EXECUTION COPY FIRST AMENDMENT dated as of June 30, 2000 (this "Amendment"), among KANSAS CITY SOUTHERN INDUSTRIES, INC.("Holdings"), THE KANSAS CITY SOUTHERN RAILWAY COMPANY (the "Borrower"), the LENDERS party hereto and THE CHASE MANHATTAN BANK, as...
Exhibit 10.20.1
EXECUTION COPY
FIRST AMENDMENT dated as of June 30, 2000 (this
"Amendment"), among KANSAS CITY SOUTHERN INDUSTRIES,
INC.("Holdings"), THE KANSAS CITY SOUTHERN RAILWAY COMPANY (the
"Borrower"), the LENDERS party hereto and THE CHASE MANHATTAN
BANK, as administrative agent (in such capacity, the "Agent"),
collateral agent, issuing bank and swingline lender.
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 Borrower, the Lenders party thereto and
The Chase Manhattan Bank, as administrative agent, collateral agent, issuing
bank and swingline lender. Capitalized terms used but not otherwise defined
herein have the meanings assigned to them in the Credit Agreement.
B. The Borrower has requested that the Lenders amend certain
provisions of the Credit Agreement. The Lenders are willing to agree to such
amendments on the terms and subject to the conditions of this Amendment.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Article 1 of the Credit Agreement. Article I
of the Credit Agreement is hereby amended (a) by adding in the proper
alphabetical order a definition of "Permitted Unsecured Debt" that reads in its
entirety as follows:
"'Permitted Unsecured Debt' means any unsecured Indebtedness of
Holdings or the Borrower, in an aggregate principal amount not to exceed
$200,000,000 outstanding at any time, all the provisions of which
(including amount, maturity, amortization, prepayment or similar
requirements, interest rate, covenants and defaults) have been approved as
to form and substance by the Administrative Agent, it being understood that
(a) in no event shall the terms of such unsecured Indebtedness require any
payments in respect of principal or redemptions prior to the Tranche B
Maturity Date, and (b) a Subsidiary shall not Guarantee such unsecured
Indebtedness unless (i) such Subsidiary also has Guaranteed the Obligations
pursuant to the Guarantee Agreement, (ii) such Guarantee of such
Indebtedness is unsecured and (iii) such Guarantee of such Permitted
Unsecured Debt provides for the release and termination thereof, without
action by any party, upon any release and termination of the Guarantee by
such Subsidiary of the Obligations (other than by reason of repayment and
satisfaction of all of the Obligations).",
(b) amending clause (d) of the definition of "Excess Cash Flow" to read in its
entirety as follows:
"(d) (i) Capital Expenditures for such fiscal year (except to the
extent attributable to the incurrence of Capital Lease Obligations or
otherwise financed by incurring long-term Indebtedness) and (ii) capital
contributions, loans and guaranteed Indebtedness and sale and leaseback
transactions made during such fiscal year, in each case permitted by
Section 6.08(j); minus"; and
(c) amending clause (d) of the definition of "Prepayment Event" to read in its
entirety as follows:
"(d) the incurrence by Holdings, the Borrower or any other Subsidiary
of any Permitted Unsecured Debt or any Permitted Subordinated Debt."
SECTION 2. Amendment to Section 6.01(a)(iv) of the Credit Agreement.
Section 6.01(a)(iv) of the Credit Agreement is hereby deleted in its entirety
and replaced by the following:
"the Permitted Unsecured Debt, the Permitted Subordinated Debt and the
note issued pursuant to the Grupo TFM Phase II Investment;".
SECTION 3. Amendment to Section 6.01(a)(viii) of the Credit Agreement.
Section 6.01(a)(viii) of the Credit Agreement is hereby deleted in its entirety
and replaced by the following:
"(viii) other unsecured Indebtedness not expressly permitted by
clauses (i) through (vii) above; provided that the sum of (A) the
Indebtedness permitted by this clause (viii) and by clause (vii) above, (B)
the aggregate principal amount of the outstanding Indebtedness of Holdings
secured by Liens permitted by clauses (viii) and (x) of Section 6.02(a) and
(C) the Attributable Debt in connection with all Sale and Leaseback
Transactions of Holdings and the Subsidiaries permitted by clause (d) of
Section 6.03 does not at any time exceed 5% of Consolidated Net Worth."
