EX-10.3 6 first-amend.txt 1ST AMENDMENT 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