EX-10.4 5 second-amend.txt 2ND AMENDMENT SECOND AMENDMENT dated as of April 28, 2003 (this "AMENDMENT") to the Amended and Restated Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT") dated as of June 12, 2002, among KANSAS CITY SOUTHERN ("HOLDINGS"), THE KANSAS CITY SOUTHERN RAILWAY COMPANY ("the BORROWER"), the LENDERS party thereto and JPMORGAN CHASE BANK, as administrative agent, collateral agent, issuing bank and swingline lender (the "AGENT"). A. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Credit Agreement. B. The Borrower has requested that the Lenders amend certain provisions of the Credit Agreement. The Required Lenders are willing to agree to such amendments on the terms and subject to the conditions of this Amendment. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows: Section 1. AMENDMENTS TO THE CREDIT AGREEMENT. Effective as of the Amendment Effective Date (as defined below), the Credit Agreement is amended as follows: (a) The following new definitions are inserted in their proper alphabetical positions in Section 1.01: 'GRUPO PARENT' means a wholly owned subsidiary of Holdings that is not a Foreign Subsidiary and that will at all times after the completion of the Grupo TFM Acquisition, individually or together with other Loan Parties that are wholly owned Subsidiaries of Holdings, be the record and beneficial owner of all Equity Interests in Grupo TFM owned directly or indirectly by Holdings (except that up to 25% of the Equity Interests in Grupo TFM may be owned by TFM, S.A. de C.V., so long as Grupo TFM owns at least 80% of the issued and outstanding Equity Interests in TFM, S.A. de C.V.). 'GRUPO TFM ACQUISITION' means the acquisition by Holdings, directly or indirectly, from Grupo TMM of all the Equity Interests owned, directly or indirectly, by Grupo TMM in Grupo TFM pursuant to a transaction or series of transactions that result in Grupo Parent or another Loan Party that is a wholly owned subsidiary of Holdings owning directly all the Equity Interests in Grupo TFM that are owned, directly or indirectly by Holdings (except that up to 25% of the Equity Interests in Grupo TFM may be owned by TFM, S.A. de C.V., so long as Grupo TFM owns at least 80% of the issued and outstanding Equity Interests in TFM, S.A. de C.V.). 'GRUPO TMM' means Grupo TMM, S.A., a Mexican corporation. 'KARA SUB' means Kara Sub, Inc., a Delaware corporation. 'MEXRAIL' means Mexrail, Inc., a Delaware corporation." (b) The text of clause (a) of the definition of "Applicable Rate" is amended to read in its entirety as follows (and the provisos at the end of such clause are deleted): "with respect to any Tranche B Term Loan, (i) 2.50% per annum in the case of a Eurodollar Loan and (ii) 1.50% per annum in the case of an ABR Loan" (c) Clause (c) of the definition of "Prepayment Event" is amended by replacing the word "and" immediately before clause (iii) thereof with a comma and inserting the following immediately before the semicolon at the end of such clause: "and (iv) issuances by Holdings of preferred Equity Interests to the extent (A) any such preferred Equity Interests do not require redemptions or repurchases prior to the Tranche B Maturity Date and (B) the net proceeds of such issuances of preferred Equity Interests are used to pay the cash portion of the consideration payable by Holdings as part of the Grupo TFM Acquisition" (d) (i) The definition of "subsidiary" is amended by the insertion at the end thereof of the following sentence: "References in the definitions of "Capital Expenditures", "Consolidated EBITDA", "Consolidated Interest Expense", "Consolidated Net Worth", "Excess Cash Flow" and "Total Indebtedness" to any "subsidiary" or "subsidiaries" of the Borrower shall not under any circumstances include Mexrail, Grupo TFM or any subsidiary of Mexrail or Grupo TFM." (ii) The definition of "Subsidiary" is amended by the insertion at the end thereof of the following sentence. "For purposes of Articles V, VI and VII, "Subsidiary" shall not include Mexrail, Grupo TFM or any subsidiary of Mexrail or Grupo TFM." (iii) The definition of "Subsidiary Loan Party" is amended by the insertion, immediately after "Mid-South Microwave, Inc.", of ", Grupo Parent, Kara Sub, Mexrail (PROVIDED that Mexrail shall only be a Subsidiary Loan Party on and after the date of the Investment contemplated by Section 6.08(m)),". (e) The definitions of "Capital Expenditures", "Consolidated EBITDA", "Consolidated Interest Expense", "Consolidated Net Worth", "Excess Cash Flow" and "Total Indebtedness" are amended to read as follows: "'CAPITAL EXPENDITURES' means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and its consolidated subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by the Borrower and its consolidated subsidiaries during such period. 'CONSOLIDATED INTEREST EXPENSE' means, for any period, the sum, without duplication, of (a) the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of the Borrower and the subsidiaries of the Borrower for such period, determined on a consolidated basis in accordance with GAAP, (b) the interest expense of Holdings for such period and (c) all cash dividends paid during such period with respect to preferred Equity Interests issued after the date hereof in respect of which cash dividends are payable; PROVIDED that for purposes of calculating the "Consolidated Interest Expense" with respect to Unit Debentures in the financial covenant set forth in Section 6.13, the "Consolidated Interest Expense", for any period, shall include only the cash interest expense paid on Unit Debentures by Holdings, the Borrower and the subsidiaries of the Borrower for such period. 'CONSOLIDATED NET INCOME' means, for any period, the net income or loss of the Borrower and its subsidiaries for such period determined on a consolidated basis in accordance with GAAP; PROVIDED that there shall be excluded (a) the income of any Person in which any other Person (other than the Borrower or any of its subsidiaries or any director holding qualifying shares in compliance with applicable law) owns an Equity Interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its subsidiaries during such period, and (b) the income or loss of any Person accrued prior to the date it becomes a subsidiary of the Borrower or is merged into or consolidated with the Borrower or any subsidiary of the Borrower or the date that such Person's assets are acquired by the Borrower or any subsidiary of the Borrower. 'CONSOLIDATED NET WORTH' shall mean, on any date, the stockholders' equity of the Borrower on such date, determined on a consolidated basis in accordance with GAAP. 'EXCESS CASH FLOW' means, for any fiscal year, an amount equal to: (a) Consolidated EBITDA for such fiscal year; MINUS (b) cash tax payments made by Holdings, the Borrower and subsidiaries of the Borrower during such fiscal year; MINUS (c) Consolidated Interest Expense for such fiscal year; MINUS (d) (i) Capital Expenditures for such fiscal year (except to the extent attributable to the incurrence of Capital Lease Obligations or otherwise financed by incurring long-term Indebtedness) and (ii) capital contributions, loans and guaranteed Indebtedness and sale and leaseback transactions made during such fiscal year, in each case permitted by Section 6.08(j); MINUS (e) the aggregate principal amount of long-term Indebtedness repaid or prepaid by Holdings, the Borrower and consolidated subsidiaries of the Borrower during such fiscal year, excluding (i) Indebtedness in respect of Revolving Loans and Letters of Credit, (ii) Term Loans prepaid pursuant to Section 2.11(c) (other than any part of such prepayment attributable to gains on asset sales that are included in the calculation of consolidated Net Income for such fiscal year) or (d), and (iii) repayments or prepayments of long-term Indebtedness financed by incurring other long-term Indebtedness; MINUS (f) the aggregate amount of investments or other payments required to be made by the Borrower or any of its subsidiaries during such fiscal year pursuant to mandatory capital calls or similar agreements under joint venture, limited liability company or shareholder agreements. 'TOTAL INDEBTEDNESS' means, as of any date, the sum of (a) the aggregate principal amount of Indebtedness of the Borrower and the subsidiaries of the Borrower outstanding as of such date that would be reflected on a balance sheet of the Borrower prepared as of such date on a consolidated basis in accordance with GAAP, including, without duplication, the aggregate amount of all outstanding Securitization Transactions, and (b) the aggregate principal amount of Indebtedness of Holdings outstanding as of such date." (f) Sections 5.01(a) and (b) are hereby replaced with the following: "(a) within 105 days after the end of each fiscal year of Holdings, (i) for each of Holdings and the Borrower, its audited consolidated balance sheet and related statements of income, changes in stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, in each case, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Holdings and the consolidated Subsidiaries or the Borrower and its consolidated subsidiaries, as applicable, on a consolidated basis in accordance with GAAP consistently applied, accompanied by a certificate of said accountants stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines), and (ii) for Holdings and its consolidated Subsidiaries other than Mexrail, Grupo TFM and the subsidiaries of Mexrail and Grupo TFM, its unaudited consolidated balance sheet and related statement of income as of the end of and for such year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries other than Mexrail, Grupo TFM and the subsidiaries of Mexrail and Grupo TFM, on a consolidated basis in accordance with GAAP consistently applied; (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Holdings, (i) for each of Holdings and the Borrower, its consolidated balance sheet and related statements of income, changes in stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Holdings and the consolidated Subsidiaries or the Borrower and its consolidated subsidiaries, as applicable, on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) for Holdings and its consolidated Subsidiaries other than Mexrail, Grupo TFM and the subsidiaries of Mexrail and Grupo TFM, its unaudited consolidated balance sheet and related statement of income as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries other than Mexrail, Grupo TFM and the subsidiaries of Mexrail and Grupo TFM, on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;" (g) Section 6.01(a) of the Credit Agreement is amended by deleting the word "and" at the end of clause (ix), by relettering clause (x) as clause (xi) and by inserting the following immediately after clause (ix): "(x) Indebtedness of Kara Sub issued to the seller or an affiliate of the seller in connection with the closing of the Grupo TFM Acquisition; PROVIDED that such Indebtedness is canceled or extinguished as part of such closing; and (h) Section 6.08 of the Credit Agreement is amended by deleting the word "and" at the end of clause (k), by relettering clause (l) as clause (n) and by inserting the following immediately after clause (k): "(l) Investments in Equity Interests of Grupo TFM acquired as part of the Grupo TFM Acquisition solely for common stock of Holdings and cash representing proceeds of the issuance and sale after the date of the effectiveness of the Second Amendment to this Agreement of common or preferred Equity Interests of Holdings; PROVIDED that any such preferred Equity Interests do not require redemptions or repurchases prior to the Tranche B Maturity Date and the aggregate amount of such preferred Equity Interests shall not be greater than $200,000,000;" (m) an Investment in Equity Interests representing 51% of the issued and outstanding capital stock of Mexrail acquired, directly or indirectly, by Holdings for consideration consisting of cash in an amount not greater than $33,000,000; and" (i) The heading and text of Section 6.12 of the Credit Agreement are amended to read as follows: "OWNERSHIP OF CAYMEX, NAFTA RAIL, GRUPO PARENT AND GRUPO TFM. (a) Prior to the completion of the Grupo TFM Acquisition, neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, permit (i) any Equity Interest in Caymex to be owned by any Person other than the Borrower, (ii) any Equity Interest in NAFTA Rail to be owned by any Person other than Caymex or (iii) any Equity Interest in Grupo TFM, so long as it is owned directly or indirectly by Holdings, to be owned by any Person other than NAFTA Rail. (b) After the completion of the Grupo TFM Acquisition, neither Holdings nor the Borrower will permit (i) any Equity Interest in Grupo Parent to be owned by any Person other than Holdings or (ii) any Equity Interest in Grupo TFM to be owned by any Person other than Grupo Parent or another Loan Party that is a wholly owned subsidiary of Holdings (except that up to 25% of the Equity Interests in Grupo TFM may be owned by TFM, S.A. de C.V., so long as Grupo TFM owns at least 80% of the issued and outstanding Equity Interests in TFM, S.A. de C.V.)." (j) All references in Sections 6.13, 6.14 and 6.15 to "Holdings" are replaced with references to "Holdings and the Borrower". Section 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. Each of Holdings and the Borrower hereby represents and warrants to and agrees with each Lender and the Agent that: (a) The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects with the same effect as if made on the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date. (b) Each of Holdings and the Borrower has the requisite power and authority to execute, deliver and perform its obligations under this Amendment and to perform its obligations under the Credit Agreement as amended by this Amendment. (c) The execution, delivery and performance by each of Holdings and the Borrower of this Amendment and the performance by each of Holdings and the Borrower of the Credit Agreement, as amended by this Amendment, (i) have been duly authorized by all requisite action and (ii) will not (A) violate (x) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of Holdings or the Borrower or any Subsidiary, (y) any order of any Governmental Authority or (z) any provision of any indenture, agreement or other instrument to which Holdings or the Borrower or any Subsidiary is a party or by which any of them or any of their property is or may be bound, (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement for borrowed money or other agreement or instrument or (C) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by Holdings or the Borrower. (d) This Amendment has been duly executed and delivered by Holdings and the Borrower. Each of this Amendment and the Credit Agreement, as amended by this Amendment, constitutes a legal, valid and binding obligation of each of Holdings and the Borrower, enforceable against Holdings and the Borrower in accordance with its terms, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity. (e) As of the Amendment Effective Date, no Event of Default or Default has occurred and is continuing. (f) At or prior to the completion of the Grupo TFM Acquisition, Holdings and the Borrower will take and cause the Subsidiaries to take all such actions as shall be required or reasonably requested by the Agent to cause the Collateral and Guarantee Requirement to be satisfied after giving effect to such transaction. Section 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall be effective as of April 28, 2003 upon the satisfaction in full of the following conditions precedent (the "AMENDMENT EFFECTIVE DATE"): (a) The Agent shall have received the Amendment Fee (as defined below). (b) The Agent shall have received duly executed counterparts hereof which, when taken together, bear the authorized signatures of Holdings, the Borrower, the Agent and the Required Lenders. (c) All legal matters incidental to this Amendment shall be satisfactory to the Required Lenders, the Agent and Cravath, Swaine & Moore LLP, counsel for the Agent. (d) The Agent shall have received such other documents, instruments and certificates as it or its counsel shall reasonably request. Section 4. AMENDMENT FEE. Holdings and the Borrower agree, jointly and severally, to pay to each Lender that executes and delivers a copy of this Amendment to the Administrative Agent (or its counsel) at or prior to 5:00 p.m., New York City time, on April 28, 2003, an amendment fee (the "AMENDMENT FEE") in an amount equal to 0.25% of the sum of such Lender's Revolving Commitment (whether used or unused) and outstanding Term Loans, in each case as of the Amendment Effective Date. The Amendment Fee shall be payable in immediately available funds on the Amendment Effective Date. Once paid, the Amendment Fee shall not be refundable. Section 5. CREDIT AGREEMENT. Except as specifically stated herein, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof. As used therein, the terms "Agreement", "herein", "hereunder", "hereto", "hereof" and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as modified hereby. The representations, warranties and agreements set forth in Section 4 of this Amendment shall be deemed for all purposes of the Credit Agreement to be incorporated into Articles III and V, respectively, thereof. SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Section 7. COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which, when taken together, shall constitute but one instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. Section 8. EXPENSES. The Borrower agrees to reimburse the Agent for its out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Agent. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written. KANSAS CITY SOUTHERN, by: ----------------------------------------- Name: Title: THE KANSAS CITY SOUTHERN RAILWAY COMPANY, by: ----------------------------------------- Name: Title: JPMORGAN CHASE BANK, individually and as Administrative Agent, Issuing Bank and Swingline Lender, by: ----------------------------------------- Name: Title: Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: by: ----------------------------------------- Name: Title: IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written. KANSAS CITY SOUTHERN, by: /s/ Paul J. Weyandt --------------------------------------- Name: Paul J. Weyandt Title: Vice President and Treasurer THE KANSAS CITY SOUTHERN RAILWAY COMPANY, by: /s/ Paul J. Weyandt --------------------------------------- Name: Paul J. Weyandt Title: Vice President and Treasurer JPMORGAN CHASE BANK, individually and as Administrative Agent, Issuing Bank and Swingline Lender, by: ------------------------------------- Name: Title: IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written. KANSAS CITY SOUTHERN, by: --------------------------------------- Name: Title: THE KANSAS CITY SOUTHERN RAILWAY COMPANY, by: --------------------------------------- Name: Title: JPMORGAN CHASE BANK, individually and as Administrative Agent, Issuing Bank and Swingline Lender, by: /s/ Robert Anastaslo ----------------------------------------- Name: Robert Anastaslo Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: The Bank of Nova Scotia by: /s/ V. H. Gibson --------------------------------------- Name: V. Gibson Title: Assistant Agent Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: MASTER SENIOR FLOATING RATE TRUST By: /s/ Joseph Matteo -------------------------------------- Joseph Matteo Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Longhorn CDO II, LTD. By: Merrill Lynch Investment Managers, L.P. an Investment Advisor By: /s/ Joseph Matteo --------------------------------------- Joseph Matteo Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Longhorn CDO (Cayman) LTD. By: Merrill Lynch Investment Managers, L.P. an Investment Advisor by: /s/ Joseph Matteo -------------------------------------- Joseph Matteo Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated, as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: by: /s/ T. Rodney Sirmons ------------------------------------- Name: T. Rodney Sirmons Title: Manager-Operations Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated, as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: Columbia Management Advisers, Inc (f/k/a Stein Roe & Farnham Incorporated), As Advisor by: /s/ Brian W. Good ------------------------------------- Name: Brian W. Good Title: Sr. Vice President & Portfolio Manager Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated, as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: STEIN ROE FARNHAM CLO I LTD. By: Columbia Management Advisers, Inc (f/k/a Stein Roe & Farnham Incorporated), As Portfolio Manager by: /s/ Brian W. Good ------------------------------------- Name: Brian W. Good Title: Sr. Vice President & Portfolio Manager Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: BANK OF TOKYO-MITSUBISHI TRUST COMPANY by: /s/ J. William Rhodes -------------------------------------- Name: J. William Rhodes Title: VP Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: K2H CNC LLC by: /s/ Dorian Herrera ----------------------------------------- Name: Dorian Herrera Title: Authorized Agent Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: K2H Cypress Tree-1 LLC by: /s/ Dorian Herrera ----------------------------------------- Name: Dorian Herrera Title: Authorized Agent Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: K2H ING-2 LLC by: /s/ Dorian Herrera ----------------------------------------- Name: Dorian Herrera Title: Authorized Agent Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: K2H Pondview LLC by: /s/ Dorian Herrera ----------------------------------------- Name: Dorian Herrera Title: Authorized Agent Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: K2H Soleil-2 LLC by: /s/ Dorian Herrera ---------------------------------------- Name: Dorian Herrera Title: Authorized Agent Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: K2H Sterling LLC by: /s/ Dorian Herrera ----------------------------------------- Name: Dorian Herrera Title: Authorized Agent Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: K2H Waterside LLC by: /s/ Dorian Herrera ---------------------------------------- Name: Dorian Herrera Title: Authorized Agent Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: SEQUILS-Glace Bay, Ltd. By Royal Bank of Canada as Collateral Manager by: /s/ Melissa Marano ----------------------------------------- Name: Melissa Marano Title: Partner Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Bank One, NA by: /s/ Christopher C. Cavalani ----------------------------------------- Name: Christopher C. Cavalani Title: Director Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank UMB Bank, n.a. by: /s/ Terry Dierks ----------------------------------------- Name: Terry Dierks Title: Senior Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Monument Capital Ltd., as Assignee By: Alliance Capital Management L.P., as Investment Manager By: Alliance Capital Management Corporation, as General Partner by: /s/ Nantha K. Suppiah ----------------------------------------- Name: Nantha K. Suppiah Title: Assistant Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: The Bank of New York by: /s/ M. Scott Donaldson ----------------------------------------- Name: M. Scott Donaldson Title: Assistant Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: PROMETHEUS INVESTMENT FUNDING NO. 1 LTD. By: HVB Credit Advisors LLC by: /s/ Irv Roa ---------------------------------------- Name: Irv Roa Title: Director /s/ Elizabeth Tallmadge Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: PROMETHEUS INVESTMENT FUNDING NO. 2 LTD. By: HVB Credit Advisors LLC by: /s/ Irv Roa ----------------------------------------- Name: Irv Roa Title: Director /s/ Elizabeth Tallmadge Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: EATON VANCE SENIOR INCOME TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR by: /s/ Barbara Campbell ----------------------------------------- Name: Barbara Campbell Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: EATON VANCE INSTITUTIONAL SENIOR LOAN FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR by: /s/ Barbara Campbell ----------------------------------------- Name: Barbara Campbell Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: OXFORD STRATEGIC INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR by: /s/ Barbara Campbell ----------------------------------------- Name: Barbara Campbell Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: EATON VANCE CDO III, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR by: /s/ Barbara Campbell ----------------------------------------- Name: Barbara Campbell Title: Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: EATON VANCE CDO IV, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR by: /s/ Barbara Campbell ----------------------------------------- Name: Barbara Campbell Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: CONSTANTINUS EATON VANCE CDO V, LTD BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR by: /s/ Barbara Campbell ----------------------------------------- Name: Barbara Campbell Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: BIG SKY SENIOR LOAN FUND, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR by: /s/ Barbara Campbell ----------------------------------------- Name: Barbara Campbell Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor by: /s/ Barbara Campbell ----------------------------------------- Name: Barbara Campbell Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: GRAYSON & CO BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR by: /s/ Barbara Campbell ----------------------------------------- Name: Barbara Campbell Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Venture II CDO 2002, Limited By its investment advisor, Barclays Bank PLC, New York Branch by: /s/ Kenneth Ostmann ----------------------------------------- Name: Kenneth Ostmann Title: Director Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: SEQUILS - PILGRIM I, LTD By: ING Investments, LLC as its investment manager by: /s/ Brian S. Horton ----------------------------------------- Name: Brian S. Horton Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: ML CLO XV PILGRIM AMERICA (CAYMAN) LTD. By: ING Investments, LLC as its investment manager by: /s/ Brian S. Horton ----------------------------------------- Name: Brian S. Horton Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. By: ING Investments, LLC as its investment manager by: /s/ Brian S. Horton ----------------------------------------- Name: Brian S. Horton Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Harris Trust and Savings Bank by: /s/ George M. Dluhy ----------------------------------------- Name: George M. Dluhy Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: SIMSBURY CLO. LIMITED By: David L. Babson & Company Inc. under delegation authority from Massachusetts Mutual Life Insurance Company as Collateral Manager by: /s/ Russell D. Morrison ----------------------------------------- Name: Russell D. Morrison Title: Managing Director Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc. under delegation authority from Massachusetts Mutual Life Insurance Company as Investment Manager by: /s/ Russell D. Morrison ----------------------------------------- Name: Russell D. Morrison Title: Managing Director Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: SAAR HOLDINGS CDO, LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager by: /s/ Russell D. Morrison ----------------------------------------- Name: Russell D. Morrison Title: Managing Director Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Adviser by: /s/ Russell D. Morrison ----------------------------------------- Name: Russell D. Morrison Title: Managing Director Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: ALLSTATE LIFE INSURANCE COMPANY by: /s/ Jerry D. Zinkula ----------------------------------------- Name: Jerry D. Zinkula Title: Authorized Signatory BY: /s/ Carol L. Kiel ----------------------------------------- Name: Carol L. Kiel Title: Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: AIMCO CDO Series 2000-A by: /s/ Jerry D. Zinkula ----------------------------------------- Name: Jerry D. Zinkula Title: Authorized Signatory BY: /s/ Carol L. Kiel ----------------------------------------- Name: Carol L. Kiel Title: Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank WINGED FOOT FUNDING TRUST by: /s/ Ann E. Morris ----------------------------------------- Name: Ann E. Morris Title: Authorized Agent Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Centurion CDO II, Ltd. By: American Express Asset Management Group, Inc. as Collateral Manager by: /s/ Yvonne E. Stevens ----------------------------------------- Name: Yvonne E. Stevens Title: Senior Managing Director Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Sequils - Centurion V, Ltd. By: American Express Asset Management Group, Inc. as Collateral Manager by: /s/ Yvonne E. Stevens ----------------------------------------- Name: Yvonne E. Stevens Title: Senior Managing Director Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Centurion CDO VI, Ltd. By: American Express Asset Management Group, Inc. as Collateral Manager by: /s/ Yvonne E. Stevens ----------------------------------------- Name: Yvonne E. Stevens Title: Senior Managing Director Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: American Express Certificate Company By: American Express Asset Management Group, Inc. as Collateral Manager by: /s/ Yvonne E. Stevens ----------------------------------------- Name: Yvonne E. Stevens Title: Senior Managing Director Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: IDS Life Insurance Company By: American Express Asset Management Group, Inc. as Collateral Manager by: /s/ Yvonne E. Stevens ----------------------------------------- Name: Yvonne E. Stevens Title: Senior Managing Director Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: LaSalle Bank NA by: /s/ Robert W. Hart ----------------------------------------- Name: Robert W. Hart Title: First Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund by: /s/ Mark Osterheld ----------------------------------------- Name: Mark Osterheld Title: Assistant Treasurer Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: AMMC CDO I, LIMITED By: American Money Management Corp., as Collateral Manager by: /s/ David P. Meyer ----------------------------------------- Name: David P. Meyer Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: U.S. Bank, National Association by: /s/ John P. Mills ----------------------------------------- Name: John P. Mills Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: AERIES FINANCE-II LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Managing Agent by: /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor by: /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: AVOLON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor by: /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: CERES II FINANCE LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Managing Agent (Financial) by: /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. As Investment Advisor by: /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. As Investment Adviser by: /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: INVESCO CBO 2000-1 LTD. By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor by: /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc. As Collateral Manager by: /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: SARATOGA CLO I, LIMITED By: INVESCO Senior Secured Management, Inc. As Asset Manager by: /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Galaxy CLO 1999-1, Ltd. by: /s/ W. Jeffrey Baxter ----------------------------------------- Name: W. Jeffrey Baxter Title: Authorized Agent Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: OLYMPIC FUNDING TRUST, SERIES 1999-1 by: /s/ Diana M. Himes ----------------------------------------- Name: Diana M. Himes Title: Authorized Agent Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Franklin CLO II, Limited by: /s/ Richard D'Addario ----------------------------------------- Name: Richard D'Addario Title: Senior Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Franklin CLO I, Limited by: /s/ Richard D'Addario ---------------------------------------- Name: Richard D'Addario Title: Senior Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Franklin CLO III, Limited by: /s/ Richard D'Addario ----------------------------------------- Name: Richard D'Addario Title: Senior Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Franklin CLO IV, Limited by: /s/ Richard D'Addario ----------------------------------------- Name: Richard D'Addario Title: Senior Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Franklin Floating Rate Master Series by: /s/ Richard D'Addario ----------------------------------------- Name: Richard D'Addario Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: OCTAGON INVESTMENT PARTNERS IV, LTD. By: Octagon Credit Investors, LLC as collateral manager by: /s/ Michael B. Nechamkin ----------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: OCTAGON INVESTMENT PARTNERS V, LTD. By: Octagon Credit Investors, LLC as Portfolio Manager by: /s/ Michael B. Nechamkin ----------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: OCTAGON INVESTMENT PARTNERS III, LTD. By: Octagon Credit Investors, LLC as Portfolio Manager by: /s/ Michael B. Nechamkin ----------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: OCTAGON INVESTMENT PARTNERS II, LLC By: Octagon Credit Investors, LLC as sub-investment manager by: /s/ Michael B. Nechamkin ------------------------------------------ Name: Michael B. Nechamkin Title: Portfolio Manager Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: THE CITGROUP/EQUIPMENT FINANCING, INC. by: /s/ Katie J. Saunders ----------------------------------------- Name: Katie J. Saunders Title: Senior Credit Analyst Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: THE INTERNATIONAL COMMERCIAL BANK OF CHINA, CHICAGO BRANCH by: /s/ Kwei-Lin Ho ----------------------------------------- Name: Kewi-Lin Ho Title: VP & General Manger Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: TORONTO DOMINION (NEW YORK), INC. by: /s/ Stacey Malek ----------------------------------------- Name: Stacey Malek Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: JPMorgan Chase Bank by: /s/ Robert Anastasio ----------------------------------------- Name: Robert Anastasio Title: Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: PINEHURST TRADING, INC. by: /s/ Diana M. Himes ----------------------------------------- Name: Diana M. Himes Title: Assistant Vice President Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: by: /s/ Jeffrey H. Fishman ----------------------------------------- Name: Jeffrey H. Fishman Title: VP, Credit Administration Diamond Lease (U.S.A.), Inc. Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Institution: Hytron Financial Corp. by: /s/ Anne E. Sullivan ----------------------------------------- Name: Anne E. Sullivan Title: Mgr., Credit & Operations Signature Page to Second Amendment dated as of April 28, 2003 to the to the Amended and Restated Credit Agreement dated as of June 12, 2002 among Kansas City Southern, The Kansas City Southern Railway Company, the Lenders party thereto and JPMorgan Chase Bank Name of Lender: The Siam Commercial Bank PCL, Singapore Branch by: /s/ Nattapong Samit-Ampaipisarn ----------------------------------------- Name: Nattapong Samit-Ampaipisarn Title: SVP & General Manager by: /s/ Ronald Tay ----------------------------------------- Name: Ronald Tay Title: Head of Corporate & Institutional Banking