SECTION 4. Amendment to Section 6.02(a)(x) of the Credit Agreement.
Section 6.02(a)(x) of the Credit Agreement is hereby deleted in its entirety and
replaced by the following:
"(x) Liens not expressly permitted by clauses (i) through (ix);
provided that the sum of (A) the Indebtedness permitted by clauses (vii)
and (viii) of Section 6.01(a), (B) the aggregate principal amount of the
outstanding Indebtedness of Holdings secured by Liens permitted by this
clause or by clause (viii) above and (C) the Attributable Debt in
connection with all Sale and Leaseback Transactions of Holdings and the
Subsidiaries permitted by clause (d) of Section 6.03 does not at any time
exceed 5% of Consolidated Net Worth."
SECTION 5. Amendment to Section 6.03 of the Credit Agreement. Section
6.03 of the Credit Agreement is hereby amended by (i) deleting the word "and" at
the end of clause (b), (ii) inserting a new clause (c) that reads in its
entirety as follows:
"(c) Sale and Leaseback Transactions permitted by clauses (h) and (j)
of Section 6.08; and"
and (iii) re-lettering existing clause (c) as clause (d).
SECTION 6. Amendment to Section 6.07(a) of the Credit Agreement.
Section 6.07(a) of the Credit Agreement is hereby amended by inserting the
following new clause after clause (C):
"(D) clause (i) of the foregoing shall not apply to customary
restrictions contained in the Permitted Unsecured Debt,"
and re-lettering existing clauses (D) and (E) as clauses (E) and (F).
SECTION 7. Amendment to Section 6.08(h) of the Credit Agreement.
Section 6.08(h) of the Credit Agreement is hereby deleted in its entirety and
replaced by the following:
"(h) Guarantees for the benefit of, or capital contributions or loans
to, or sale and leaseback transactions with, Texas Mexican Railway Company
or any other domestic railway company that owns railways that are
contiguous with those owned by the Borrower; provided that the aggregate
amount of such capital contributions, loans and guaranteed Indebtedness and
sale and leaseback transactions shall not exceed $25,000,000;".
SECTION 8. Amendment to Section 6.08 of the Credit Agreement. Section
6.08 of the Credit Agreement is hereby amended (a) by deleting the word "and" at
the end of clause (i), (b) by inserting a new clause (j) that reads in its
entirety as follows:
"(j) at any time on or after January 1, 2001, Guarantees for the
benefit of, or capital contributions or loans to, or sale and leaseback
transactions with, any company that is engaged in the same line of business
as the Borrower or a related line of business; provided that the aggregate
amount of such capital contributions, loans and guaranteed Indebtedness and
sale and leaseback transactions shall not exceed $25,000,000; and"
and (c) deleting existing clause (j) and replacing it with clause (k) that reads
in its entirety as follows:
"(k) Investments not expressly permitted by clauses (a) through (j);
provided that the aggregate amount all such Investments shall not at any
time exceed $5,000,000."
SECTION 9. Amendment to Section 6.15 of the Credit Agreement. Section
6.15 of the Credit Agreement is hereby amended by inserting the following new
proviso at the end of such Section:
"; provided, that the amount set forth opposite each of the periods above
will be reduced by the aggregate amount of all capital contributions,
loans, guaranteed Indebtedness and sale and leaseback transactions incurred
pursuant to clause (j) of Section 6.08 during such period."
SECTION 10. Amendment to Schedule 3.12 of the Credit Agreement.
Schedule 3.12 to the Credit Agreement is hereby deleted in its entirety and a
new schedule 3.12, in the form of Exhibit A attached hereto, is hereby
substituted in lieu thereof.
SECTION 11. Representations, Warranties and Agreements. Each of
Holdings and the Borrower hereby represents and warrants to and agrees with each
Lender and the Agent that:
(a) The representations and warranties set forth in Article III of the
Credit Agreement are true and correct in all material respects with the
same effect as if made on the Amendment Effective Date, except to the
extent such representations and warranties expressly relate to an earlier
date.
(b) Each of Holdings and the Borrower has the requisite power and
authority to execute, deliver and perform its obligations under this
Amendment and to perform its obligations under the Credit Agreement as
amended by this Amendment.
(c) The execution, delivery and performance by each of Holdings and
the Borrower of this Amendment and the performance by each of Holdings and
the Borrower of the Credit Agreement, as amended by this Amendment, (i)
have been duly authorized by all requisite action and (ii) will not (A)
violate (x) any provision of law, statute, rule or regulation, or of the
certificate or articles of incorporation or other constitutive documents or
by-laws of Holdings or the Borrower or any Subsidiary, (y) any order of any
Governmental Authority or (z) any provision of any indenture, agreement or
other instrument to which Holdings or the Borrower or any Subsidiary is a
party or by which any of them or any of their property is or may be bound,
(B) be in conflict with, result in a breach of or constitute (alone or with
notice or lapse of time or both) a default under any such indenture,
agreement for borrowed money or other agreement or instrument or (C) result
in the creation or imposition of any Lien upon or with respect to any
property or assets now owned or hereafter acquired by Holdings or the
Borrower.
(d) This Amendment has been duly executed and delivered by Holdings
and the Borrower. Each of this Amendment and the Credit Agreement, as
amended by this Amendment, constitutes a legal, valid and binding
obligation of each of Holdings and the Borrower, enforceable against the
Borrower in accordance with its terms, except as enforceability may be
limited by (i) any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and (ii) general principals of equity.
(e) As of the Amendment Effective Date, no Event of Default or Default
has occurred and is continuing.
SECTION 12. Conditions to Effectiveness. This Amendment shall become
effective on the date of the satisfaction in full of the following conditions
precedent (the "Amendment Effective Date"):
(a) The Agent shall have received duly executed counterparts hereof
which, when taken together, bear the authorized signatures of Holdings, the
Borrower, the Agent and the Required Lenders.
(b) All legal matters incident to this Amendment shall be satisfactory
to the Required Lenders, the Agent and Cravath, Swaine & Xxxxx, counsel for
the Agent.
(c) The Agent shall have received such other documents, instruments
and certificates as it or its counsel shall reasonably request.
SECTION 13. Credit Agreement. Except as specifically stated herein,
the Credit Agreement shall continue in full force and effect in accordance with
the provisions thereof. As used therein, the terms "Agreement", "herein",
"hereunder", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Loan Agreement as modified hereby.
SECTION 14. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 15. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be an original but all of which,
when taken together, shall constitute but one instrument. Delivery of an
executed counterpart of a signature page of this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.
SECTION 16. Expenses. The Borrower agrees to reimburse the Agent for
its out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx, counsel
for the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date first
above written.
KANSAS CITY SOUTHERN INDUSTRIES, INC.,
by
/s/ X. X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice-President
THE KANSAS CITY SOUTHERN RAILWAY
COMPANY,
by
/s/ X. X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President & CEO
THE CHASE MANHATTAN BANK, individually and
as Administrative Agent, Issuing Bank and
Swingline Lender,
by
/s/
------------------------------
Name:
Title: Vice President
ABN AMRO BANK N.V.,
by
/s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Group Vice President
by
/s/ Xxxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Corporate Banking Officer
AG CAPITAL FUNDING PARTNERS, L.P.,
By: Xxxxxx, Xxxxxx & Co., L.P.,
as Investment Advisor,
by
------------------------------
Name:
Title:
AMMC CDO I, LIMITED,
By: American Money Management Corp.
as Collateral Manager,
by
/s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
AERIES FINANCE-II LIMITED,
By: Invesco Senior Secured Management, Inc.,
as Sub-Managing Agent,
by
/s/ Xxxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
AIMCO CDO, SERIES 2000-A CORP.,
by
------------------------------
Name:
Title:
by
------------------------------
Name:
Title:
ALLSTATE LIFE INSURANCE COMPANY,
by
------------------------------
Name:
Title:
by
------------------------------
Name:
Title:
AMERICAN SKANDIA/PIMCO LTD MATURITY
BOND PORTFOLIO,
By: Pacific Investment Management Company
LLC, as its Investment Advisor, acting
through PNC Bank in the Nominee Name of
Xxxxxxx & Co.,
by
------------------------------
Name:
Title:
ARCHIMEDES FUNDING II, LTD.,
By: ING Capital Advisors LLC, as Collateral
Manager,
by
------------------------------
Name:
Title:
ARCHIMEDES FUNDING III, LTD.,
By: ING Capital Advisors LLC, as Collateral
Manager,
by
------------------------------
Name:
Title:
AVALON CAPITAL LTD.
By: Invesco Senior Secured Management, Inc.,
as Portfolio Advisor,
by
/s/ Xxxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signature
THE BANK OF NEW YORK,
by
/s/ Xxxx-Xxxx Xxxxxxx
------------------------------
Name: Xxxx-Xxxx Xxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA,
by
/s/ F.C.H. Xxxxx
------------------------------
Name: F.C.H. Xxxxx
Title: Senior Manager
Loan Operations
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY,
by
/s/ Xxxxxx X. XxXxx
------------------------------
Name: Xxxxxx X. XxXxx
Title: Vice President
BANK ONE, N.A. (MAIN OFFICE CHICAGO),
by
/s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
BANQUE WORMS CAPITAL CORPORATION,
by
/s/ Xxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxx
Title: VP & General Counsel
by
/s/ X.X. Xxxxx
------------------------------
Name: X.X. Xxxxx
Title: Analyst
PROMETHEUS INVESTMENT FUNDING NO. 1
LTD., CPF Asset Advisory, L.P., as Investment
Manager,
by
/s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
by
/s/ Xxxxxx Xxxxxx
------------------------------
Name: Xxxxxx Xxxxxx
Title: Associate Director
CAPTIVA III FINANCE LTD.,
as advised by Pacific Investment Management
Company LLC,
by
------------------------------
Name:
Title:
CAPTIVA IV FINANCE LTD.,
as advised by Pacific Investment Management
Company LLC,
by
------------------------------
Name:
Title:
CARLYLE HIGH YIELD PARTNERS, L.P.,
by
------------------------------
Name:
Title:
CARLYLE HIGH YIELD PARTNERS II, LTD.,
by
------------------------------
Name:
Title:
CATALINA CDO LTD.
By: Pacific Investment Management Company
LLC, as its investment advisor,
by
------------------------------
Name:
Title:
CERES II FINANCE LIMITED,
By: Invesco Senior Secured Management, Inc.,
as Sub-Managing Agent (Financial),
by
/s/ Xxxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
THE CIT GROUP,
by
/s/ Xxxxx Xxxx
------------------------------
Name: Xxxxx Xxxx
Title: Senior Credit Analyst
CREDIT SUISSE FIRST BOSTON,
by
/s/ Xxxxxxx Xxxxx
------------------------------
Name: Xxxxxxx Xxxxx
Title: Associate
by
/s/ Xxxx X'Xxxx
------------------------------
Name: Xxxx X'Xxxx
Title: Vice President
NORTH AMERICAN SENIOR FLOATING RATE
FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager,
by
/s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
CYPRESSTREE SENIOR FLOATING RATE FUND,
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager,
by
/s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
CYPRESSTREE INVESTMENT PARTNERS I, LTD.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager,
by
/s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
CYPRESSTREE INVESTMENT PARTNERS II,
LTD.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager,
by
/s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company, Inc., its Managing Member
by
/s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
DELANO COMPANY,
By: Pacific Investment Management Company
LLC, as its investment advisor,
by
------------------------------
Name:
Title:
DIAMOND LEASE (USA), INC.,
by
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: VP, Credit Administration
ELC (CAYMAN) LTD.,
by
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
ELC (CAYMAN) LTD. 1999-III,
by
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
ELT LTD.,
by
------------------------------
Name:
Title:
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN
FUND,
By: Xxxxx Xxxxx Management, as Investment
Advisor,
by
------------------------------
Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST,
By: Xxxxx Xxxxx Management, as Investment
Advisor,
by
------------------------------
Name:
Title:
FIRST DOMINION FUNDING I,
by
------------------------------
Name:
Title:
FIRST DOMINION FUNDING II,
by
--------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK,
by
/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: SVP
FIRSTAR BANK, N.A.,
by
/s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
FLEET NATIONAL BANK,
by
/s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title:
FRANKLIN FLOATING RATE MASTER SERIES,
by
--------------------------------
Name:
Title:
FRANKLIN FLOATING RATE TRUST,
by
--------------------------------
Name:
Title:
THE FUJI BANK, LIMITED,
by
/s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President & Senior
Team Leader
GALAXY CLO 1999-1 LTD.,
By: SAI Investment Advisor, Inc. Its Collateral
Manager
by
---------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION,
by
/s/ X.X. Xxxxxxxx
---------------------------------
Name: X.X. Xxxxxxxx
Title: Manager-Operations
HARCH CLO I LIMITED,
by
/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
XXXXXX TRUST AND SAVINGS BANK,
by
/s/ Xxx X. Xxxxx
---------------------------------
Name: Xxx X. Xxxxx
Title: Vice President
ING HIGH INCOME PRINCIPAL PRESERVATION
FUND HOLDINGS, LDC,
By: ING Capital Advisors LLC, as Investment Advisor,
by
---------------------------------
Name:
Title:
INTERNATIONAL COMMERCIAL BANK OF
CHINA CHICAGO BRANCH,
by
------------------------------
Name:
Title:
XXXXXX FLOATING RATE FUND,
by
/s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
KZH CYPRESSTREE-1 LLC,
by
/s/ Xxxxx Xxxx
------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH ING-1 LLC,
by
------------------------------
Name:
Title:
KZH ING-2 LLC,
by
------------------------------
Name:
Title:
KZH ING-3 LLC,
by
/s/ Xxxxx Xxxx
------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH LANGDALE LLC,
by
/s/ Xxxxx Xxxx
---------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH RIVERSIDE LLC,
by
/s/ Xxxxx Xxxx
---------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH SOLEIL-2 LLC,
by
/s/ Xxxxx Xxxx
---------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH STERLING LLC,
by
/s/ Xxxxx Xxxx
---------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH WATERSIDE LLC,
by
/s/ Xxxxx Xxxx
---------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
LONGHORN CDO (CAYMAN) LTD.,
By: Xxxxxxx Xxxxx Asset Management L.P., as Attorney
In Fact,
by
---------------------------
Name:
Title:
LUCENT TECHNOLOGIES INC. MASTER
PENSION TRUST,
By: Pacific Investment Management Company LLC, as
its Investment Advisor, acting through The Northern
Trust Company in the Nominee Name of How & Co.,
by
---------------------------
Name:
Title:
ML CBO IV (CAYMAN) LTD.,
By: Highland Capital Management, L.P. as Collateral
Manager,
by
---------------------------
Name:
Title:
ML CLO XV PILGRIM AMERICA (CAYMAN)
LTD.,
By: Pilgrim Investments, Inc. as its investment
manager,
by
---------------------------
Name:
Title:
ML CLO XX PILGRIM AMERICA (CAYMAN)
LTD.,
By: Pilgrim Investments, Inc. as its investment
manager,
by
-----------------------------
Name:
Title:
MAPLEWOOD (CAYMAN) LIMITED,
By: Massachusetts Mutual Life Insurance Company, as
Investment Manager
by
/s/ Xxxxxx X. Xxxx
-----------------------------
Name: Xxxxxx X. Xxxx
Title: Second Vice President and
Associate General Counsel
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY,
by
/s/ Xxxxxx X. Xxxx
------------------------------
Title: Second Vice President and
Associate General Counsel
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO,
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor,
by
------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.,
by
------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND II, INC.,
by
------------------------------
Name:
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED,
by
------------------------------
Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY,
by
------------------------------
Name:
Title:
MONUMENT CAPITAL LTD.,
By: Alliance Capital Management L.P., as
