371,134,375 million AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 28, 2006 Among THE KANSAS CITY SOUTHERN RAILWAY COMPANY as Borrower THE GUARANTORS NAMED HEREIN as Guarantors and THE INITIAL LENDERS, INITIAL ISSUING BANK AND SWING LINE BANK...Credit Agreement • May 9th, 2006 • Kansas City Southern • Railroads, line-haul operating • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 28, 2006 among The Kansas City Southern Railway Company, a Missouri corporation (the “Borrower”), Kansas City Southern, a Delaware corporation (the “Parent”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Issuing Bank (as hereinafter defined), the Swing Line Bank (as hereinafter defined), The Bank of Nova Scotia (“BNS”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), Morgan Stanley Senior Funding, Inc, and Harris N.A., as co-syndication agents, LaSalle Bank National Association and Bank of Tokyo-Mitsubishi IFJ Trust Company, as co-documentation agents, and BNS, as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Collateral Agent, the
AMENDMENT NO. 2 TO TRANSACTION AGREEMENTTransaction Agreement • May 9th, 2006 • Kansas City Southern • Railroads, line-haul operating • Delaware
THIS AMENDMENT NO. 2 TO TRANSACTION AGREEMENT (this “Amendment”), is made and entered into as of May 1, 2006, by and among KANSAS CITY SOUTHERN, a Delaware corporation (“KCS”), THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation (“KCSR”), NORFOLK SOUTHERN CORPORATION, a Virginia corporation (“NS”), and THE ALABAMA GREAT SOUTHERN RAILROAD COMPANY, an Alabama corporation and Subsidiary of NS (“AGS”), with reference to the following facts:
LIMITED LIABILITY COMPANY AGREEMENT OF MERIDIAN SPEEDWAY, LLC BY AND BETWEEN THE ALABAMA GREAT SOUTHERN RAILROAD COMPANY AND KANSAS CITY SOUTHERN AS OF MAY 1, 2006Limited Liability Company Agreement • May 9th, 2006 • Kansas City Southern • Railroads, line-haul operating • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Meridian Speedway, LLC, a Delaware limited liability company (the “Company”), is entered into pursuant to and in accordance with the Delaware Limited Liability Company Act (the “Act”) and shall be effective as of May 1, 2006, by and between The Alabama Great Southern Railroad Company, an Alabama corporation and a wholly-owned subsidiary of NSR (as defined herein) (such corporation or any Permitted Transferee thereof, the “NS Member”), and Kansas City Southern, a Delaware corporation (“KCS” and, together with any Permitted Transferee thereof, the “KCS Member”), as the Members pursuant to the provisions of the Act.
