AMENDMENT No. 1 and WAIVER No. 1 TO THE CREDIT AGREEMENT dated as of April 7, 2006 among Kansas City Southern de México, S.A. de C.V. (formerly known as TFM, S.A. de C.V.), as Borrower ARRENDADORA TFM, S.A. de C.V., as Guarantor CERTAIN LENDERS, BANK...Credit Agreement • February 27th, 2007 • Kansas City Southern • Railroads, line-haul operating • New York
THIS AMENDMENT No. 1 AND WAIVER NO. 1 TO THE CREDIT AGREEMENT, dated as of April 7, 2006 (this “Amendment”), is entered into among Kansas City Southern de México, S.A. de C.V. (formerly known as TFM, S.A. de C.V., a corporation with variable capital (sociedad anónima de capital variable) organized under the laws of Mexico (the “Borrower”), Arrendadora TFM, S.A. de C.V., a corporation with variable capital (sociedad anónima de capital variable) organized under the laws of the Mexico (“Arrendadora”), each of the lenders that is a signatory hereto under the caption “LENDERS” on the signature pages hereto and each other Person that becomes a “Lender” after the date hereof pursuant to Section 11.8(b) of the Credit Agreement, as defined below (each a “Lender”), Bank of America, N.A., as the administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 27th, 2007 • Kansas City Southern • Railroads, line-haul operating • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of February 5, 2007, between THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a corporation duly organized and existing under the laws of the State of Missouri, and the successor by merger to each of Mid-South Microwave, Inc., and Rice-Carden Corporation (the “Company”), KANSAS CITY SOUTHERN (the “Parent”), and GATEWAY EASTERN RAILWAY COMPANY, PABTEX GP, LLC, PABTEX, L.P., SIS BULK HOLDING, INC., SOUTHERN DEVELOPMENT COMPANY, SOUTHERN INDUSTRIAL SERVICES, INC., and TRANS-SERVE, INC. (together with the Parent, the “Note Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, a national banking corporation, as trustee under the indenture referred to below (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 27th, 2007 • Kansas City Southern • Railroads, line-haul operating • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of February 5, 2007, between THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a corporation duly organized and existing under the laws of the State of Missouri, and the successor by merger to each of Gateway Western Railway Company, KCS Transportation Company, Mid-South Microwave, Inc., and Rice-Carden Corporation (the “Company”), KANSAS CITY SOUTHERN (formerly known as Kansas City Southern Industries, Inc., (the “Parent”), and GATEWAY EASTERN RAILWAY COMPANY, PABTEX, L.P., SOUTHERN DEVELOPMENT COMPANY, SOUTHERN INDUSTRIAL SERVICES, INC., and TRANS-SERVE, INC. (together with the Parent, the “Note Guarantors”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).
KANSAS CITY SOUTHERN 1991 AMENDED AND RESTATED STOCK OPTION AND PERFORMANCE AWARD PLAN (As Amended and Restated Effective as of May 5, 2005) RESTRICTED SHARES AWARD AND PERFORMANCE SHARES AWARD AGREEMENTRestricted Shares Award and Performance Shares Award Agreement • February 27th, 2007 • Kansas City Southern • Railroads, line-haul operating • Delaware
By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards to you, [Name], an employee of the Company or of a Subsidiary, as Grantee, the number of Restricted Shares of the Company’s Common Stock, $.01 par value, set forth below (“Restricted Shares”), and the number of Performance Shares set forth below for each specified Performance Period, which Performance Shares represent a conditional right to receive a number of shares of the Company’s Common Stock, $.01 par value, determined by the satisfaction of target performance goals for a applicable Performance Period (“Performance Shares”). This Award of Restricted Shares and this Award of target Performance Shares are subject to the terms and conditions set forth below and in the attached Exhibit A hereto and in the Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan (As Amended and Restated Effective as of May 5, 2005), as may from time to time be amended (the “Plan”), all
