Exhibit 4.1












                    THE KANSAS CITY SOUTHERN RAILWAY COMPANY

                           8.0% Senior Notes due 2015





                             UNDERWRITING AGREEMENT





























May 27, 2008







                                                                    May 27, 2008

To the Managers named in Schedule I hereto
for the Underwriters named in Schedule II hereto

Ladies and Gentlemen:

     The Kansas City  Southern  Railway  Company , a Missouri  corporation  (the
"Company")  and wholly  owned  subsidiary  of Kansas City  Southern,  a Delaware
corporation  (the  "Parent"),   proposes  to  issue  and  sell  to  the  several
underwriters named in Schedule II hereto (the "Underwriters"),  for whom you are
acting as managers (the "Managers"), the principal amount of its debt securities
identified  in  Schedule I hereto  (the  "Securities"),  to be issued  under the
indenture  specified in Schedule I hereto (the  "Indenture")  among the Company,
the  Parent,   the  entities   named  in  Schedule  III  hereto  as   guarantors
(collectively,  and together with the Parent,  the "Guarantors") and the Trustee
identified in Schedule I hereto (the "Trustee").  If the firm or firms listed in
Schedule II hereto include only the Managers  listed in Schedule I hereto,  then
the terms  "Underwriters"  and "Managers" as used herein shall each be deemed to
refer to such firm or firms.

     The Parent has filed  with the  Securities  and  Exchange  Commission  (the
"Commission") a registration statement, including a prospectus, (the file number
of which is set forth in Schedule I hereto) on Form S-3,  relating to securities
(the "Shelf  Securities"),  including the Securities,  to be issued from time to
time by the Parent or the Company. The registration  statement as amended to the
date of this Agreement,  including the information (if any) deemed to be part of
the registration statement at the time of effectiveness pursuant to Rule 430A or
Rule 430B under the Securities Act of 1933, as amended (the  "Securities  Act"),
is  hereinafter  referred to as the  "Registration  Statement,"  and the related
prospectus  covering the Shelf  Securities  dated May 23, 2008 in the form first
used to confirm sales of the  Securities (or in the form first made available to
the Underwriters by the Company to meet requests of purchasers  pursuant to Rule
173  under  the  Securities  Act)  is  hereinafter  referred  to as  the  "Basic
Prospectus." The Basic Prospectus,  as supplemented by the prospectus supplement
specifically  relating to the Securities in the form first used to confirm sales
of the Securities (or in the form first made  available to the  Underwriters  by
the  Company  to meet  requests  of  purchasers  pursuant  to Rule 173 under the
Securities  Act) is hereinafter  referred to as the  "Prospectus,"  and the term
"preliminary  prospectus"  means any  preliminary  form of the  Prospectus.  For
purposes of this Agreement,  "free writing prospectus" has the meaning set forth
in Rule 405  under  the  Securities  Act,  "Time of Sale  Prospectus"  means the
preliminary prospectus together with the free writing prospectuses, if any, each
identified in Schedule I hereto, and "broadly available road show" means a "bona
fide electronic road show" as defined in Rule 433(h)(5) under the Securities Act
that has been made available without  restriction to any person. As used herein,
the






terms "Registration  Statement," "Basic Prospectus,"  "preliminary  prospectus,"
"Time of Sale Prospectus" and "Prospectus" shall include the documents,  if any,
incorporated by reference  therein.  The terms  "supplement,"  "amendment,"  and
"amend" as used herein with  respect to the  Registration  Statement,  the Basic
Prospectus,  the Time of Sale  Prospectus,  any  preliminary  prospectus or free
writing  prospectus  shall  include all  documents  subsequently  filed by or on
behalf  of the  Parent  or the  Company  with  the  Commission  pursuant  to the
Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  that are
deemed to be incorporated by reference therein.

     1.  Representations and Warranties.  Each of the Company and the Guarantors
represents and warrants to and agrees with each of the Underwriters  that, as of
the date hereof and as of the Closing Date (as defined in Section 4):

     (a) The Registration Statement is an automatic shelf registration statement
as defined in Rule 405 under the  Securities  Act and the Parent is a well-known
seasoned  issuer (as defined in Rule 405 under the  Securities  Act) eligible to
use the Registration  Statement as an automatic shelf registration statement and
neither the Company nor the Guarantors  has received  notice that the Commission
objects  to  the  use  of  the  Registration  Statement  as an  automatic  shelf
registration  statement.  No stop  order  suspending  the  effectiveness  of the
Registration  Statement is in effect,  and no  proceedings  for such purpose are
pending before or threatened by the Commission.

     (b) (i)  Each  document,  if any,  filed  or to be  filed  pursuant  to the
Exchange Act and incorporated by reference in the Time of Sale Prospectus or the
Prospectus  complied or will comply when so filed in all material  respects with
the Exchange Act and the  applicable  rules and  regulations  of the  Commission
thereunder,  (ii) each part of the Registration Statement, when such part became
effective,  did not contain, and each such part, as amended or supplemented,  if
applicable,  will not contain any untrue statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein not misleading,  (iii) the Registration  Statement as of the
date hereof does not contain any untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein not  misleading,  (iv) the  Registration  Statement  and the
Prospectus comply, and as amended or supplemented, if applicable, will comply in
all material  respects  with the  Securities  Act and the  applicable  rules and
regulations of the Commission  thereunder,  (v) the Time of Sale Prospectus does
not,  and at the time of each  sale of the  Securities  in  connection  with the
offering when the Prospectus is not yet available to prospective  purchasers and
at  the  Closing  Date,  the  Time  of  Sale  Prospectus,  as  then  amended  or
supplemented  by the  Company,  if  applicable,  will not,  contain  any  untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements  therein, in the light of the circumstances under which they were
made,  not  misleading,  (vi) each broadly  available  road show,  if


                                       2




any, when considered together with the Time of Sale Prospectus, does not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made, not  misleading  and (vii) the  Prospectus  does not
contain and, as amended or  supplemented,  if  applicable,  will not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the statements  therein,  in the light of the circumstances  under which
they were made, not misleading,  except that the  representations and warranties
set forth in this  paragraph do not apply to (A)  statements or omissions in the
Registration Statement, the Time of Sale Prospectus or the Prospectus based upon
information  relating to any Underwriter  furnished to the Company in writing by
such Underwriter through the Managers expressly for use therein or (B) that part
of the  Registration  Statement  that  constitutes  the Statement of Eligibility
(Form  T-1)  under the Trust  Indenture  Act of 1939,  as  amended  (the  "Trust
Indenture Act"), of the Trustee.

     (c) The  Company  is not an  "ineligible  issuer"  in  connection  with the
offering  pursuant to Rules 164, 405 and 433 under the Securities  Act. Any free
writing  prospectus that the Company is required to file pursuant to Rule 433(d)
under the  Securities  Act has been,  or will be, filed with the  Commission  in
accordance with the  requirements of the Securities Act and the applicable rules
and regulations of the Commission thereunder.  Each free writing prospectus that
the Company has filed, or is required to file, pursuant to Rule 433(d) under the
Securities  Act or that was  prepared  by or behalf of or used or referred to by
the  Company  complies  or  will  comply  in  all  material  respects  with  the
requirements  of the Securities Act and the applicable  rules and regulations of
the Commission  thereunder.  Except for the free writing  prospectuses,  if any,
identified  in  Schedule I hereto,  and  electronic  road  shows,  if any,  each
furnished  to you before  first  use,  the  Company  has not  prepared,  used or
referred to, and will not,  without your prior consent,  not to be  unreasonably
withheld, prepare, use or refer to, any free writing prospectus.

     (d) Each of the  Parent  and the  Company  has been duly  incorporated,  is
validly  existing  as a  corporation  in good  standing  under  the  laws of the
jurisdiction of its incorporation, has the corporate power and authority to own,
lease and operate its  property  and to conduct its business as described in the
Time of Sale  Prospectus  and is duly  qualified to transact  business and is in
good standing in each  jurisdiction  in which the conduct of its business or its
ownership  or leasing of property  requires  such  qualification,  except to the
extent that the failure to be so qualified or be in good standing would not have
a material  adverse effect on the Company,  the Guarantors and their  respective
subsidiaries, taken as a whole.

     (e) Each  subsidiary  of the  Company  and the  Guarantors  has  been  duly
organized,  is validly existing and in good standing (to the extent  applicable)
under


                                       3




the laws of the jurisdiction of its organization, has the power and authority to
own,  lease and operate its property and to conduct its business as described in
the Time of Sale Prospectus and is duly qualified to transact business and is in
good  standing  (to the extent  applicable)  in each  jurisdiction  in which the
conduct of its business or its  ownership or leasing of property  requires  such
qualification, except to the extent that the failure to be so qualified or be in
good  standing  (to the extent  applicable)  would not have a  material  adverse
effect on the Company, the Guarantors and their respective  subsidiaries,  taken
as a  whole;  all of the  issued  shares  of  capital  stock  of each  corporate
subsidiary  of the  Company  and  the  Guarantors  held by the  Company  or such
Guarantors, as applicable, have been duly and validly authorized and issued, are
fully  paid and  non-assessable  and are owned  directly  or  indirectly  by the
Company or Guarantor, as applicable,  free and clear of all liens, encumbrances,
equities or claims.

     (f) This Agreement has been duly authorized,  executed and delivered by the
Company.

     (g) The authorized capital stock and capitalization of the Company conforms
as to legal  matters to the  description  thereof  contained in the Time of Sale
Prospectus.

     (h) The Indenture has been duly qualified under the Trust Indenture Act and
has been duly  authorized by the Company and each  Guarantor  and, when executed
and delivered by the Company,  the Guarantors  and the Trustee,  will be a valid
and  binding  obligation  of the  Company  and the  Guarantors,  enforceable  in
accordance  with its terms,  subject to applicable  bankruptcy,  insolvency  and
similar laws affecting  creditors' rights generally and equitable  principles of
general applicability.

     (i) The  Securities  have been  duly  authorized  and,  when  executed  and
authenticated  in accordance  with the provisions of the Indenture and delivered
to and  paid  for by the  Underwriters  in  accordance  with  the  terms of this
Agreement,  will  be  valid  and  binding  obligations  of the  Company  and the
Guarantors,  enforceable in accordance  with their terms,  subject to applicable
bankruptcy,  insolvency and similar laws affecting  creditors'  rights generally
and equitable principles of general  applicability,  and will be entitled to the
benefits of the Indenture.

     (j) The  execution and delivery by the Company and the  Guarantors  of, and
the  performance  by  the  Company  and  the  Guarantors  of  their   respective
obligations  under,  this Agreement,  the Indenture and the Securities,  and the
consummation of the transactions  contemplated therein have been duly authorized
by the Company and the Guarantors; the Company and the Guarantors have all power
and authority to execute, deliver and perform their respective obligations under
this Agreement,  the Indenture and the Securities;  and the execution,


                                       4




delivery and  performance by the Company and the Guarantors of their  respective
obligations under this Agreement,  the Indenture and the Securities will not (i)
contravene any provision of applicable law or the  certificate of  incorporation
or by-laws of the Company or the Guarantors or any agreement or other instrument
binding upon the Company or the Guarantors or any of their subsidiaries that are
material to the  Company,  the  Guarantors  and their  subsidiaries,  taken as a
whole, (ii) result in an event or condition which gives the holder of any notes,
debenture,  or other  evidence  of  indebtedness  (or any person  acting on such
holder's behalf) the right to require the repurchase, redemption or repayment of
all or a portion of such  indebtedness by the Company,  the Guarantors or any of
their  subsidiaries,  or (iii) contravene,  conflict with or constitute a breach
of, or default under any  judgment,  order or decree of any  governmental  body,
agency or court having  jurisdiction over the Company,  the Guarantors or any of
their  subsidiaries and their respective  operations,  except to the extent that
such contravention, violation, breach or default described in items (i) or (iii)
above would not have a material  adverse  effect on the Company,  the Guarantors
and their subsidiaries, taken as a whole.

     (k) No consent, approval, authorization or order of, or qualification with,
any  governmental  body or agency is required for the performance by the Company
or the Guarantors of their  respective  obligations  under this  Agreement,  the
Indenture or the Securities, except such as may be required by the securities or
Blue Sky laws of the various states in connection with the offer and sale of the
Securities.

     (l) The Company, the Guarantors and each of their subsidiaries own, possess
or has obtained all licenses, permits, certificates, consents, orders, approvals
and other  authorizations  from, and has made all declarations and filings with,
all federal, state, local and other governmental  authorities (including foreign
regulatory agencies), all self-regulatory organizations and all courts and other
tribunals,  domestic or foreign,  necessary to own or lease, as the case may be,
and to operate their  properties  and to carry on their business as conducted as
of the date hereof and as  described in the Time of Sale  Prospectus,  except to
the extent that the failure to own,  possess or obtain such  licenses,  permits,
certificates,  consents,  orders,  approvals and other  authorizations would not
have a  material  adverse  effect  on the  Company,  the  Guarantors  and  their
subsidiaries,  taken as a whole; and neither the Company, the Guarantors nor any
of their  subsidiaries  has  received any notice of any  proceeding  relating to
revocation or modification of any such license,  permit,  certificate,  consent,
order, approval or other authorization.

     (m) The historical audited  consolidated  financial statements and notes of
the Parent  included or incorporated by reference in the Time of Sale Prospectus
(i) have been prepared in accordance  with U.S.  generally  accepted  accounting
principles  ("U.S.  GAAP"),  (ii) present  fairly in all  material  respects the
financial


                                       5




condition,  results of operations and cash flows of the Company,  the Guarantors
and each of their  subsidiaries taken as a whole, and (iii) comply as to form in
all  material  respects  with  the  applicable  accounting  requirements  of the
Securities Act. No other financial statements are required to be included in the
Time of Sale Prospectus.

     (n) The Company,  the Guarantors and each of their subsidiaries  maintain a
system  of  internal   accounting  controls  sufficient  to  provide  reasonable
assurance that (i)  transactions  are executed in accordance  with  management's
general or  specific  authorizations;  (ii) all  transactions  are  recorded  as
necessary to permit  preparation  of financial  statements  in U.S.  GAAP and to
maintain  asset  accountability;  (iii)  access to assets is  permitted  only in
accordance with  management's  general or specific  authorization;  and (iv) the
recorded  accountability  for assets is  compared  with the  existing  assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.

     (o) The Company,  the Guarantors and each of their  subsidiaries  has filed
all tax returns (foreign, national, local or other) required to be filed and has
paid all taxes  required  to be paid by them and any other  assessment,  fine or
penalty  levied against them, to the extent that any of the foregoing is due and
payable, except for any such assessment, fine or penalty that is currently being
contested in good faith.

     (p) There has not occurred any material adverse change, or to the Company's
knowledge,  any development  involving a prospective material adverse change, in
the  condition,  financial  or  otherwise,  or  in  the  earnings,  business  or
operations of the Company,  the  Guarantors and their  subsidiaries,  taken as a
whole, from that set forth in the Time of Sale Prospectus.

     (q)  There  are no legal or  governmental  proceedings  pending  or, to the
Company's  knowledge,  threatened to which the Company, the Guarantors or any of
their  subsidiaries is a party or to which any of the properties of the Company,
the  Guarantors  or  any  of  their  subsidiaries  is  subject  (i)  other  than
proceedings that are accurately  described in all material  respects in the Time
of Sale Prospectus and proceedings that would not have a material adverse effect
on the Company,  the Guarantors and their subsidiaries,  taken as a whole, or on
the  power  or  ability  of the  Company  or the  Guarantors  to  perform  their
obligations  under  this  Agreement,  the  Indenture  or  the  Securities  or to
consummate the transactions  contemplated by the Time of Sale Prospectus or (ii)
that  are  required  to be  described  in  the  Registration  Statement  or  the
Prospectus  and are not so  described;  and there are no statutes,  regulations,
contracts  or  other  documents  that  are  required  to  be  described  in  the
Registration  Statement  or the  Prospectus  or to be filed as  exhibits  to the
Registration Statement that are not described or filed as required.


                                       6




     (r) Each preliminary prospectus filed as part of the Registration Statement
as originally  filed or as part of any amendment  thereto,  or filed pursuant to
Rule 424  under  the  Securities  Act,  complied  when so filed in all  material
respects with the Securities Act and the applicable rules and regulations of the
Commission thereunder.

     (s) None of the  Company  or any of the  Guarantors  is,  and after  giving
effect to the offering and sale of the  Securities  and the  application  of the
proceeds  thereof as described in the  Prospectus  none of the Company or any of
the Guarantors will be, required to register as an "investment  company" as such
term is defined in the Investment Company Act of 1940, as amended.

     (t)  The  Company,  the  Guarantors  and  their  subsidiaries  (i)  are  in
compliance with any and all applicable  foreign,  federal,  state and local laws
and  regulations  relating to the  protection  of human  health and safety,  the
environment  or  hazardous  or  toxic   substances  or  wastes,   pollutants  or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or
other approvals required of them under applicable  Environmental Laws to conduct
their  respective  businesses  and  (iii) are in  compliance  with all terms and
conditions of any such permit, license or approval,  except, in each case, where
such noncompliance with Environmental Laws, failure to receive required permits,
licenses or other  approvals or failure to comply with the terms and  conditions
of such permits,  licenses or approvals  would not,  singly or in the aggregate,
have a  material  adverse  effect  on the  Company,  the  Guarantors  and  their
subsidiaries, taken as a whole.

     (u) There are no costs or liabilities  associated with  Environmental  Laws
(including,  without limitation,  any capital or operating expenditures required
for clean-up, closure of properties or compliance with Environmental Laws or any
permit, license or approval, any related constraints on operating activities and
any  potential  liabilities  to third  parties)  which  would,  singly or in the
aggregate,  have a material  adverse  effect on the Company,  the Guarantors and
their subsidiaries, taken as a whole.

     (v) No material labor problem or dispute with the employees of the Company,
the Guarantors or any of their  subsidiaries  exists or, to the knowledge of the
Company,  the Guarantors or any of their subsidiaries,  is threatened or, to the
knowledge of the Company or the Guarantors, is imminent, and to the knowledge of
the Company,  the Guarantors and any of their affiliates there is no existing or
imminent labor disturbance by the employees of any of their respective principal
suppliers, contractors or customers.

     (w) The Company,  the Guarantors and each of their  subsidiaries is insured
by insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary  for  companies  engaged in the
same


                                       7



or similar businesses; all such policies covering any of their business, assets,
employees, officers and directors are in full force and effect; the Company, the
Guarantors  and each of their  subsidiaries  is in compliance  with the terms of
such policies and instruments in all material respects,  and there are no claims
by the  Company,  the  Guarantors  or any of their  subsidiaries  under any such
policy or instrument as to which any insurance  company is denying  liability of
defending  under a reservation  of rights clause;  and neither the Company,  the
Guarantors nor any of their  subsidiaries has any reason to believe that it will
not be able to renew its existing  insurance  coverage as and when such coverage
expires or to obtain similar  coverage from similar insurers as may be necessary
to continue in their businesses.

     (x) No relationship,  direct or indirect,  exists between the Company,  the
Guarantors  or any of their  subsidiaries  on the one hand,  and the  directors,
officers, stockholders, customers or suppliers of the Company, the Guarantors or
any of their subsidiaries on the other hand, which is required by the Securities
Act to be described in the Time of Sale Prospectus which is not so described.

     (y) Neither the Company,  the Guarantors nor any of their  subsidiaries  or
affiliates, nor any director, officer, or employee, nor, to the knowledge of the
Company or the  Guarantors,  any agent or  representative  of the  Company,  the
Guarantors or of any of their subsidiaries or affiliates, has taken or will take
any action in furtherance of an offer, payment, promise to pay, or authorization
or approval of the payment or giving of money, property,  gifts or anything else
of value,  directly or indirectly,  to any "government  official" (including any
officer or employee of a government or  government-owned or controlled entity or
of a public  international  organization,  or any person  acting in an  official
capacity for or on behalf of any of the  foregoing,  or any  political  party or
party official or candidate for political  office) to influence  official action
or secure an improper  advantage;  and the  Company,  the  Guarantors  and their
subsidiaries  and affiliates have conducted their  businesses in compliance with
applicable  anti-corruption  laws  and have  instituted  and  maintain  and will
continue to maintain  policies  and  procedures  designed to promote and achieve
compliance  with such laws and with the  representation  and warranty  contained
herein.

     (z) The  operations  of the  Company,  the  Guarantors  and their  domestic
subsidiaries  are and have been  conducted  at all times in material  compliance
with  all  applicable  financial   recordkeeping  and  reporting   requirements,
including  those of the Bank Secrecy Act, as amended by Title III of the Uniting
and Strengthening  America by Providing  Appropriate Tools Required to Intercept
and  Obstruct  Terrorism  Act of 2001  (USA  PATRIOT  Act),  and the  applicable
anti-money   laundering  statutes  of  jurisdictions  where  the  Company,   the
Guarantors and their  subsidiaries  conduct business,  the rules and regulations
thereunder and any related or similar rules, regulations or guidelines,  issued,
administered  or  enforced  by  any  governmental  agency   (collectively,   the
"Anti-Money


                                       8




Laundering Laws"),  and no action,  suit or proceeding by or before any court or
governmental agency,  authority or body or any arbitrator involving the Company,
the  Guarantors  or any of their  subsidiaries  with  respect to the  Anti-Money
Laundering  Laws is  pending  or, to the best  knowledge  of the  Company or the
Guarantors, threatened.

