FIRST AMENDMENT dated as of April 3,
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 (a) The definition
of "Applicable Rate" is hereby amended by deleting the "and" at the end of the
proviso to clause (a) thereof and replacing it with the phrase "; provided
further that, notwithstanding clause (a)(i) above, during the period commencing
on and including April 4, 2003 and ending on and including the first business
day following the delivery to the Administrative Agent of the consolidated
financial statements for the quarter ending June 30, 2003, the Applicable Rate
for any day with respect to any Tranche B Term Loan shall be 2.25%; provided
further that in the event the Leverage Ratio exceeds 5.0 to 1.0, at any time
following the delivery of the financial statements for the quarter ending June
30, 2003, the Applicable Rate for any day with respect to any Tranche B Term
Loan shall be increased by 0.25% and".
(b) Section 6.13 of the Credit Agreement is hereby amended by deleting
the table set forth therein and substituting therefor the following:
Period Ratio
------ -----
January 1, 2003 to December 31, 2003 2.00 : 1.00
January 1, 2004 and thereafter 2.50 : 1.00
(c) Section 6.14 of the Credit Agreement is hereby amended by deleting
the table set forth therein and substituting therefor the following:
Period Ratio
------ -----
January 1, 2003 to December 31, 2003 5.75 : 1.00
January 1, 2004 to June 30, 2004 4.25 : 1.00
July 1, 2004 to December 31, 2004 4.00 : 1.00
January 1, 2005 and thereafter 3.75 : 1.00
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 the Borrower and Holdings 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.
Section 3. Conditions to Effectiveness. This Amendment shall be
effective as of March 31, 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 incident to this Amendment shall be
satisfactory to the Required Lenders, the Agent and Cravath,
Swaine & Moore, 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
12:00 p.m., New York City time, on April 3, 2003, an amendment fee (the
"Amendment Fee") in an amount equal to 0.15% 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.
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 outof-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath, Swaine & Moore, 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 First Amendment
dated as of April 3, 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:
Signature Page to First Amendment
dated as of April 3, 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 P. Kellas
---------------------------------------------
Name: Robert P. Kellas
Title: Vice President
Signature Page to First Amendment
dated as of April 3, 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 and General Manager
Signature Page to First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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:
Metropolitan Life Insurance Company
------------------------------------------------------
by
/s/ James R. Dingler
---------------------------------------------
Name: James R. Dingler
Title: Director
Signature Page to First Amendment
dated as of April 3, 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/ Haig C. Garabedian
---------------------------------------------
Name: Haig C. Garabedian
Title: Vice President
Signature Page to First Amendment
dated as of April 3, 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/ Mary Ann McCarthy
---------------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
Signature Page to First Amendment
dated as of April 3, 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
delegated authority from Massachusetts Mutual
Life Insurance Company as Collateral Manager
------------------------------------------------------
by
/s/ Mary Ann McCarthy
---------------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
Signature Page to First Amendment
dated as of April 3, 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
delegated authority from Massachusetts Mutual
Life Insurance Company as delegated authority
------------------------------------------------------
by
/s/ Mary Ann McCarthy
---------------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
Signature Page to First Amendment
dated as of April 3, 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/ Mary Ann McCarthy
--------------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
Signature Page to First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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:
UMB Bank, n.a.
-----------------------------------------------------
by
/s/ Terry Dierks
--------------------------------------------
Name: Terry Dierks
Title: Senior Vice President
Signature Page to First Amendment
dated as of April 3, 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 adviser, Barclays Bank PLC
New York Branch,
-----------------------------------------------------
by
/s/ Kenneth Ostmann
--------------------------------------------
Name: Kenneth Ostmann
Title: Director
Signature Page to First Amendment
dated as of April 3, 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:
DIAMOND LEASE U.S.A.
-----------------------------------------------------
by
/s/ Jeffrey H. Fishman
--------------------------------------------
Name: Jeffrey H. Fishman
Title: VP, Credit Administration
Diamond Lease (U.S.A.), Inc.
Signature Page to First Amendment
dated as of April 3, 2003 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:
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 Suppiah
--------------------------------------------
Name: Nantha Suppiah
Title: Assistant Vice President
New Alliance Global CDO, Limited
By: Alliance Capital Management, L.P.,
as Sub-advisor
By: Alliance Capital Management Corporation,
as General Partner
By:
/s/ Nantha Suppiah
--------------------------------------------
Name: Nantha Suppiah
Title: Assistant Vice President
Signature Page to First Amendment
dated as of April 3, 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. W. Rhodes
--------------------------------------------
Name: J. W. Rhodes
Title: VP & Mgr
Signature Page to First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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/ Leanne Stavrakis
--------------------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
Signature Page to First Amendment
dated as of April 3, 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/ Leanne Stavrakis
--------------------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
Signature Page to First Amendment
dated as of April 3, 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/ Leanne Stavrakis
--------------------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
Signature Page to First Amendment
dated as of April 3, 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:
WINGED FOOT FUNDING TRUST
-----------------------------------------------------
by
/s/ Diana M. Himes
--------------------------------------------
Name: Diana M. Himes
Title: Authorized Agent
Signature Page to First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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:
Fleet National Bank
-----------------------------------------------------
by
/s/ Paul G. Feloney, Jr.
--------------------------------------------
Name: Paul G. Feloney, Jr.
Title: Managing Director
Signature Page to First Amendment
dated as of April 3, 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/ John-Paul Marotta
--------------------------------------------
Name: John-Paul Marotta
Title: Vice President
Signature Page to First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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. Cavaiani
--------------------------------------------
Name: Christopher C. Cavaiani
Title: Director
Signature Page to First Amendment
dated as of April 3, 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/ Payson F. Swaffield
--------------------------------------------
Name: Payson F. Swaffield
Title: Vice President
Signature Page to First Amendment
dated as of April 3, 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/ Payson F. Swaffield
--------------------------------------------
Name: Payson F. Swaffield
Title: Vice President
Signature Page to First Amendment
dated as of April 3, 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/ Payson F. Swaffield
--------------------------------------------
Name: Payson F. Swaffield
Title: Vice President
Signature Page to First Amendment
dated as of April 3, 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/ PAYSON F. SWAFFIELD
---------------------------------------------
Name: PAYSON F. SWAFFIELD
Title: VICE PRESIDENT
Signature Page to First Amendment
dated as of April 3, 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/ PAYSON F. SWAFFIELD
-------------------------------------------
Name: PAYSON F. SWAFFIELD
Title: VICE PRESIDENT
Signature Page to First Amendment
dated as of April 3, 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/ PAYSON F. SWAFFIELD
-----------------------------------------
Name: PAYSON F. SWAFFIELD
Title: VICE PRESIDENT
Signature Page to First Amendment
dated as of April 3, 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/ PAYSON F. SWAFFIELD
-----------------------------------------
Name: PAYSON F. SWAFFIELD
Title: VICE PRESIDENT
Signature Page to First Amendment
dated as of April 3, 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/ PAYSON F. SWAFFIELD
-----------------------------------------
Name: PAYSON F. SWAFFIELD
Title: VICE PRESIDENT
Signature Page to First Amendment
dated as of April 3, 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/ PAYSON F. SWAFFIELD
-----------------------------------------
Name: PAYSON F. SWAFFIELD
Title: VICE PRESIDENT
Signature Page to First Amendment
dated as of April 3, 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 NATIONAL ASSOCIATION
--------------------------------------------------
by
/s/ Robert W. Hart
-----------------------------------------
Name: Robert W. Hart
Title: First Vice President
Signature Page to First Amendment
dated as of April 3, 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 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
Signature Page to First Amendment
dated as of April 3, 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/ M.D. Smith
-----------------------------------------
Name: M.D. Smith
Title: Agent Operations
Signature Page to First Amendment
dated as of April 3, 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:
Mizuho Corp. Bank, Ltd.
-------------------------------------------------
by
/s/ Robert Gallagher
----------------------------------------
Name: Robert Gallagher
Title: VP
Signature Page to First Amendment
dated as of April 3, 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
by
/s/ Elizabeth Tallmadge
----------------------------------------
Name: Elizabeth Tallmadge
Title: Managing Director
Chief Investment Officer
Signature Page to First Amendment
dated as of April 3, 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
by
/s/ Elizabeth Tallmadge
----------------------------------------
Name: Elizabeth Tallmadge
Title: Managing Director
Chief Investment Officer
Signature Page to First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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/ Chris Goergen
----------------------------------------
Name: Chris Goergen
Title:
by
/s/ Patricia W. Wilson
----------------------------------------
Name: Patricia W. Wilson
Signature Page to First Amendment
dated as of April 3, 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/ Chris Goergen
----------------------------------------
Name: Chris Goergen
Title:
by
/s/ Patricia W. Wilson
----------------------------------------
Name: Patricia W. Wilson
Signature Page to First Amendment
dated as of April 3, 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
Longhorn CDO (Cayman) LTD
By: Merrill Lunch Investment Mangers, L.P.,
As Investment Advisor, as a Lender
by
/s/ Matt Wallack
----------------------------------------
Name: Matt Wallack
Title: Authorized Signatory
Longhorn CDO II, LTD
By: Merrill Lunch Investment Mangers, L.P.,
As Investment Advisor, as a Lender
by
/s/ Matt Wallack
----------------------------------------
Name: Matt Wallack
Title: Authorized Signatory
Master Senior Floating Rate Trust, as a Lender
by
/s/ Matt Wallack
---------------------------------------
Name: Matt Wallack
Title: Authorized Signatory
Signature Page to First Amendment
dated as of April 3, 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:
TEXTRON FINANCIAL CORP.
------------------------------------------------
by
/s/ Anne E. Sullivan
---------------------------------------
Name: Anne E. Sullivan
Title: Mgr., Credit &
Operations
Signature Page to First Amendment
dated as of April 3, 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 First Amendment
dated as of April 3, 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 CIT Group Equipment Financing, Inc.
------------------------------------------------
by
/s/ Katie J. Saunders
---------------------------------------
Name: Katie J. Saunders
Title: Senior Credit Analyst
Signature Page to First Amendment
dated as of April 3, 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:
GE STRUCTURED FINANCE
by
/s/ Michael Mahoney
---------------------------------------
Name: Michael Mahoney
Title: Vice President
Signature Page to First Amendment
dated as of April 3, 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/ Kathleen A. Zarn
---------------------------------------
Name: Kathleen A. Zarn
Title: Senior Vice President
Signature Page to First Amendment
dated as of April 3, 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:
AURUM CLO 2002-1 LTD.
------------------------------------------------
By: Columbia Management Advisers, Inc.
(f/k/a Stein Roe & Farnham Incorporated),
As Investment Manager
by
/s/ Kathleen A. Zarn
---------------------------------------
Name: Kathleen A. Zarn
Title: Senior Vice President
Signature Page to First Amendment
dated as of April 3, 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:
KZH CNC LLC
------------------------------------------------
by
/s/ Susan Lee
---------------------------------------
Name: Susan Lee
Title: Authorized Agent
Signature Page to First Amendment
dated as of April 3, 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:
KZH ING-2 LLC
------------------------------------------------
by
/s/ Susan Lee
---------------------------------------
Name: Susan Lee
Title: Authorized Agent
Signature Page to First Amendment
dated as of April 3, 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:
KZH PONDVIEW LLC
------------------------------------------------
by
/s/ Susan Lee
---------------------------------------
Name: Susan Lee
Title: Authorized Agent
Signature Page to First Amendment
dated as of April 3, 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:
KZH SOLEIL-2 LLC
------------------------------------------------
by
/s/ Susan Lee
---------------------------------------
Name: Susan Lee
Title: Authorized Agent
Signature Page to First Amendment
dated as of April 3, 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:
KZH STERLING LLC
------------------------------------------------
by
/s/ Susan Lee
---------------------------------------
Name: Susan Lee
Title: Authorized Agent
Signature Page to First Amendment
dated as of April 3, 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:
KZH WATERSIDE LLC
------------------------------------------------
by
/s/ Susan Lee
---------------------------------------
Name: Susan Lee
Title: Authorized Agent
Signature Page to First Amendment
dated as of April 3, 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
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 First Amendment
dated as of April 3, 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
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 First Amendment
dated as of April 3, 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
AVALON 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 First Amendment
dated as of April 3, 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
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 First Amendment
dated as of April 3, 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
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 First Amendment
dated as of April 3, 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
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
as Investment Advisor
by
/s/ Gregory Stoeckle
---------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
Signature Page to First Amendment
dated as of April 3, 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
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 First Amendment
dated as of April 3, 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
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 First Amendment
dated as of April 3, 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
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
As Asset Manager
by
/s/ Gregory Stoeckle
---------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory