EXCHANGE AGENT AGREEMENTExchange Agent Agreement • April 21st, 2014 • Trans-Serve, Inc. • Railroads, line-haul operating • New York
The Kansas City Southern Railway Company, a Missouri corporation (the “Company”), proposes (i) to make an offer (the “2043 Notes Exchange Offer”) to exchange up to $450,000,000 aggregate principal amount of its 4.30% Senior Notes due 2043 (the “2043 Exchange Notes”) for an equal aggregate principal amount of its outstanding 4.30% Senior Notes due 2043 (the “2043 Old Notes”) and (ii) to make an offer (the “2023 Notes Exchange Offer” and, together with the 2043 Notes Exchange Offer, the “Exchange Offers”) to exchange up to $200,000,000 aggregate principal amount of its 3.85% Senior Notes due 2023 (the “2023 Exchange Notes” and, together with the 2043 Exchange Notes, the “Exchange Notes”) for an equal aggregate principal amount of its outstanding 3.85% Senior Notes due 2023 (the “2023 Old Notes” and, together with the 2043 Old Notes, the “Old Notes”). The terms and conditions of the Exchange Offers as currently contemplated are set forth in a prospectus (the “Prospectus”) included in the
ContractNote Purchase Agreement • April 21st, 2014 • Trans-Serve, Inc. • Railroads, line-haul operating
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER
ARTICLES OF INCORPORATION OF SOUTHERN DEVELOPMENT COMPANYArticles of Incorporation • April 21st, 2014 • Trans-Serve, Inc. • Railroads, line-haul operating
KNOW ALL MEN BY THESE PRESENTS that we the undersigned, for the purpose of forming a corporation under the laws of Missouri and more particularly under the provisions of the General and Business Corporation Act of Missouri of 1943 governing general and business corporations, have entered into the following agreement:
ContractGlobal Note • April 21st, 2014 • Trans-Serve, Inc. • Railroads, line-haul operating
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ContractNote Agreement • April 21st, 2014 • Trans-Serve, Inc. • Railroads, line-haul operating
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ContractNote Agreement • April 21st, 2014 • Trans-Serve, Inc. • Railroads, line-haul operating
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER
