SECOND AMENDMENT dated as of April 28, 2003 (this
"AMENDMENT") to the Amended and Restated Credit Agreement
(as amended, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT") dated as of June 12, 2002,
among KANSAS CITY SOUTHERN ("HOLDINGS"), THE KANSAS CITY
SOUTHERN RAILWAY COMPANY ("the BORROWER"), the LENDERS party
thereto and JPMORGAN CHASE BANK, as administrative agent,
collateral agent, issuing bank and swingline lender (the
"AGENT").
A. Capitalized terms used but not otherwise defined herein have the
meanings assigned to them in the Credit Agreement.
B. The Borrower has requested that the Lenders amend certain
provisions of the Credit Agreement. The Required Lenders are willing to agree to
such amendments on the terms and subject to the conditions of this Amendment.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT. Effective as of the
Amendment Effective Date (as defined below), the Credit Agreement is amended as
follows:
(a) The following new definitions are inserted in their proper
alphabetical positions in Section 1.01:
'GRUPO PARENT' means a wholly owned subsidiary of Holdings that is not
a Foreign Subsidiary and that will at all times after the completion of the
Grupo TFM Acquisition, individually or together with other Loan Parties that are
wholly owned Subsidiaries of Holdings, be the record and beneficial owner of all
Equity Interests in Grupo TFM owned directly or indirectly by Holdings (except
that up to 25% of the Equity Interests in Grupo TFM may be owned by TFM, S.A. de
C.V., so long as Grupo TFM owns at least 80% of the issued and outstanding
Equity Interests in TFM, S.A. de C.V.).
'GRUPO TFM ACQUISITION' means the acquisition by Holdings, directly or
indirectly, from Grupo TMM of all the Equity Interests owned, directly or
indirectly, by Grupo TMM in Grupo TFM pursuant to a transaction or series of
transactions that result in Grupo Parent or another Loan Party that is a wholly
owned subsidiary of Holdings owning directly all the Equity Interests in Grupo
TFM that are owned, directly or indirectly by Holdings (except that up to 25% of
the Equity Interests in Grupo TFM may be owned by TFM, S.A. de C.V., so long as
Grupo TFM owns at least 80% of the issued and outstanding Equity Interests in
TFM, S.A. de C.V.).
'GRUPO TMM' means Grupo TMM, S.A., a Mexican corporation.
'KARA SUB' means Kara Sub, Inc., a Delaware corporation.
'MEXRAIL' means Mexrail, Inc., a Delaware corporation."
(b) The text of clause (a) of the definition of "Applicable Rate" is
amended to read in its entirety as follows (and the provisos at the end of such
clause are deleted):
"with respect to any Tranche B Term Loan, (i) 2.50% per annum in the case of a
Eurodollar Loan and (ii) 1.50% per annum in the case of an ABR Loan"
(c) Clause (c) of the definition of "Prepayment Event" is amended by
replacing the word "and" immediately before clause (iii) thereof with a comma
and inserting the following immediately before the semicolon at the end of such
clause:
"and (iv) issuances by Holdings of preferred Equity Interests to the
extent (A) any such preferred Equity Interests do not require redemptions or
repurchases prior to the Tranche B Maturity Date and (B) the net proceeds of
such issuances of preferred Equity Interests are used to pay the cash portion of
the consideration payable by Holdings as part of the Grupo TFM Acquisition"
(d) (i) The definition of "subsidiary" is amended by the insertion at
the end thereof of the following sentence: "References in the definitions of
"Capital Expenditures", "Consolidated EBITDA", "Consolidated Interest Expense",
"Consolidated Net Worth", "Excess Cash Flow" and "Total Indebtedness" to any
"subsidiary" or "subsidiaries" of the Borrower shall not under any circumstances
include Mexrail, Grupo TFM or any subsidiary of Mexrail or Grupo TFM."
(ii) The definition of "Subsidiary" is amended by the insertion at the
end thereof of the following sentence. "For purposes of Articles V, VI and VII,
"Subsidiary" shall not include Mexrail, Grupo TFM or any subsidiary of Mexrail
or Grupo TFM."
