AGREEMENT dated as of January 11, 2000, among KANSAS
CITY SOUTHERN INDUSTRIES, INC., a Delaware corporation
("Holdings"), each Subsidiary of Holdings listed on Schedule I
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thereto or becoming a party thereto as provided in Section 19
thereof (each individually, a "Subsidiary Guarantor" and,
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collectively, together with Holdings, the "Guarantors") and THE
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CHASE MANHATTAN BANK ("Chase"), as collateral agent (the
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"Collateral Agent") for the Secured Parties (as defined in the
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Credit Agreement referred to below).
A. Reference is made to the Credit Agreement dated as of January 11,
2000 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Holdings, The Kansas City Southern Railway Company, a
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Missouri corporation (the "Borrower"), the lenders from time to time party
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thereto (the "Lenders"), and Chase, as administrative agent (in such capacity,
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the "Administrative Agent"), collateral agent (in such capacity, the "Collateral
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Agent") and issuing bank (in such capacity, the "Issuing Bank") Capitalized
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terms used herein and not defined herein shall have the meanings assigned to
such terms in the Credit Agreement.
B. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the Guarantee Agreement and the Credit
Agreement.
C. The Subsidiary Guarantors have entered into the Guarantee Agreement
in order to induce the Lenders to make Loans and the Issuing Banks to issue
Letters of Credit. Each of the undersigned Subsidiaries of Holdings (each a
"New Subsidiary Guarantor" and collectively, the "New Subsidiary Guarantors") is
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executing this Supplement in accordance with the requirements of the Credit
Agreement to become a Subsidiary Guarantor under the Guarantee Agreement in
order to induce the Lenders to make additional Loans and as consideration for
Loans previously made.
Accordingly, the Administrative Agent and the New Subsidiary Guarantors
agree as follows:
SECTION 1. In accordance with Section 19 of the Guarantee Agreement,
each New Subsidiary Guarantor by its signature below becomes a Subsidiary
Guarantor under the Guarantee Agreement with the same force and effect as if
originally named therein as a Subsidiary Guarantor and each New Subsidiary
Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee
Agreement applicable to it as a Subsidiary Guarantor thereunder and (b)
represents and warrants that the representations and warranties made by it as a
Subsidiary Guarantor thereunder are true and correct on and as of the date
hereof. Each reference to a "Subsidiary Guarantor" in the Guarantee Agreement
shall be deemed to include the New Subsidiary Guarantors. The Guarantee
Agreement is hereby incorporated herein by reference.
SECTION 2. Each New Subsidiary Guarantor represents and warrants to
the Administrative Agent, the Issuing Banks and the Lenders that this Supplement
has been duly authorized, executed and delivered by it and constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.
SECTION 3. This Supplement may be executed in counterparts, each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when the
Administrative Agent shall have received counterparts of this Supplement that,
when taken together, bear the signatures of the New Subsidiary Guarantors and
the Administrative Agent. Delivery of an executed signature page to this
Supplement by facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this Supplement.
SECTION 4. Except as expressly supplemented hereby, the Guarantee
Agreement shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Guarantee Agreement shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision hereof in a particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction). The parties hereto
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 7. All communications and notices hereunder shall be in writing
and given as provided in Section 13 of the Guarantee Agreement.
SECTION 8. The New Subsidiary Guarantors agree to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the fees, disbursements and other charges of
counsel for the Administrative Agent.
IN WITNESS WHEREOF, the New Subsidiary Guarantors and the
Administrative Agent have duly executed this Supplement to the Guarantee
Agreement as of the day and year 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
Address: 000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxx, XX 00000-0000
SIS BULK HOLDING, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
Address: 000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxx, XX 00000-0000
THE CHASE MANHATTAN BANK,
as Collateral Agent,
By /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President