     (aa) (i) The Parent  represents  that  neither  it nor any of its  domestic
subsidiaries  (collectively,  the  "Entity") or, to the knowledge of the Entity,
any director,  officer,  employee,  agent,  affiliate or  representative  of the
Entity, is an individual or entity ("Person") that is, or is owned or controlled
by a Person that is:

               (A) the subject of any sanctions  administered or enforced by the
          U.S.  Department  of  Treasury's  Office  of  Foreign  Assets  Control
          ("OFAC")  or  other  relevant   sanctions   authority   (collectively,
          "Sanctions"), nor

               (B) located, organized or resident in a country or territory that
          is  the  subject  of   Sanctions   (including,   without   limitation,
          Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria).

          (ii) The Entity represents and covenants that it will not, directly or
     indirectly,  use the  proceeds  of the  offering,  or lend,  contribute  or
     otherwise  make available  such proceeds to any  subsidiary,  joint venture
     partner or other Person:

               (A) to fund or facilitate  any  activities or business of or with
          any Person or in any country or  territory  that,  at the time of such
          funding or facilitation, is the subject of Sanctions; or

               (B) in any other  manner  that  will  result  in a  violation  of
          Sanctions by any Person  (including  any Person  participating  in the
          offering, whether as underwriter, advisor, investor or otherwise).

          (iii) The Entity  represents  and covenants  that it has not knowingly
     engaged in, and will not engage in, any dealings or  transactions  with any
     Person, or in any country or territory,  that at the time of the dealing or
     transaction is or was the subject of Sanctions.

     (bb) The Parent is  subject  to and is  reporting  in  accordance  with the
requirements  of Section 13 or Section 15(d) of the  Securities  Exchange Act of
1934, as amended (the "Exchange Act") and all documents incorporated in the Time
of  Sale  Prospectus  comply  in all  material  respects  as to  form  with  the
applicable requirements of the Exchange Act.


                                       9




     (cc) The  statements  in the Time of Sale  Prospectus  under  the  headings
"Capitalization,"  "Description of the Notes" and "Certain United States Federal
Income Tax Considerations" fairly summarize the matters described therein.

     (dd)  There is and has been no failure on the part of the Parent and to the
best of the Parent's knowledge, after due inquiry, any of the Parent's directors
or officers,  in their  capacities  as such, to comply with any provision of the
Sarbanes-Oxley  Act of  2002  and  the  rules  and  regulations  promulgated  in
connection  therewith (the  "Sarbanes-Oxley  Act") applicable to the Parent, the
Company or the Guarantors as of the date hereof.

     2.  Agreements to Sell and Purchase.  The Company  hereby agrees to sell to
the  several  Underwriters,   and  each  Underwriter,  upon  the  basis  of  the
representations  and warranties herein contained,  but subject to the conditions
hereinafter  stated,  agrees,  severally  and not jointly,  to purchase from the
Company the respective  principal amounts of Securities set forth in Schedule II
hereto opposite its name at the purchase price set forth in Schedule I hereto.

     The  Company  hereby  agrees  that,  without  the  written  consent  of the
Managers,  it will not,  during  the  period  beginning  on the date  hereof and
continuing to and including the Closing Date (as defined  below),  offer,  sell,
contract to sell or otherwise  dispose of any debt of the Company or warrants to
purchase debt of the Company substantially similar to the Securities (other than
(a) the sale of the  Securities  under this  Agreement and (b) the repurchase of
the Company's 9 1/2% Senior Notes due 2008).

     3. Public  Offering.  The  Company is advised by you that the  Underwriters
propose to make a public offering of their respective portions of the Securities
as soon  after  the  Registration  Statement  and  this  Agreement  have  become
effective as in your  judgment is advisable.  The Company is further  advised by
you that the Securities are to be offered to the public upon the terms set forth
in the Time of Sale Prospectus.

     4. Payment and Delivery.  Payment for the  Securities  shall be made to the
Company in Federal or other funds immediately  available in New York City on the
closing  date and time set forth in Schedule I hereto,  or at such other time on
the same or such other date, not later than the fifth  business day  thereafter,
as may be  designated  in writing by you.  The time and date of such payment are
hereinafter referred to as the "Closing Date."

     Payment for the  Securities  shall be made  against  delivery to you on the
Closing  Date for the  respective  accounts of the several  Underwriters  of the
Securities  registered  in such  names  and in such  denominations  as you shall
request in writing  not later than one full  business  day prior to the  Closing
Date,


                                       10




with  any  transfer  taxes  payable  in  connection  with  the  transfer  of the
Securities to the Underwriters duly paid.

     5. Conditions to the Underwriters' Obligations.  The several obligations of
the Underwriters are subject to the following conditions:

     (a)  Subsequent to the  execution and delivery of this  Agreement and on or
prior to the Closing Date:

          (i)  there  shall not have  occurred  any  downgrading,  nor shall any
     notice have been given of any intended or potential  downgrading  or of any
     review for a possible  change that does not indicate  the  direction of the
     possible change,  in the rating accorded the Company,  any Guarantor or any
     of  the  securities  of  the  Company  or the  Guarantors  or any of  their
     subsidiaries  or in the rating  outlook for the Company or any Guarantor by
     any "nationally  recognized  statistical rating organization," as such term
     is defined for purposes of Rule 436(g)(2) under the Securities Act; and

          (ii) there shall not have  occurred any change,  or, to the  Company's
     knowledge,   any  development   involving  a  prospective  change,  in  the
     condition,  financial  or  otherwise,  or  in  the  earnings,  business  or
     operations of the Company, the Guarantors and their subsidiaries,  taken as
     a whole,  from that set forth in the Time of Sale Prospectus as of the date
     of this Agreement that, in your judgment,  is material and adverse and that
     makes  it,  in  your  reasonable  judgment,  impracticable  to  market  the
     Securities on the terms and in the manner  contemplated in the Time of Sale
     Prospectus.

     (b) The Underwriters shall have received on the Closing Date a certificate,
dated the Closing Date and signed by an executive officer of the Company, to the
effect  set  forth  in  Section  5(a)(i)  above  and  to  the  effect  that  the
representations  and warranties of the Company and the  Guarantors  contained in
this  Agreement are true and correct as of the Closing Date and that the Company
has complied with all of the  agreements  and satisfied all of the conditions on
its part to be performed or satisfied  hereunder on or before the Closing  Date.
The officer  signing and delivering  such  certificate may rely upon the best of
his or her knowledge as to proceedings threatened.

     (c) The Underwriters  shall have received on the Closing Date an opinion of
Sonnenschein  Nath & Rosenthal LLP,  outside counsel for the Company,  dated the
Closing Date in form and substance  satisfactory  to the Managers.  Such opinion
shall be rendered to the Underwriters at the request of the Company and shall so
state therein.


                                       11




     (d) The Underwriters  shall have received on the Closing Date an opinion of
Shearman & Sterling LLP, counsel for the Underwriters, dated the Closing Date in
form and substance satisfactory to the Managers.

     (e) The  Underwriters  shall have received,  on each of the date hereof and
the Closing  Date,  a letter dated the date hereof or the Closing  Date,  as the
case may be, in form and substance  satisfactory to the Underwriters,  from KPMG
LLP,  independent public accountants,  containing  statements and information of
the type ordinarily  included in accountants'  "comfort letters" to underwriters
with  respect to the  financial  statements  and certain  financial  information
contained in the  Registration  Statement,  the Time of Sale  Prospectus and the
Prospectus;  provided that the letter  delivered on the Closing Date shall use a
"cut-off date" not earlier than the date hereof.

     6. Covenants of the Company. The Company covenants with each Underwriter as
follows:

     (a) To furnish to you,  without charge,  a signed copy of the  Registration
Statement  (including  exhibits thereto and documents  incorporated by reference
therein) and to deliver to each of the Underwriters  during the period mentioned
in Section  6(e) or 6(f) below,  as many copies of the Time of Sale  Prospectus,
the  Prospectus,  any  documents  incorporated  by  reference  therein  and  any
supplements and amendments  thereto or to the Registration  Statement as you may
reasonably request.

     (b)  Before  amending  or  supplementing  the  Registration   Statement  in
connection with the offering of the  Securities,  the Time of Sale Prospectus or
the  Prospectus,  to furnish to you a copy of each such  proposed  amendment  or
supplement  and not to use or file any such proposed  amendment or supplement to
which you reasonably object.

     (c) To furnish to you a copy of each proposed free writing prospectus to be
prepared by or on behalf of, used by, or referred to by the Company with respect
to the offering of the  Securities  and not to use or refer to any proposed free
writing prospectus to which you reasonably object.

     (d) Not to take any action that would result in an Underwriter,  the Parent
or the  Company  being  required  to file with the  Commission  pursuant to Rule
433(d)  under the  Securities  Act a free writing  prospectus  prepared by or on
behalf of the  Underwriter  that the  Underwriter  otherwise would not have been
required to file thereunder.

     (e) If the Time of Sale  Prospectus is being used to solicit  offers to buy
the Securities at a time when the Prospectus is not yet available to prospective
purchasers and any event shall occur or condition  exist as a result of which it
is


                                       12




necessary to amend or  supplement  the Time of Sale  Prospectus in order to make
the statements therein, in the light of the circumstances, not misleading, or if
any event shall occur or  condition  exist as a result of which the Time of Sale
Prospectus  conflicts  with  the  information   contained  in  the  Registration
Statement  then on file,  or if, in the  reasonable  opinion of counsel  for the
Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus
to comply with  applicable law,  forthwith to prepare,  file with the Commission
and furnish,  at its own  expense,  to the  Underwriters  and to any dealer upon
request, either amendments or supplements to the Time of Sale Prospectus so that
the statements in the Time of Sale Prospectus as so amended or supplemented will
not,  in the  light of the  circumstances  when the Time of Sale  Prospectus  is
delivered to a prospective purchaser,  be misleading or so that the Time of Sale
Prospectus,  as  amended  or  supplemented,  will no  longer  conflict  with the
Registration  Statement,  or so that the Time of Sale Prospectus,  as amended or
supplemented, will comply with applicable law.

     (f) If,  during such period after the first date of the public  offering of
the Securities as in the reasonable  opinion of counsel for the Underwriters the
Prospectus  (or in lieu  thereof  the notice  referred  to in Rule 173(a) of the
Securities  Act) is required by law to be delivered in connection  with sales by
an Underwriter or dealer,  any event shall occur or condition  exist as a result
of which it is necessary to amend or supplement  the Prospectus in order to make
the statements  therein,  in the light of the circumstances  when the Prospectus
(or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act)
is delivered to a purchaser,  not  misleading,  or if, in the opinion of counsel
for the  Underwriters,  it is necessary to amend or supplement the Prospectus to
comply with applicable law,  forthwith to prepare,  file with the Commission and
furnish, at its own expense, to the Underwriters and to the dealers (whose names
and addresses you will furnish to the Company) to which Securities may have been
sold by you on behalf of the Underwriters and to any other dealers upon request,
either amendments or supplements to the Prospectus so that the statements in the
Prospectus  as so  amended  or  supplemented  will  not,  in  the  light  of the
circumstances  when the Prospectus (or in lieu thereof the notice referred to in
Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or
so that the Prospectus, as amended or supplemented,  will comply with applicable
law.

     (g) To  endeavor  to qualify  the  Securities  for offer and sale under the
securities  or Blue  Sky  laws of such  jurisdictions  as you  shall  reasonably
request.

     (h) To make generally  available to the Company's  security  holders and to
you as soon as  practicable an earning  statement  covering a period of at least
twelve months  beginning with the first fiscal quarter of the Company  occurring
after the date of this  Agreement  which shall satisfy the provisions of Section
11(a) of the  Securities  Act and the rules and  regulations  of the  Commission
thereunder.



                                       13


     (i) Whether or not the  transactions  contemplated  in this  Agreement  are
consummated  or this  Agreement is  terminated  (other than by breach  hereof by
you), to pay or cause to be paid all expenses incident to the performance of its
obligations  under this Agreement,  including:  (i) the fees,  disbursements and
expenses of the Company's  counsel and the Company's  accountants  in connection
with the  registration  and delivery of the Securities  under the Securities Act
and all other fees or expenses in connection  with the preparation and filing of
the  Registration  Statement,  any  preliminary  prospectus,  the  Time  of Sale
Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf
of, used by, or referred to by the Company and amendments and supplements to any
of the foregoing,  including the filing fees payable to the Commission  relating
to the Securities  (within the time required by Rule 456 (b)(1), if applicable),
all printing  costs  associated  therewith,  and the mailing and  delivering  of
copies thereof to the  Underwriters and dealers,  in the quantities  hereinabove
specified,  (ii) all costs and expenses  related to the transfer and delivery of
the  Securities  to the  Underwriters,  including  any  transfer  or other taxes
payable  thereon,  (iii) the cost of printing or producing any Blue Sky or legal
investment  memorandum in connection  with the offer and sale of the  Securities
under  state   securities   laws  and  all  expenses  in  connection   with  the
qualification  of the Securities for offer and sale under state  securities laws
as provided in Section 6(g)  hereof,  including  filing fees and the  reasonable
fees and  disbursements  of counsel for the Underwriters in connection with such
qualification   and  in  connection  with  the  Blue  Sky  or  legal  investment
memorandum,  (iv) all filing fees and the reasonable fees and  disbursements  of
counsel  to  the  Underwriters  incurred  in  connection  with  the  review  and
qualification  of the  offering  of the  Securities  by the  Financial  Industry
Regulatory Authority,  Inc., (v) any fees charged by the rating agencies for the
rating  of the  Securities,  (vi)  the  cost of the  preparation,  issuance  and
delivery of the Securities, (vii) the costs and charges of any trustee, transfer
agent,  registrar  or  depositary,  (viii) the costs and expenses of the Company
relating to investor  presentations  on any "road show" undertaken in connection
with  the  marketing  of the  offering  of the  Securities,  including,  without
limitation,  expenses  associated with the preparation or  dissemination  of any
electronic  road show,  expenses  associated  with the  production  of road show
slides and graphics,  fees and expenses of any consultants engaged in connection
with the road show presentations with the prior approval of the Company,  travel
and lodging expenses of the  representatives and officers of the Company and any
such consultants,  and the cost of any aircraft chartered in connection with the
road show,  (ix) the document  production  charges and expenses  associated with
printing  this  Agreement  and (x) all other costs and expenses  incident to the
performance of the  obligations of the Company  hereunder for which provision is
not otherwise made in this Section.  It is understood,  however,  that except as
provided in this Section,  Section 8 entitled  "Indemnity and Contribution," and
the last paragraph of Section 10 below, the  Underwriters  will pay all of their
costs and expenses,  including fees and disbursements of their counsel, transfer
taxes  payable on resale of any of the




                                       14



Securities by them and any advertising  expenses  connected with any offers they
may make.

     (j)  If  the  third  anniversary  of  the  initial  effective  date  of the
Registration  Statement  occurs before all the Securities  have been sold by the
Underwriters,  prior to the third anniversary to file or cause to be filed a new
shelf  registration  statement and to take any other action  necessary to permit
the  public  offering  of  the  Securities  to  continue  without  interruption;
references   herein  to  the  Registration   Statement  shall  include  the  new
registration statement declared effective by the Commission.

     (k) During the period  beginning on the date hereof and  continuing  to and
including the Closing Date,  not to offer,  sell,  contract to sell or otherwise
dispose  of any debt  securities  of the  Company or  warrants  to  purchase  or
otherwise  acquire debt securities of the Company  substantially  similar to the
Securities  (other than (i) the Securities,  (ii) commercial paper issued in the
ordinary course of business, (iii) the repurchase of the Company's 9 1/2% Senior
Notes due 2008, or (iv) securities or warrants  permitted with the prior written
consent  of the  Manager  identified  in  Schedule I with the  authorization  to
release this lock-up on behalf of the Underwriters).

     (l)  To  prepare  a  final  term  sheet  relating  to the  offering  of the
Securities,  containing only  information  that describes the final terms of the
Securities or the offering in a form  consented to by the Managers,  and to file
such final term sheet within the period required by Rule 433(d)(5)(ii) under the
Securities Act following the date the final terms have been  established for the
offering of the Securities.

     7. Covenants of the Underwriters. Each Underwriter severally covenants with
the  Company  not to take any  action  that  would  result in the  Parent or the
Company being  required to file or cause to be filed with the  Commission  under
Rule  433(d)  a  free  writing  prospectus  prepared  by or on  behalf  of  such
Underwriter  that  otherwise  would not be  required  to be filed or cause to be
filed  by the  Parent  or the  Company  thereunder,  but for the  action  of the
Underwriter.

     8.  Indemnity and  Contribution.  The Company  agrees to indemnify and hold
harmless each  Underwriter,  each person,  if any, who controls any  Underwriter
within the meaning of either  Section 15 of the  Securities Act or Section 20 of
the Exchange Act and each  affiliate  of any  Underwriter  within the meaning of
Rule 405 under the Securities  Act from and against any and all losses,  claims,
damages  and  liabilities  (including,  without  limitation,  any legal or other
expenses  reasonably  incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue statement
of a material  fact  contained in the  Registration  Statement or any  amendment
thereof,  any preliminary  prospectus,  the Time of Sale Prospectus,  any issuer
free




                                       15



writing  prospectus  as defined in Rule 433(h)  under the  Securities  Act,  any
Company  information  that  the  Company  has  filed,  caused  to be filed or is
required  to file,  pursuant  to Rule  433(d)  under the  Securities  Act or the
Prospectus or any amendment or supplement  thereto, or caused by any omission or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements  therein not  misleading,  except insofar as
such  losses,  claims,  damages or  liabilities  are  caused by any such  untrue
statement  or  omission  or alleged  untrue  statement  or  omission  based upon
information  relating to any Underwriter  furnished to the Company in writing by
such Underwriter through you expressly for use therein.

     (b) Each Underwriter  agrees,  severally and not jointly,  to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement and each person,  if any, who controls the Company  within the meaning
of either  Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the foregoing indemnity from the Company to such Underwriter,
but only with reference to information relating to such Underwriter furnished to
the Company in writing by such Underwriter  through you expressly for use in the
Registration Statement, any preliminary prospectus, the Time of Sale Prospectus,
any issuer  free  writing  prospectus  or the  Prospectus  or any  amendment  or
supplement thereto.

     (c) In case any proceeding (including any governmental investigation) shall
be instituted  involving any person in respect of which  indemnity may be sought
pursuant to Section 8(a) or 8(b),  such person (the  "indemnified  party") shall
promptly  notify the  person  against  whom such  indemnity  may be sought  (the
"indemnifying party") in writing and the indemnifying party, upon request of the
indemnified  party,   shall  retain  counsel  reasonably   satisfactory  to  the
indemnified  party  to  represent  the  indemnified  party  and any  others  the
indemnifying  party may designate in such  proceeding and shall pay the fees and
disbursements  of  such  counsel  related  to  such  proceeding.   In  any  such
proceeding,  any  indemnified  party  shall  have the  right to  retain  its own
counsel,  but the fees and expenses of such  counsel  shall be at the expense of
such  indemnified  party unless (i) the  indemnifying  party and the indemnified
party shall have  mutually  agreed to the  retention of such counsel or (ii) the
named parties to any such proceeding  (including any impleaded  parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests between them. It is understood that the indemnifying  party
shall  not,  in  respect  of the  legal  expenses  of any  indemnified  party in
connection with any proceeding or related  proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate  firm (in addition
to any local  counsel) for all such  indemnified  parties and that all such fees
and  expenses  shall be  reimbursed  as they are  incurred.  Such firm  shall be
designated in writing by the Manager  authorized  to appoint  counsel under this
Section  set forth in  Schedule  I hereto,  in the case of




                                       16



parties indemnified pursuant to Section 8(a), and by the Company, in the case of
parties  indemnified  pursuant to Section 8(b). The indemnifying party shall not
be liable for any  settlement  of any  proceeding  effected  without its written
consent,  but if settled with such  consent or if there be a final  judgment for
the plaintiff,  the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding  the foregoing  sentence,  if at any time an  indemnified  party
shall have requested an indemnifying  party to reimburse the  indemnified  party
for fees and  expenses  of  counsel  as  contemplated  by the  second  and third
sentences  of this  paragraph,  the  indemnifying  party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such  settlement  is entered into more than 30 days after receipt by such
indemnifying  party of the aforesaid  request and (ii) such  indemnifying  party
shall not have reimbursed the indemnified  party in accordance with such request
prior to the date of such settlement.  No indemnifying party shall,  without the
prior written  consent of the  indemnified  party,  effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity  could have been sought  hereunder by such
indemnified party, unless such settlement  includes an unconditional  release of
such indemnified  party from all liability on claims that are the subject matter
of such proceeding.

     (d) To the extent the indemnification  provided for in Section 8(a) or 8(b)
is unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each indemnifying party
under such paragraph, in lieu of indemnifying such indemnified party thereunder,
shall  contribute to the amount paid or payable by such  indemnified  party as a
result of such losses,  claims,  damages or liabilities in such proportion as is
appropriate to reflect the relative  benefits received by the Company on the one
hand and the  Underwriters on the other hand from the offering of the Securities
or (ii) if the  allocation  provided by clause 8(d)(i) above is not permitted by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative  benefits  referred to in clause  8(d)(i)  above but also the  relative
fault of the Company on the one hand and of the  Underwriters  on the other hand
in connection  with the  statements  or omissions  that resulted in such losses,
claims,  damages  or  liabilities,  as  well  as any  other  relevant  equitable
considerations.  The relative  benefits  received by the Company on the one hand
and the  Underwriters  on the other hand in connection  with the offering of the
Securities  shall be deemed to be in the same respective  proportions as the net
proceeds  from  the  offering  of the  Securities  (before  deducting  expenses)
received by the Company and the total  underwriting  discounts  and  commissions
received by the Underwriters bear to the aggregate initial public offering price
of the  Securities  as set forth in the  Prospectus.  The relative  fault of the
Company  on the one  hand  and the  Underwriters  on the  other  hand  shall  be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material




                                       17



fact or the  omission or alleged  omission to state a material  fact  relates to
information  supplied by the  Company or by the  Underwriters  and the  parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission. The Underwriters'  respective obligations to
contribute  pursuant  to  this  Section  8 are  several  in  proportion  to  the
respective  principal amounts of Securities they have purchased  hereunder,  and
not joint.

     (e) The  Company  and the  Underwriters  agree that it would not be just or
equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation  (even  if the  Underwriters  were  treated  as one  entity  for such
purpose) or by any other method of allocation  that does not take account of the
equitable considerations referred to in Section 8(d). The amount paid or payable
by an  indemnified  party  as a  result  of  the  losses,  claims,  damages  and
liabilities  referred to in Section 8(d) shall be deemed to include,  subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action  or  claim.   Notwithstanding  the  provisions  of  this  Section  8,  no
Underwriter  shall be required to contribute  any amount in excess of the amount
by which  the  total  price  at  which  the  Securities  underwritten  by it and
distributed  to the public were offered to the public  exceeds the amount of any
damages that such  Underwriter  has otherwise  been required to pay by reason of
such untrue or alleged  untrue  statement  or omission or alleged  omission.  No
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who was not guilty of such fraudulent  misrepresentation.  The remedies provided
for in this  Section  88 are not  exclusive  and shall  not limit any  rights or
remedies which may otherwise be available to any indemnified  party at law or in
equity.

     (f) The indemnity and contribution  provisions  contained in this Section 8
and  the  representations,  warranties  and  other  statements  of  the  Company
contained in this Agreement shall remain  operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made
by or on behalf of any  Underwriter,  any person  controlling any Underwriter or
any affiliate of any Underwriter or by or on behalf of the Company, its officers
or directors or any person  controlling the Company and (iii)  acceptance of and
payment for any of the Securities.

     9.  Termination.  The  Underwriters  may terminate this Agreement by notice
given by you to the  Company,  if  after  the  execution  and  delivery  of this
Agreement  and prior to the Closing Date (i) trading  generally  shall have been
suspended  or  materially  limited on, or by, as the case may be, any of the New
York Stock Exchange,  the American Stock Exchange, the NASDAQ Global Market, the
Chicago  Board of Options  Exchange,  the  Chicago  Mercantile  Exchange  or the
Chicago Board of Trade, (ii) trading of any securities of the Company shall have
been  suspended  on any  exchange  or in any  over-the-counter




                                       18


market,  (iii) a  material  disruption  in  securities  settlement,  payment  or
clearance services in the United States shall have occurred, (iv) any moratorium
on commercial banking activities shall have been declared by Federal or New York
State  authorities  or there shall have  occurred any outbreak or  escalation of
hostilities,  or any change in financial markets or any calamity or crisis that,
in your  reasonable  judgment,  is material  and  adverse  and which,  singly or
together  with any other event  specified in this clause (v),  makes it, in your
reasonable  judgment,  impracticable to proceed with the offer, sale or delivery
of the  Securities  on the terms and in the manner  contemplated  in the Time of
Sale Prospectus or the Prospectus.

     10.  Effectiveness;  Defaulting  Underwriters.  This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.

     If, on the Closing Date, any one or more of the Underwriters  shall fail or
refuse  to  purchase  Securities  that it has or they have  agreed  to  purchase
hereunder on such date, and the aggregate  principal  amount of Securities which
such  defaulting  Underwriter  or  Underwriters  agreed but failed or refused to
purchase is not more than  one-tenth of the  aggregate  principal  amount of the
Securities  to be  purchased  on such  date,  the  other  Underwriters  shall be
obligated  severally in the proportions  that the principal amount of Securities
set forth opposite their  respective names in Schedule II bears to the aggregate
principal  amount  of  Securities  set  forth  opposite  the  names  of all such
non-defaulting Underwriters, or in such other proportions as you may specify, to
purchase the Securities which such defaulting Underwriter or Underwriters agreed
but failed or refused to purchase on such date;  provided that in no event shall
the principal  amount of Securities  that any Underwriter has agreed to purchase
pursuant to this Agreement be increased pursuant to this Section 10 by an amount
in excess of  one-ninth  of such  principal  amount of  Securities  without  the
written consent of such Underwriter. If, on the Closing Date, any Underwriter or
Underwriters  shall fail or refuse to purchase  Securities which it or they have
agreed to purchase hereunder on such date and the aggregate  principal amount of
Securities  with respect to which such default  occurs is more than one-tenth of
the aggregate  principal  amount of Securities to be purchased on such date, and
arrangements  satisfactory  to you and the  Company  for  the  purchase  of such
Securities are not made within 36 hours after such default, this Agreement shall
terminate without liability on the part of any non-defaulting Underwriter or the
Company.  In any such case  either  you or the  Company  shall have the right to
postpone the Closing Date,  but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement, in the Time of
Sale Prospectus, in the Prospectus or in any other documents or arrangements may
be  effected.  Any action  taken  under this  paragraph  shall not  relieve  any
defaulting  Underwriter  from  liability  in  respect  of any  default  of  such
Underwriter under this Agreement.



                                       19



     If this Agreement shall be terminated by the Underwriters,  or any of them,
because of any  failure or refusal on the part of the Company to comply with the
terms or to  fulfill  any of the  conditions  of this  Agreement,  or if for any
reason  the  Company  shall be unable to  perform  its  obligations  under  this
Agreement the Company will reimburse the  Underwriters  or such  Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket  expenses  (including the fees and disbursements of their counsel)
reasonably  incurred by such  Underwriters  in connection with this Agreement or
the offering contemplated hereunder.

     11. Entire Agreement. (a) This Agreement, together with any contemporaneous
written  agreements  and  any  prior  written  agreements  (to  the  extent  not
superseded  by this  Agreement)  that relate to the offering of the  Securities,
represents the entire agreement  between the Company and the  Underwriters  with
respect  to the  preparation  of any  preliminary  prospectus,  the Time of Sale
Prospectus,  the Prospectus,  the conduct of the offering,  and the purchase and
sale of the Securities.

     (b) The Company  acknowledges  that in connection  with the offering of the
Securities:  (i) the Underwriters have acted at arms length,  are not agents of,
and owe no  fiduciary  duties to,  the  Company  or any other  person,  (ii) the
Underwriters owe the Company only those duties and obligations set forth in this
Agreement and prior  written  agreements  (to the extent not  superseded by this
Agreement),  if any, and (iii) the  Underwriters  may have interests that differ
from those of the Company.  The Company  waives to the full extent  permitted by
applicable law any claims it may have against the  Underwriters  arising from an
alleged  breach  of  fiduciary  duty in  connection  with  the  offering  of the
Securities.

     12. Counterparts. This Agreement may be signed in two or more counterparts,
each of which shall be an  original,  with the same effect as if the  signatures
thereto and hereto were upon the same instrument.

     13.  Applicable  Law. This Agreement  shall be governed by and construed in
accordance with the internal laws of the State of New York.

     14.  Headings.  The  headings of the sections of this  Agreement  have been
inserted for  convenience  of  reference  only and shall not be deemed a part of
this Agreement.

     15. Notices. All communications hereunder shall be in writing and effective
only upon receipt and if to the Underwriters shall be delivered,  mailed or sent
to you at the  address  set forth in  Schedule I hereto;  and if to the  Company
shall be  delivered,  mailed  or sent to the  address  set forth in  Schedule  I
hereto.



                                       20




                              Very truly yours,

                              THE KANSAS CITY SOUTHERN RAILWAY COMPANY


                              By:
                                 ---------------------------------------
                                     Name:
                                     Title:






Accepted as of the date hereof

MORGAN STANLEY & CO. INCORPORATED

BANC OF AMERICA SECURITIES LLC

Acting severally on behalf of themselves
   and the several Underwriters named in
   Schedule II hereto

By:       Morgan Stanley & Co. Incorporated


By:
   -------------------------------------------
       Name:
       Title:






                                                                      SCHEDULE I





                                                 


                                                    Morgan Stanley & Co. Incorporated
                                                    Banc of America Securities LLC
Managers:
      Manager authorized to release lock-up         Morgan Stanley & Co. Incorporated
         under Section 2:

      Manager authorized to appoint counsel         Morgan Stanley & Co. Incorporated
         under Section 8(c):

Indenture:                                          Indenture to be dated as of the Closing Date
                                                    among the Company, the Guarantors and the
                                                    Trustee

Trustee:                                            U.S. Bank National Association

Registration Statement File No.:                    333-130112

Time of Sale Prospectus                             1.       Prospectus dated May 23, 2008 relating
                                                             to the Securities,

                                                    2.       the Preliminary Prospectus Supplement
                                                             dated May 27, 2008 relating to the
                                                             Securities, and

                                                    3.       The free writing prospectus attached
                                                             hereto as Schedule IV, to be filed by
                                                             the Parent under Rule 433(d) of the
                                                             Securities Act.

Securities to be purchased:                         8.0% Senior Notes due 2015

Aggregate Principal Amount:                         $275,000,000

Purchase Price:                                     98.000% of the principal amount of the
                                                    Securities, plus accrued interest, if any, from
                                                    May 30, 2008


                                      I-1


Maturity:                                           June 1, 2015

Interest Rate:                                      8.0% per annum, accruing from May 30, 2008

Interest Payment Dates:                             June 1 and December 1 commencing December 1,
                                                    2008

Closing Date and Time:                              May 30, 2008   10:00 a.m.

Closing Location:                                   Shearman & Sterling LLP
                                                    599 Lexington Avenue
                                                    New York, New York 10022

Address for Notices to Underwriters:                Morgan Stanley & Co. Incorporated
                                                    1585 Broadway
                                                    New York, New York 10036

                                                    Banc of America Securities LLC
                                                    214 N. Tryon Street, 17th Floor
                                                    Charlotte, North Carolina 28255

Address for Notices to the Company:                 The Kansas City Southern Railway Company

                                                    c/o Kansas City Southern
                                                    P.O. Box 219335
                                                    Kansas City, MO 64105  64121-9335
                                                    Telecopy No.: 816-983-1198
                                                    Attention: Senior Vice President-Finance and
                                                    Treasurer




                                      I-2



                                                                     SCHEDULE II



                                                                       

                                                                             Principal Amount of
                              Underwriter                                 Securities To Be Purchased
- ---------------------------------------------------------------------     --------------------------

Morgan Stanley & Co. Incorporated....................................            $  165,000,000

Banc of America Securities LLC.......................................                96,250,000

Scotia Capital (USA) Inc.............................................                 8,250,000

BMO Capital Markets Corp.............................................                 5,500,000
                                                                                   -------------
         Total.......................................................            $  275,000,000
                                                                                   =============




                                      II-1







                                                                    Schedule III

                                 Note Guarantors

Kansas City Southern;
Gateway Eastern Railway Company;
PABTEX GP, LLC;
PABTEX I, L.P.;
SIS Bulk Holding, Inc.;
Southern Development Company;
Southern Industrial Services, Inc.; and
Trans-Serve, Inc.



                                     III-1








                                                                     Schedule IV

Issuer Free Writing Prospectus
Issued May 27, 2008




                    The Kansas City Southern Railway Company


                     $275,000,000 8.0% SENIOR NOTES DUE 2015
                            -------------------------

The following information  supplements the Preliminary  Prospectus Supplement of
The Kansas City Southern Railway Company ("KCSR"),  dated May 27, 2008, filed as
part of Registration  Statement Number 333-130112 in relation to the 8.0% Senior
Notes due 2015.

Title of Securities:            8.0% Senior Notes due June 1, 2015 (the "Notes")

Aggregate Principal
Amount Offered:                 $275,000,000

Maturity:                       June 1, 2015

Price to Public:                100% per Note and accrued interest, if any

Net Proceeds to KCSR            $269,500,000
after Expenses:

Underwriting Discount:          2.0%

Interest Rate:                  8.0%

Interest Payment Dates:         June 1 and December 1 of each year, beginning on
                                December 1, 2008

Record Dates:                   May 15 and November 15

Optional                        KCSR may redeem some or all of the notes prior
                                to June 1, 2012 by paying  either 101% of the
                                principal  amount of the Notes or a "make whole"
                                premium,  whichever is greater, plus, in each
                                case, accrued and unpaid interest, if any as set
                                forth i the prospectus supplement.

                                KCSR may also redeem the Notes, in whole or in
                                part, at any time on or after June 1, 2012. The
                                redemption price for the Notes (expressed as a
                                percentage of principal amount) will be as
                                follows, plus accrued and unpaid interest to the
                                redemption date, if redeemed during the 12-month
                                period commencing on June 1 of any year set
                                forth below:


                                      IV-1


                                Year                            Redemption Price
                                ------------------------------------------------

                                2012................................... 104.000%

                                2013................................... 102.000%

                                2014 and thereafter.................... 100.000%


                                In addition, at any time prior to June 1, 2011,
                                KCSR may, on one or more occasions, redeem up to
                                35% of the aggregate principal amount of the
                                Notes with net cash proceeds from specified
                                equity offerings at the redemption price of
                                108.000% of the principal amount thereof, plus
                                accrued and unpaid interest, if any.

Trade Date:                     May 27, 2008

Settlement                      May 30, 2008
Date:

CUSIP:                          485188 AG1


                                Underwriter                     Principal Amount
                                ------------------------------ -----------------

                                Morgan Stanley & Co. Incorporated   $165,000,000
                                Banc of America Securities LLC      $ 96,250,000
                                Scotia Capital (USA) Inc.           $  8,250,000
                                BMO Capital Markets Corp.           $  5,500,000




                                      IV-2