KANSAS CITY SOUTHERN 2017 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION, RESTRICTED SHARE AND PERFORMANCE SHARE AWARD AGREEMENTAward Agreement • February 1st, 2022 • Kansas City Southern • Railroads, line-haul operating • Delaware
To determine the “earned percentage” for a fiscal year, the Committee will compare the Company’s actual performance for the fiscal year to the Performance Goals for such fiscal year as set forth in the above schedule. If the calculated percentage is between Threshold and Maximum for any fiscal year, then the earned percentage will be prorated. If the calculated percentage is below Threshold, then the earned percentage for the fiscal year will be 0%. If the calculated percentage is above Maximum, then the earned percentage will be 200%. For purposes of the foregoing, any fractional Share earned with respect to the FY 2020-22 Performance Period shall be rounded down to the nearest whole Share.
Dated as of December 14, 2021 Second Supplemental IndentureKansas City Southern • February 1st, 2022 • Railroads, line-haul operating • New York
SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of December 14, 2021, among THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation (the “Issuer”), CYGNUS MERGER SUB 1 CORPORATION, a Delaware corporation (the “Successor Parent”), KANSAS CITY SOUTHERN, a Delaware corporation, as guarantor (the “Parent”), the other guarantors party hereto (collectively, with the Parent, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the laws of the United States of America, as Trustee (together with its successors and assigns, in such capacity, the “Trustee”).
Dated as of December 14, 2021 Second Supplemental IndentureKansas City Southern • February 1st, 2022 • Railroads, line-haul operating • New York
SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of December 14, 2021, among THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation (the “Issuer”), CYGNUS MERGER SUB 1 CORPORATION, a Delaware corporation (the “Successor Parent”), KANSAS CITY SOUTHERN, a Delaware corporation, as guarantor (the “Parent”), the other guarantors party hereto (collectively, with the Parent, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the laws of the United States of America, as Trustee (together with its successors and assigns, in such capacity, the “Trustee”).
Twelfth Supplemental IndentureKansas City Southern • February 1st, 2022 • Railroads, line-haul operating • New York
TWELFTH SUPPLEMENTAL INDENTURE (the “Twelfth Supplemental Indenture”), dated as of December 14, 2021, among CYGNUS MERGER SUB 1 CORPORATION, a Delaware corporation (the “Successor Company”), KANSAS CITY SOUTHERN, a Delaware corporation (the “Company”), the guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the laws of the United States of America, as Trustee (together with its successors and assigns, in such capacity, the “Trustee”).
Re: Retention Bonus Dear [EMPLOYEE]:Retention Bonus • February 1st, 2022 • Kansas City Southern • Railroads, line-haul operating
As you know, Kansas City Southern (the “Company”) has agreed to merge with Canadian Pacific Railway Limited (the “Merger”). Reference is made to the Agreement and Plan of Merger by and among Canadian Pacific Railway Limited (“Parent”), Cygnus Merger Sub 1 Corporation, Cygnus Merger Sub 2 Corporation and the Company, dated as of September 15, 2021 (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them as set forth in the Merger Agreement. Because your leadership is very important to the successful execution of our strategic plans, the Company is prepared to offer you the incentive arrangement described below to ensure that the Company will have the benefit of your continued employment and your strong commitment to the Company.
KANSAS CITY SOUTHERN 2017 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION, RESTRICTED SHARE AND PERFORMANCE SHARE AWARD AGREEMENTAward Agreement • February 1st, 2022 • Kansas City Southern • Railroads, line-haul operating • Delaware
To determine the “earned percentage” for a fiscal year, the Committee will compare the Company’s actual performance for the fiscal year to the Performance Goals for such fiscal year as set forth in the above schedule. If the calculated percentage is between Threshold and Maximum for any fiscal year, then the earned percentage will be prorated. If the calculated percentage is below Threshold, then the earned percentage for the fiscal year will be 0%. If the calculated percentage is above Maximum, then the earned percentage will be 200%. For purposes of the foregoing, any fractional Share earned with respect to the FY 2021-23 Performance Period shall be rounded down to the nearest whole Share.
AMENDMENT AND CONSENT TO FINANCING AGREEMENTFinancing Agreement • February 1st, 2022 • Kansas City Southern • Railroads, line-haul operating • District of Columbia
WHEREAS, the Borrower and the Administrator entered into that certain Financing Agreement, dated June 28, 2005, as amended by that certain Agreement No. 1 to Amend Financing Agreement, Guaranty Agreement, and Issue a Waiver, dated as of February 16, 2007, and as further amended by that certain Amendment to the Financing Agreement Providing for Electronic Delivery of Notices, dated as of July 12, 2017 (as further amended, supplemented or otherwise modified prior to the date hereof, the “Existing Financing Agreement”, and as further amended by this Amendment, the “Financing Agreement”), in connection with the financing of the Project;
AMENDMENT, CONSENT AND WAIVER TO FINANCING AGREEMENTFinancing Agreement • February 1st, 2022 • Kansas City Southern • Railroads, line-haul operating • New York
WHEREAS, the Borrower and the Administrator entered into that certain Financing Agreement, dated as of February 21, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the “Original Financing Agreement”, and as further amended by this Amendment, the “Financing Agreement”), in connection with the financing of the Project;
AGREEMENT No. 1 TO AMEND FINANCING AGREEMENT, GUARANTY AGREEMENT, AND ISSUE A WAIVERAgreement • February 1st, 2022 • Kansas City Southern • Railroads, line-haul operating • District of Columbia
THIS AGREEMENT No.1 TO AMEND FINANCING AGREEMENT, GUARANTY AGREEMENT, AND ISSUE A WAIVER ("Amendment Agreement") is made and entered into by and among the UNITED STATES OF AMERICA, represented by the SECRETARY OF TRANSPORTATION acting through Administrator of FEDERAL RAILROAD ADMINISTRATION ("Administrator" or "Lender"), KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), MEXRAIL, INC., a Delaware corporation ("Guarantor"), and THE TEXAS MEXICAN RAILWAY COMPANY, a corporation organized and existing under the laws of the State of Texas ("Borrower").
EXECUTION COPY ASSUMPTION AGREEMENT AND JOINDERExecution Copy Assumption Agreement and Joinder • February 1st, 2022 • Kansas City Southern • Railroads, line-haul operating
ASSUMPTION AGREEMENT AND JOINDER, dated as of December 14, 2021 (this “Agreement”), made by Kansas City Southern, a Delaware corporation (the “Initial Company”), and Cygnus Merger Sub 1 Corporation, a Delaware corporation (the “Replacement Company”), for the benefit of the Lenders from time to time party to the Credit Agreement (as hereinafter defined) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for such Lenders. Capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement.
Dated as of December 14, 2021 Third Supplemental IndentureKansas City Southern • February 1st, 2022 • Railroads, line-haul operating • New York
THIRD SUPPLEMENTAL INDENTURE (the “Third Supplemental Indenture”), dated as of December 14, 2021, among THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation (the “Issuer”), CYGNUS MERGER SUB 1 CORPORATION, a Delaware corporation (the “Successor Parent”), KANSAS CITY SOUTHERN, a Delaware corporation, as guarantor (the “Parent”), the other guarantors party hereto (collectively, with the Parent, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the laws of the United States of America, as Trustee (together with its successors and assigns, in such capacity, the “Trustee”).
