KANSAS CITY SOUTHERN 2008 STOCK OPTION AND PERFORMANCE AWARD PLANStock Option and Performance Award Agreement • February 27th, 2012 • Kansas City Southern • Railroads, line-haul operating • Delaware
This Option shall become exercisable in accordance with the schedule below, provided you remain continuously employed by the Company or an Affiliate from the Grant Date to such date. The term of the Option shall be ten (10) years from the Grant Date unless terminated earlier as provided in Exhibit A or in the Plan.
AMENDMENT NO. 1 AND ADDITIONAL TERM ADVANCE AGREEMENT dated as of February 24, 2012, relating to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 12, 2011, among THE KANSAS CITY SOUTHERN RAILWAY COMPANY, KANSAS CITY SOUTHERN, THE GUARANTORS...Credit Agreement • February 27th, 2012 • Kansas City Southern • Railroads, line-haul operating • New York
AMENDMENT NO 1. AND ADDITIONAL TERM ADVANCE AGREEMENT dated as of February 24, 2012 (this “Agreement”), relating to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 12, 2011 (the “Credit Agreement”), among The Kansas City Southern Railway Company, a Missouri corporation (the “Borrower”), Kansas City Southern, a Delaware corporation (“Parent”), the Subsidiary Guarantors party thereto, the Lenders party thereto, the Issuing Bank named therein, the Swing Line Bank named therein, The Bank of Nova Scotia, as collateral agent and administrative agent (in such capacity, the “Administrative Agent”), Bank of America, N.A., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Bank of Nova Scotia, as joint lead arrangers and joint bookrunning managers.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 27th, 2012 • Kansas City Southern • Railroads, line-haul operating • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of February 13, 2012 (the “Effective Date”), among THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a corporation duly organized and existing under the laws of the State of Missouri (the “Company”), KANSAS CITY SOUTHERN (the “Parent”), and GATEWAY EASTERN RAILWAY COMPANY, PABTEX, INC., (the successor by merger to each of PABTEX GP, LLC, PABTEX I, L.P. and 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, as trustee under the indenture referred to below (the “Trustee”).
KANSAS CITY SOUTHERN 2008 STOCK OPTION AND PERFORMANCE AWARD PLANNon-Qualified Stock Option, Restricted Share and Performance Share Award Agreement • February 27th, 2012 • Kansas City Southern • Railroads, line-haul operating • Delaware
This Option shall become exercisable in accordance with the schedule below, provided you remain continuously employed by the Company or an Affiliate from the Grant Date to such date. The term of the Option shall be ten (10) years from the Grant Date unless terminated earlier as provided in Exhibit A or in the Plan.