(iii) The definition of "Subsidiary Loan Party" is amended by the
insertion, immediately after "Mid-South Microwave, Inc.", of ", Grupo Parent,
Kara Sub, Mexrail (PROVIDED that Mexrail shall only be a Subsidiary Loan Party
on and after the date of the Investment contemplated by Section 6.08(m)),".
(e) The definitions of "Capital Expenditures", "Consolidated EBITDA",
"Consolidated Interest Expense", "Consolidated Net Worth", "Excess Cash Flow"
and "Total Indebtedness" are amended to read as follows:
"'CAPITAL EXPENDITURES' means, for any period, (a) the additions to
property, plant and equipment and other capital expenditures of the Borrower and
its consolidated subsidiaries that are (or would be) set forth in a consolidated
statement of cash flows of the Borrower for such period prepared in accordance
with GAAP and (b) Capital Lease Obligations incurred by the Borrower and its
consolidated subsidiaries during such period.
'CONSOLIDATED INTEREST EXPENSE' means, for any period, the sum,
without duplication, of (a) the interest expense (including imputed interest
expense in respect of Capital Lease Obligations) of the Borrower and the
subsidiaries of the Borrower for such period, determined on a consolidated basis
in accordance with GAAP, (b) the interest expense of Holdings for such period
and (c) all cash dividends paid during such period with respect to preferred
Equity Interests issued after the date hereof in respect of which cash dividends
are payable; PROVIDED that for purposes of calculating the "Consolidated
Interest Expense" with respect to Unit Debentures in the financial covenant set
forth in Section 6.13, the "Consolidated Interest Expense", for any period,
shall include only the cash interest expense paid on Unit Debentures by
Holdings, the Borrower and the subsidiaries of the Borrower for such period.
'CONSOLIDATED NET INCOME' means, for any period, the net income or
loss of the Borrower and its subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; PROVIDED that there shall be
excluded (a) the income of any Person in which any other Person (other than the
Borrower or any of its subsidiaries or any director holding qualifying shares in
compliance with applicable law) owns an Equity Interest, except to the extent of
the amount of dividends or other distributions actually paid to the Borrower or
any of its subsidiaries during such period, and (b) the income or loss of any
Person accrued prior to the date it becomes a subsidiary of the Borrower or is
merged into or consolidated with the Borrower or any subsidiary of the Borrower
or the date that such Person's assets are acquired by the Borrower or any
subsidiary of the Borrower.
'CONSOLIDATED NET WORTH' shall mean, on any date, the stockholders'
equity of the Borrower on such date, determined
on a consolidated basis in accordance with GAAP.
'EXCESS CASH FLOW' means, for any fiscal year, an amount equal to:
(a) Consolidated EBITDA for such fiscal year; MINUS
(b) cash tax payments made by Holdings, the Borrower and subsidiaries
of the Borrower during such fiscal year; MINUS
(c) Consolidated Interest Expense for such fiscal year; MINUS
(d) (i) Capital Expenditures for such fiscal year (except to the
extent attributable to the incurrence of Capital Lease Obligations or otherwise
financed by incurring long-term Indebtedness) and (ii) capital contributions,
loans and guaranteed Indebtedness and sale and leaseback transactions made
during such fiscal year, in each case permitted by Section 6.08(j); MINUS
(e) the aggregate principal amount of long-term Indebtedness repaid or
prepaid by Holdings, the Borrower and consolidated subsidiaries of the Borrower
during such fiscal year, excluding (i) Indebtedness in respect of Revolving
Loans and Letters of Credit, (ii) Term Loans prepaid pursuant to Section 2.11(c)
(other than any part of such prepayment attributable to gains on asset sales
that are included in the calculation of consolidated Net Income for such fiscal
year) or (d), and (iii) repayments or prepayments of long-term Indebtedness
financed by incurring other long-term Indebtedness; MINUS
(f) the aggregate amount of investments or other payments required to
be made by the Borrower or any of its subsidiaries during such fiscal year
pursuant to mandatory capital calls or similar agreements under joint venture,
limited liability company or shareholder agreements.
'TOTAL INDEBTEDNESS' means, as of any date, the sum of (a) the
aggregate principal amount of Indebtedness of the Borrower and the subsidiaries
of the Borrower outstanding as of such date that would be reflected on a balance
sheet of the Borrower prepared as of such date on a consolidated basis in
accordance with GAAP, including, without duplication, the aggregate amount of
all outstanding Securitization Transactions, and (b) the aggregate principal
amount of Indebtedness of Holdings outstanding as of such date."
(f) Sections 5.01(a) and (b) are hereby replaced with the following:
"(a) within 105 days after the end of each fiscal year of Holdings,
(i) for each of Holdings and the Borrower, its audited consolidated balance
sheet and related statements of income, changes in stockholders' equity and
cash flows as of the end of and for such year, setting forth in each case
in comparative form the figures for the previous fiscal year, in each case,
all reported on by KPMG LLP or other independent public accountants of
recognized national standing (without a "going concern" or like
qualification or exception and without any qualification or exception as to
the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition
and results of operations of Holdings and the consolidated Subsidiaries or
the Borrower and its consolidated subsidiaries, as applicable, on a
consolidated basis in accordance with GAAP consistently applied,
accompanied by a certificate of said accountants stating whether they
obtained knowledge during the course of their examination of such financial
statements of any Default (which certificate may be limited to the extent
required by accounting rules or guidelines), and (ii) for Holdings and its
consolidated Subsidiaries other than Mexrail, Grupo TFM and the
subsidiaries of Mexrail and Grupo TFM, its unaudited consolidated balance
sheet and related statement of income as of the end of and for such year,
all certified by one of its Financial Officers as presenting fairly in all
material respects the financial condition and results of operations of
Holdings and its consolidated Subsidiaries other than Mexrail, Grupo TFM
and the subsidiaries of Mexrail and Grupo TFM, on a consolidated basis in
accordance with GAAP consistently applied;
(b) within 60 days after the end of each of the first three fiscal
quarters of each fiscal year of Holdings, (i) for each of Holdings and the
Borrower, its consolidated balance sheet and related statements of income,
changes in stockholders' equity and cash flows as of the end of and for
such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet,
as of the end of) the previous fiscal year, all certified by one of its
Financial Officers as presenting fairly in all material respects the
financial condition and results of operations of Holdings and the
consolidated Subsidiaries or the Borrower and its consolidated
subsidiaries, as applicable, on a consolidated basis in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments and
the absence of footnotes, and (ii) for Holdings and its consolidated
Subsidiaries other than Mexrail, Grupo TFM and the subsidiaries of Mexrail
and Grupo TFM, its unaudited consolidated balance sheet and related
statement of income as of the end of and for such fiscal quarter and the
then elapsed portion of the fiscal year, all certified by one of its
Financial Officers as presenting fairly in all material respects the
financial condition and results of operations of Holdings and its
consolidated Subsidiaries other than Mexrail, Grupo TFM and the
subsidiaries of Mexrail and Grupo TFM, on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes;"
(g) Section 6.01(a) of the Credit Agreement is amended by deleting the
word "and" at the end of clause (ix), by relettering clause (x) as clause (xi)
and by inserting the following immediately after clause (ix):
"(x) Indebtedness of Kara Sub issued to the seller or an affiliate of
the seller in connection with the closing of the Grupo TFM Acquisition; PROVIDED
that such Indebtedness is canceled or extinguished as part of such closing; and
(h) Section 6.08 of the Credit Agreement is amended by deleting the
word "and" at the end of clause (k), by relettering clause (l) as clause (n) and
by inserting the following immediately after clause (k):
"(l) Investments in Equity Interests of Grupo TFM acquired as part of
the Grupo TFM Acquisition solely for common stock of Holdings and cash
representing proceeds of the issuance and sale after the date of the
effectiveness of the Second Amendment to this Agreement of common or preferred
Equity Interests of Holdings; PROVIDED that any such preferred Equity Interests
do not require redemptions or repurchases prior to the Tranche B Maturity Date
and the aggregate amount of such preferred Equity Interests shall not be greater
than $200,000,000;"
(m) an Investment in Equity Interests representing 51% of the issued
and outstanding capital stock of Mexrail acquired, directly or indirectly, by
Holdings for consideration consisting of cash in an amount not greater than
$33,000,000; and"
(i) The heading and text of Section 6.12 of the Credit Agreement are
amended to read as follows:
"OWNERSHIP OF CAYMEX, NAFTA RAIL, GRUPO PARENT AND GRUPO TFM. (a)
Prior to the completion of the Grupo TFM Acquisition, neither Holdings nor the
Borrower will, nor will they permit any Subsidiary to, permit (i) any Equity
Interest in Caymex to be owned by any Person other than the Borrower, (ii) any
Equity Interest in NAFTA Rail to be owned by any Person other than Caymex or
(iii) any Equity Interest in Grupo TFM, so long as it is owned directly or
indirectly by Holdings, to be owned by any Person other than NAFTA Rail.
(b) After the completion of the Grupo TFM Acquisition, neither
Holdings nor the Borrower will permit (i) any Equity Interest in Grupo Parent to
be owned by any Person other than Holdings or (ii) any Equity Interest in Grupo
TFM to be owned by any Person other than Grupo Parent or another Loan Party that
is a wholly owned subsidiary of Holdings (except that up to 25% of the Equity
Interests in Grupo TFM may be owned by TFM, S.A. de C.V., so long as Grupo TFM
owns at least 80% of the issued and outstanding Equity Interests in TFM, S.A. de
C.V.)."
(j) All references in Sections 6.13, 6.14 and 6.15 to "Holdings" are
replaced with references to "Holdings and the Borrower".
Section 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. Each of
Holdings and the Borrower hereby represents and warrants to and agrees with each
Lender and the Agent that:
(a) The representations and warranties set forth in Article III
of the Credit Agreement are true and correct in all material respects
with the same effect as if made on the Amendment Effective Date,
except to the extent such representations and warranties expressly
relate to an earlier date.
(b) Each of Holdings and the Borrower has the requisite power and
authority to execute, deliver and perform its obligations under this
Amendment and to perform its obligations under the Credit Agreement as
amended by this Amendment.
(c) The execution, delivery and performance by each of Holdings
and the Borrower of this Amendment and the performance by each of
Holdings and the Borrower of the Credit Agreement, as amended by this
Amendment, (i) have been duly authorized by all requisite action and
(ii) will not (A) violate (x) any provision of law, statute, rule or
regulation, or of the certificate or articles of incorporation or
other constitutive documents or by-laws of Holdings or the Borrower or
any Subsidiary, (y) any order of any Governmental Authority or (z) any
provision of any indenture, agreement or other instrument to which
Holdings or the Borrower or any Subsidiary is a party or by which any
of them or any of their property is or may be bound, (B) be in
conflict with, result in a breach of or constitute (alone or with
notice or lapse of time or both) a default under any such indenture,
agreement for borrowed money or other agreement or instrument or (C)
result in the creation or imposition of any Lien upon or with respect
to any property or assets now owned or hereafter acquired by Holdings
or the Borrower.
(d) This Amendment has been duly executed and delivered by
Holdings and the Borrower. Each of this Amendment and the Credit
Agreement, as amended by this Amendment, constitutes a legal, valid
and binding obligation of each of Holdings and the Borrower,
enforceable against Holdings and the Borrower in accordance with its
terms, except as enforceability may be limited by (i) any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and (ii)
general principles of equity.
(e) As of the Amendment Effective Date, no Event of Default or
Default has occurred and is continuing.
(f) At or prior to the completion of the Grupo TFM Acquisition,
Holdings and the Borrower will take and cause the Subsidiaries to take
all such actions as shall be required or reasonably requested by the
Agent to cause the Collateral and Guarantee Requirement to be
satisfied after giving effect to such transaction.
Section 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall be
effective as of April 28, 2003 upon the satisfaction in full of the following
conditions precedent (the "AMENDMENT EFFECTIVE DATE"):
(a) The Agent shall have received the Amendment Fee (as defined
below).
(b) The Agent shall have received duly executed counterparts
hereof which, when taken together, bear the authorized signatures of
Holdings, the Borrower, the Agent and the Required Lenders.
(c) All legal matters incidental to this Amendment shall be
satisfactory to the Required Lenders, the Agent and Cravath, Swaine &
Moore LLP, counsel for the Agent.
(d) The Agent shall have received such other documents,
instruments and certificates as it or its counsel shall reasonably
request.
Section 4. AMENDMENT FEE. Holdings and the Borrower agree, jointly and
severally, to pay to each Lender that executes and delivers a copy of this
Amendment to the Administrative Agent (or its counsel) at or prior to 5:00 p.m.,
New York City time, on April 28, 2003, an amendment fee (the "AMENDMENT FEE") in
an amount equal to 0.25% of the sum of such Lender's Revolving Commitment
(whether used or unused) and outstanding Term Loans, in each case as of the
Amendment Effective Date. The Amendment Fee shall be payable in immediately
available funds on the Amendment Effective Date. Once paid, the Amendment Fee
shall not be refundable.
Section 5. CREDIT AGREEMENT. Except as specifically stated herein, the
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof. As used therein, the terms "Agreement", "herein",
"hereunder", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Credit Agreement as modified hereby.
The representations, warranties and agreements set forth in Section 4 of this
Amendment shall be deemed for all purposes of the Credit Agreement to be
incorporated into Articles III and V, respectively, thereof.
SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 7. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, each of which shall be an original but all of which, when taken
together, shall constitute but one instrument. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy shall be effective
as delivery of a manually executed counterpart of this Amendment.
Section 8. EXPENSES. The Borrower agrees to reimburse the Agent for
its out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP,
counsel for the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date first
above written.
KANSAS CITY SOUTHERN,
by:
-----------------------------------------
Name:
Title:
THE KANSAS CITY SOUTHERN RAILWAY COMPANY,
by:
-----------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, individually
and as Administrative Agent, Issuing Bank
and Swingline Lender,
by:
-----------------------------------------
Name:
Title:
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
by:
-----------------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date first
above written.
KANSAS CITY SOUTHERN,
by:
/s/ Paul J. Weyandt
---------------------------------------
Name: Paul J. Weyandt
Title: Vice President and Treasurer
THE KANSAS CITY SOUTHERN RAILWAY COMPANY,
by:
/s/ Paul J. Weyandt
---------------------------------------
Name: Paul J. Weyandt
Title: Vice President and Treasurer
JPMORGAN CHASE BANK, individually
and as Administrative Agent, Issuing Bank
and Swingline Lender,
by:
-------------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date first
above written.
KANSAS CITY SOUTHERN,
by:
---------------------------------------
Name:
Title:
THE KANSAS CITY SOUTHERN RAILWAY COMPANY,
by:
---------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, individually
and as Administrative Agent, Issuing Bank
and Swingline Lender,
by:
/s/ Robert Anastaslo
-----------------------------------------
Name: Robert Anastaslo
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
The Bank of Nova Scotia
by:
/s/ V. H. Gibson
---------------------------------------
Name: V. Gibson
Title: Assistant Agent
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
MASTER SENIOR FLOATING RATE TRUST
By:
/s/ Joseph Matteo
--------------------------------------
Joseph Matteo
Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Longhorn CDO II, LTD.
By: Merrill Lynch Investment Managers, L.P.
an Investment Advisor
By:
/s/ Joseph Matteo
---------------------------------------
Joseph Matteo
Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Longhorn CDO (Cayman) LTD.
By: Merrill Lynch Investment Managers, L.P.
an Investment Advisor
by:
/s/ Joseph Matteo
--------------------------------------
Joseph Matteo
Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated, as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
by:
/s/ T. Rodney Sirmons
-------------------------------------
Name: T. Rodney Sirmons
Title: Manager-Operations
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated, as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
STEIN ROE FLOATING RATE
LIMITED LIABILITY COMPANY
By: Columbia Management Advisers, Inc
(f/k/a Stein Roe & Farnham Incorporated),
As Advisor
by:
/s/ Brian W. Good
-------------------------------------
Name: Brian W. Good
Title: Sr. Vice President &
Portfolio Manager
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated, as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
STEIN ROE FARNHAM CLO I LTD.
By: Columbia Management Advisers, Inc
(f/k/a Stein Roe & Farnham Incorporated),
As Portfolio Manager
by:
/s/ Brian W. Good
-------------------------------------
Name: Brian W. Good
Title: Sr. Vice President &
Portfolio Manager
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
by:
/s/ J. William Rhodes
--------------------------------------
Name: J. William Rhodes
Title: VP
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
K2H CNC LLC
by:
/s/ Dorian Herrera
-----------------------------------------
Name: Dorian Herrera
Title: Authorized Agent
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
K2H Cypress Tree-1 LLC
by:
/s/ Dorian Herrera
-----------------------------------------
Name: Dorian Herrera
Title: Authorized Agent
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
K2H ING-2 LLC
by:
/s/ Dorian Herrera
-----------------------------------------
Name: Dorian Herrera
Title: Authorized Agent
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
K2H Pondview LLC
by:
/s/ Dorian Herrera
-----------------------------------------
Name: Dorian Herrera
Title: Authorized Agent
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
K2H Soleil-2 LLC
by:
/s/ Dorian Herrera
----------------------------------------
Name: Dorian Herrera
Title: Authorized Agent
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
K2H Sterling LLC
by:
/s/ Dorian Herrera
-----------------------------------------
Name: Dorian Herrera
Title: Authorized Agent
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
K2H Waterside LLC
by:
/s/ Dorian Herrera
----------------------------------------
Name: Dorian Herrera
Title: Authorized Agent
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
SEQUILS-Glace Bay, Ltd.
By Royal Bank of Canada as Collateral Manager
by:
/s/ Melissa Marano
-----------------------------------------
Name: Melissa Marano
Title: Partner
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Bank One, NA
by:
/s/ Christopher C. Cavalani
-----------------------------------------
Name: Christopher C. Cavalani
Title: Director
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
UMB Bank, n.a.
by:
/s/ Terry Dierks
-----------------------------------------
Name: Terry Dierks
Title: Senior Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Monument Capital Ltd., as Assignee
By: Alliance Capital Management L.P., as
Investment Manager
By: Alliance Capital Management
Corporation, as General Partner
by:
/s/ Nantha K. Suppiah
-----------------------------------------
Name: Nantha K. Suppiah
Title: Assistant Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
The Bank of New York
by:
/s/ M. Scott Donaldson
-----------------------------------------
Name: M. Scott Donaldson
Title: Assistant Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.
By: HVB Credit Advisors LLC
by:
/s/ Irv Roa
----------------------------------------
Name: Irv Roa
Title: Director
/s/ Elizabeth Tallmadge
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
PROMETHEUS INVESTMENT FUNDING NO. 2 LTD.
By: HVB Credit Advisors LLC
by:
/s/ Irv Roa
-----------------------------------------
Name: Irv Roa
Title: Director
/s/ Elizabeth Tallmadge
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by:
/s/ Barbara Campbell
-----------------------------------------
Name: Barbara Campbell
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by:
/s/ Barbara Campbell
-----------------------------------------
Name: Barbara Campbell
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
OXFORD STRATEGIC INCOME FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by:
/s/ Barbara Campbell
-----------------------------------------
Name: Barbara Campbell
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
EATON VANCE CDO III, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by:
/s/ Barbara Campbell
-----------------------------------------
Name: Barbara Campbell
Title:
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
EATON VANCE CDO IV, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by:
/s/ Barbara Campbell
-----------------------------------------
Name: Barbara Campbell
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
CONSTANTINUS EATON VANCE CDO V, LTD
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by:
/s/ Barbara Campbell
-----------------------------------------
Name: Barbara Campbell
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
BIG SKY SENIOR LOAN FUND, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by:
/s/ Barbara Campbell
-----------------------------------------
Name: Barbara Campbell
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
by:
/s/ Barbara Campbell
-----------------------------------------
Name: Barbara Campbell
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
GRAYSON & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
by:
/s/ Barbara Campbell
-----------------------------------------
Name: Barbara Campbell
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Venture II CDO 2002, Limited
By its investment advisor, Barclays
Bank PLC, New York Branch
by:
/s/ Kenneth Ostmann
-----------------------------------------
Name: Kenneth Ostmann
Title: Director
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
SEQUILS - PILGRIM I, LTD
By: ING Investments, LLC
as its investment manager
by:
/s/ Brian S. Horton
-----------------------------------------
Name: Brian S. Horton
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD.
By: ING Investments, LLC
as its investment manager
by:
/s/ Brian S. Horton
-----------------------------------------
Name: Brian S. Horton
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
By: ING Investments, LLC
as its investment manager
by:
/s/ Brian S. Horton
-----------------------------------------
Name: Brian S. Horton
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Harris Trust and Savings Bank
by:
/s/ George M. Dluhy
-----------------------------------------
Name: George M. Dluhy
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
SIMSBURY CLO. LIMITED
By: David L. Babson & Company Inc.
under delegation authority
from Massachusetts Mutual Life Insurance Company
as Collateral Manager
by:
/s/ Russell D. Morrison
-----------------------------------------
Name: Russell D. Morrison
Title: Managing Director
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
MAPLEWOOD (CAYMAN) LIMITED
By: David L. Babson & Company Inc.
under delegation authority from Massachusetts
Mutual Life Insurance Company as Investment
Manager
by:
/s/ Russell D. Morrison
-----------------------------------------
Name: Russell D. Morrison
Title: Managing Director
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
SAAR HOLDINGS CDO, LIMITED
By: David L. Babson & Company
Inc. under delegated authority from
Massachusetts Mutual Life Insurance Company as
Collateral Manager
by:
/s/ Russell D. Morrison
-----------------------------------------
Name: Russell D. Morrison
Title: Managing Director
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: David L. Babson & Company Inc.
as Investment Adviser
by:
/s/ Russell D. Morrison
-----------------------------------------
Name: Russell D. Morrison
Title: Managing Director
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
ALLSTATE LIFE INSURANCE COMPANY
by:
/s/ Jerry D. Zinkula
-----------------------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
BY:
/s/ Carol L. Kiel
-----------------------------------------
Name: Carol L. Kiel
Title: Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
AIMCO CDO Series 2000-A
by:
/s/ Jerry D. Zinkula
-----------------------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
BY:
/s/ Carol L. Kiel
-----------------------------------------
Name: Carol L. Kiel
Title: Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
WINGED FOOT FUNDING TRUST
by:
/s/ Ann E. Morris
-----------------------------------------
Name: Ann E. Morris
Title: Authorized Agent
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Centurion CDO II, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
by:
/s/ Yvonne E. Stevens
-----------------------------------------
Name: Yvonne E. Stevens
Title: Senior Managing Director
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Sequils - Centurion V, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
by:
/s/ Yvonne E. Stevens
-----------------------------------------
Name: Yvonne E. Stevens
Title: Senior Managing Director
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Centurion CDO VI, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
by:
/s/ Yvonne E. Stevens
-----------------------------------------
Name: Yvonne E. Stevens
Title: Senior Managing Director
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
American Express Certificate Company
By: American Express Asset Management Group, Inc.
as Collateral Manager
by:
/s/ Yvonne E. Stevens
-----------------------------------------
Name: Yvonne E. Stevens
Title: Senior Managing Director
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
IDS Life Insurance Company
By: American Express Asset Management Group, Inc.
as Collateral Manager
by:
/s/ Yvonne E. Stevens
-----------------------------------------
Name: Yvonne E. Stevens
Title: Senior Managing Director
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
LaSalle Bank NA
by:
/s/ Robert W. Hart
-----------------------------------------
Name: Robert W. Hart
Title: First Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Fidelity Advisor Series II: Fidelity
Advisor Floating Rate High Income Fund
by:
/s/ Mark Osterheld
-----------------------------------------
Name: Mark Osterheld
Title: Assistant Treasurer
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manager
by:
/s/ David P. Meyer
-----------------------------------------
Name: David P. Meyer
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
U.S. Bank, National Association
by:
/s/ John P. Mills
-----------------------------------------
Name: John P. Mills
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent
by:
/s/ Gregory Stoeckle
-----------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
by:
/s/ Gregory Stoeckle
-----------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
AVOLON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
by:
/s/ Gregory Stoeckle
-----------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent (Financial)
by:
/s/ Gregory Stoeckle
-----------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
by:
/s/ Gregory Stoeckle
-----------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
As Investment Adviser
by:
/s/ Gregory Stoeckle
-----------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
INVESCO CBO 2000-1 LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
by:
/s/ Gregory Stoeckle
-----------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
by:
/s/ Gregory Stoeckle
-----------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
As Asset Manager
by:
/s/ Gregory Stoeckle
-----------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Galaxy CLO 1999-1, Ltd.
by:
/s/ W. Jeffrey Baxter
-----------------------------------------
Name: W. Jeffrey Baxter
Title: Authorized Agent
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
OLYMPIC FUNDING TRUST, SERIES 1999-1
by:
/s/ Diana M. Himes
-----------------------------------------
Name: Diana M. Himes
Title: Authorized Agent
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Franklin CLO II, Limited
by:
/s/ Richard D'Addario
-----------------------------------------
Name: Richard D'Addario
Title: Senior Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Franklin CLO I, Limited
by:
/s/ Richard D'Addario
----------------------------------------
Name: Richard D'Addario
Title: Senior Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Franklin CLO III, Limited
by:
/s/ Richard D'Addario
-----------------------------------------
Name: Richard D'Addario
Title: Senior Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Franklin CLO IV, Limited
by:
/s/ Richard D'Addario
-----------------------------------------
Name: Richard D'Addario
Title: Senior Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Franklin Floating Rate Master Series
by:
/s/ Richard D'Addario
-----------------------------------------
Name: Richard D'Addario
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
OCTAGON INVESTMENT PARTNERS IV, LTD.
By: Octagon Credit Investors, LLC
as collateral manager
by:
/s/ Michael B. Nechamkin
-----------------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
OCTAGON INVESTMENT PARTNERS V, LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager
by:
/s/ Michael B. Nechamkin
-----------------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager
by:
/s/ Michael B. Nechamkin
-----------------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC
as sub-investment manager
by:
/s/ Michael B. Nechamkin
------------------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
THE CITGROUP/EQUIPMENT FINANCING, INC.
by:
/s/ Katie J. Saunders
-----------------------------------------
Name: Katie J. Saunders
Title: Senior Credit Analyst
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
THE INTERNATIONAL COMMERCIAL
BANK OF CHINA, CHICAGO BRANCH
by:
/s/ Kwei-Lin Ho
-----------------------------------------
Name: Kewi-Lin Ho
Title: VP & General Manger
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
TORONTO DOMINION (NEW YORK), INC.
by:
/s/ Stacey Malek
-----------------------------------------
Name: Stacey Malek
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
JPMorgan Chase Bank
by:
/s/ Robert Anastasio
-----------------------------------------
Name: Robert Anastasio
Title: Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
PINEHURST TRADING, INC.
by:
/s/ Diana M. Himes
-----------------------------------------
Name: Diana M. Himes
Title: Assistant Vice President
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
by:
/s/ Jeffrey H. Fishman
-----------------------------------------
Name: Jeffrey H. Fishman
Title: VP, Credit Administration
Diamond Lease (U.S.A.), Inc.
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Institution:
Hytron Financial Corp.
by:
/s/ Anne E. Sullivan
-----------------------------------------
Name: Anne E. Sullivan
Title: Mgr., Credit & Operations
Signature Page to Second Amendment dated as of
April 28, 2003 to the to the Amended and Restated
Credit Agreement dated as of June 12, 2002 among
Kansas City Southern, The Kansas City Southern
Railway Company, the Lenders party thereto and
JPMorgan Chase Bank
Name of Lender:
The Siam Commercial Bank PCL, Singapore Branch
by:
/s/ Nattapong Samit-Ampaipisarn
-----------------------------------------
Name: Nattapong Samit-Ampaipisarn
Title: SVP & General Manager
by:
/s/ Ronald Tay
-----------------------------------------
Name: Ronald Tay
Title: Head of Corporate & Institutional
Banking