0000950137-05-013586 Sample Contracts

AMENDMENT AND WAIVER NO. 2 TO THE CREDIT AGREEMENT
Credit Agreement • November 9th, 2005 • Kansas City Southern • Railroads, line-haul operating • New York

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (this “Amendment No. 2”) among The Kansas City Southern Railway Company, a Missouri corporation, (the “Borrower”), Kansas City Southern, a Delaware corporation (the “Parent”), the subsidiary guarantors listed on the signature page hereof (the “Subsidiary Guarantors”), the Lender Parties (as hereinafter defined) party hereto, The Bank of Nova Scotia (“BNS”), as collateral agent (the “Collateral Agent”) and BNS, as administrative agent (the “Administrative Agent”; together with the Collateral Agent, the “Agents”).

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AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
Credit Agreement • November 9th, 2005 • Kansas City Southern • Railroads, line-haul operating • New York

AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (this “Amendment No. 3”) among The Kansas City Southern Railway Company, a Missouri corporation, (the “Borrower”), Kansas City Southern, a Delaware corporation (the “Parent”), the subsidiary guarantors listed on the signature page hereof (the “Subsidiary Guarantors”), the Lender Parties (as hereinafter defined) party hereto, The Bank of Nova Scotia (“BNS”), as collateral agent (the “Collateral Agent”) and BNS, as administrative agent (the “Administrative Agent”; together with the Collateral Agent, the “Agents”).

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