Investment Manager,
By: Alliance Capital Management Corporation,
as General Partner,
by
------------------------------
Name:
Title:
MOUNTAIN CAPITAL CLO I, LTD.,
by
------------------------------
Name:
Title:
NEW YORK LIFE INSURANCE COMPANY,
by
------------------------------
Name:
Title:
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager,
by
------------------------------
Name:
Title:
NORTHWOODS CAPITAL, LIMITED,
By: Xxxxxx, Xxxxxx & Co., L.P., as
Collateral Manager,
by
------------------------------
Name:
Title:
NUVEEN FLOATING RATE FUND,
By: Nuveen Senior Loan Asset Management Inc.,
by
/s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
NUVEEN SENIOR INCOME FUND,
By: Nuveen Senior Loan Asset Management Inc.,
by
/s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
OAK HILL SECURITIES FUND, L.P.,
By: Oak Hill Securities GenPar, L.P., its
General Partner
By: Oak Hill Securities MGP, Inc.
its General Partner,
by
/s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
OAK HILL SECURITIES FUND II, L.P.,
By: Oak Hill Securities GenPar II, L.P.,
its General Partner
By: Oak Hill Securities MGP II, Inc.
its General Partner
by
/s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
OCTAGON INVESTMENT PARTNERS II, LLC,
By: Octagon Credit Investors, LLC
as sub-investment manager,
by
------------------------------
Name:
Title:
OCTAGON INVESTMENT PARTNERS III, LTD.,
By: Octagon Credit Investors, LLC
as Portfolio Manager
by
------------------------------
Name:
Title:
OLYMPIC FUNDING TRUST, SERIES 1999-1,
by
------------------------------
Name:
Title:
XXXXXXXXXXX SENIOR FLOATING RATE FUND,
by
------------------------------
Name:
Title:
OSPREY INVESTMENTS PORTFOLIO,
By: Citibank, N.A., as advisor,
by
------------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND,
By: Xxxxx Xxxxx Management, as Investment
Advisor,
by
------------------------------
Name:
Title:
PIMCO MODERATE DURATION FUND,
By: Pacific Investment Management Company
LLC, as its Investment Advisor, acting
through Investors Fiduciary Trust Company
in the Nominee Name of IFTCO.,
by
-----------------------
Name:
Title:
PINEHURST TRADING, INC.,
by
/s/ Xxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
PRINCIPAL LIFE INSURANCE COMPANY
By: Principal Capital Management, LLC, a
Delaware limited liability company, its
authorized signatory,
by
/s/ Xxx X. Xxxx
-----------------------
Name: Xxx X. Xxxx
Title: Counsel
by
/s/ Xxxx X. Xxxxxxxxx
-----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Counsel
Solely in its capacity as Trustee for the
REGENTS OF THE UNIVERSITY OF MICHIGAN
(as directed by Pacific Investment
Management Company LLC), and not in its
individual capacity, acting through Mellon
Bank in the Nominee Name of XXXX & CO,
by
-----------------------
Name:
Title:
ROYALTON COMPANY,
By: Pacific Investment Mangement
Company LLC, as its investment advisor,
by
-----------------------
Name:
Title:
SEQUILS-PILGRIM I, LTD.,
By: Pilgrim Investments, Inc. as its
investment manager,
by
-----------------------
Name:
Title:
SEQUILS-ING I (HBDGM), LTD.,
By: ING Capital Advisors LLC, as Collateral
Manager and Authorized Signatory,
by
-----------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor,
by
-----------------------
Name:
Title:
SIAM COMMERCIAL BANK PCL, NEW YORK AGENCY,
by
-----------------------
Name:
Title:
by
-----------------------
Name:
Title:
SIMSBURY CLO, LIMITED,
By: Massachusetts Mutual Life Insurance
Company, as Collateral Manager,
by
/s/ Xxxxxx X. Xxxx
-------------------
Name: Xxxxxx X. Xxxx
Title: Second Vice President and
Associate General Counsel
XXXXX XXX ADVISOR FLOATING RATE ADVANTAGE
FUND,
By: Xxxxx Xxx & Xxxxxxx Incorporated, as
Advisor,
by
/s/ Xxxxx X. Xxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President &
Portfolio Manager
XXXXX XXX FLOATING RATE LIMITED LIABILITY
COMPANY,
by
/s/ Xxxxx X. Xxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President
STRATEGIC MANAGED LOAN PORTFOLIO,
By: Citibank, N.A., as Manager,
by
---------------------
Name:
Title:
TEXTRON FINANCIAL CORPORATION,
by
/s/ Xxxxxx Xxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxx
Title: Managing Director
THE TRAVELERS INSURANCE COMPANY,
by
/s/ A. Xxxxxxx Xxxxxxxx
------------------------
Name: A. Xxxxxxx Xxxxxxxx
Title: Second Vice President
TRAVELERS CORPORATE LOAN FUND INC.
By: Travelers Asset Management International
Corporation,
by
/s/ A. Xxxxxxx Xxxxxxxx
------------------------
Name: A. Xxxxxxx Xxxxxxxx
Title: Second Vice President
TRITON CDO IV, LIMITED,
By: Invesco Senior Secured Management, Inc.,
as Investment Advisor,
by
/s/ Xxxxxxx Xxxxxxxx
---------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signature
UMB BANK, N.A.,
by
/s/ Xxxxx Xxxxxx
-----------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
XXX XXXXXX CLO I, LIMITED,
By: Xxx Xxxxxx Management Inc., as
Collateral Manager,
by
/s/ Xxxxxx X. Xxxxxx
---------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX CLO II, LIMITED,
By: Xxx Xxxxxx Management Inc., as
Collateral Manager,
by
/s/ Xxxxxx X. Xxxxxx
---------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST,
By: Xxx Xxxxxx Investment Advisory Corp.,
by
/s/ Xxxxxx X. Xxxxxx
---------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
WINGED FOOT FUNDING TRUST,
/s/ Xxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Authorized Agent
Acknowledged:
KANSAS CITY SOUTHERN INDUSTRIES, INC.,
by
/s/ X. X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
CAYMEX TRANSPORTATION, INC.,
by
/s/ X.X. Xxxxxxx
-------------------------------
Name: Xxx X. Xxxxxxx
Title: Vice President
GATEWAY EASTERN RAILWAY COMPANY,
by
/s/ X. X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
GATEWAY WESTERN RAILWAY COMPANY,
by
/s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
GLOBAL TERMINALING SERVICES, INC.
by
/s/ X. X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
KCS TRANSPORTATION COMPANY,
by
/s/ X. X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
KANSAS CITY SOUTHERN LINES, INC.,
by
/s/ X. X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
SCC HOLDINGS, INC.,
by
/s/ X. X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
MID-SOUTH MICROWAVE, INC.,
by
/s/ X. X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
XXXX-XXXXXX CORPORATION,
by
/s/ X. X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
SOUTHERN DEVELOPMENT COMPANY,
by
/s/ X. X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
SOUTHERN INDUSTRIAL SERVICES, INC.,
by
/s/ X. X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
TRANS-SERVE, INC.,
by
/s/ X.X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: President
XXXXX, INC.,
by
/s/ X. X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
THE KANSAS CITY NORTHERN RAILWAY,
by
/s/ X. X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
Schedule 3.12 to the
Credit Agreement
SUBSIDIARIES
------------
Percentage of State or other Jurisdiction of
Transportation Subsidiaries Ownership Incorporation or Organization
--------------------------- ------------- ------------------------------
Canama Transportation, Inc. (1) 000 Xxxxxx Xxxxxxx
Xxxxxx Transportation, Inc. (2)*(Z) 100 Cayman Islands,
domesticated in Delaware
Gateway Eastern Railway Company (3)*(Z) 100 Illinois
Gateway Western Railway Company (4)*(Z) 100 Illinois
Global Terminaling Services, Inc. (5)* 100 Delaware
Kansas City Southern Lines, Inc. (6)*(Z) 100 Delaware
KCS Transportation Company (2)* 100 Delaware
Mid-South Microwave, Inc. (2)* 100 Delaware
NAFTA Rail, S.A. de C.V. (1) 100 Mexico
SCC Holdings, Inc. (2)* 100 Delaware
North American Freight Transportation 100 Delaware
Alliance Rail Corporation (7)
Port Xxxxxx Bulk Marine Terminal Co. (8) 80 Partnership
Xxxx-Xxxxxx Corporation (2)* 100 Missouri
Southern Development Company (2)* 000 Xxxxxxxx
Xxxxxxxxxx xx Xxxxx or other Jurisdiction of
Transportation Subsidiaries Ownership Incorporation or Organization
--------------------------- ------------- ------------------------------
Southern Industrial Services, Inc. (7)* 100 Delaware
The Kansas City Northern Railway Company (2)* 100 Delaware
The Kansas City Southern Railway Company (7)*(Z) 100 Missouri
Trans-Serve, Inc. (5)* 100 Delaware
TransFin Insurance, Ltd. (7) 100 Vermont
Xxxxx, Inc. (7)* 100 Delaware
Wyandotte Garage Corporation (7) 80 Missouri
Financial Asset Percentage of State or Other Jurisdiction of
Management Subsidiaries Ownership Incorporation or Organization
----------------------- ------------- ------------------------------
Xxxxxx LLC (9) 80 Delaware
Xxxxxx Distributors, Inc. (10) 100 Delaware
DST Systems, Inc. (9) 32 Delaware
Xxxxxxxx Financial, Inc. (6) 100 Delaware
FAM UK Limited (11) 000 Xxxxxx Xxxxxxx
Xxxxxxxx Management, Inc. (11) 100 Delaware
Financial Asset Percentage of State or Other Jurisdiction of
Management Subsidiaries Ownership Incorporation or Organization
----------------------- --------- -----------------------------
Fillmore Agency, Inc. (11) 100 Colorado
Fountain Investments, Inc. (11) 100 Missouri
Fountain Investments UK (11) 000 Xxxxxx Xxxxxxx
Janus Capital Corporation (11) 82 Colorado
Janus Capital International Ltd. (12) 100 Colorado
Janus Distributors, Inc. (12) 100 Colorado
Janus Service Corp. (12) 100 Colorado
Xxxxxx Xxxxxx Limited (13) 100 United Kingdom
Xxxxxx Investment Planning Limited (13) 100 United Kingdom
Xxxxxx Investment Management Limited (13) 100 United Kingdom
Xxxxxx Money Managers plc (15) 00 Xxxxxx Xxxxxxx
PVI, Inc. (11) 100 Delaware
Taproot Limited (13) 000 Xxxxxx Xxxxxxx
(1) Subsidiary of Caymex Transportation, Inc.
(2) Subsidiary of The Kansas City Southern Railway Company
(3) Subsidiary of Gateway Western Railway Company
(4) Subsidiary of KCS Transportation Company
(5) Subsidiary of Southern Industrial Services, Inc.
(6) Subsidiary of Kansas City Southern Industries, Inc.
(7) Subsidiary of Kansas City Southern Lines, Inc.
(8) Subsidiary of Xxxx-Xxxxxx Corporation
(9) Subsidiary of Xxxxxxxx Management, Inc.
(10) Subsidiary of Xxxxxx LLC
(11) Subsidiary of Xxxxxxxx Financial, Inc.
(12) Subsidiary of Janus Capital Corporation
(13) Subsidiary of Xxxxxx Money Managers plc
(14) Subsidiary of Xxxxxx Xxxxxx Limited
(15) Subsidiary of FAM UK Limited
* Indicates those parties which are Loan Parties.
(Z) Indicates those Subsidiaries which are Significant Subsidiaries other than
Xxxxxxxx and its subsidiaries.
