EMPLOYMENT AGREEMENT (Amended and Restated January 1, 2001)Employment Agreement • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating
THIS AGREEMENT, made and entered into as of this 1st day of January, 2001, by and between Kansas City Southern Industries, Inc., a Delaware corporation (“KCSI”) and William J. Wochner, an individual (“Executive”).
Participation Agreement (KCSR 2007-1) dated as of September 27, 2007 among The Kansas City Southern Railway Company, as Lessee KCSR 2007-1 Statutory Trust, acting through U.S. Bank Trust National Association, not in its individual capacity, but solely...Participation Agreement • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating
This Participation Agreement (KCSR 2007-1), dated as of September 27, 2007 (this “Agreement” or this “Participation Agreement”), among (i) The Kansas City Southern Railway Company, a Missouri corporation (herein, together with its successors and permitted assigns, called the “Lessee”), (ii) KCSR 2007-1 Statutory Trust, a Connecticut statutory trust (the “Trust”), acting through U.S. Bank Trust National Association, a national banking association, not in its individual capacity, but solely as trustee of the Trust created under the Trust Agreement (as hereinafter defined) (in its capacity as Owner Trustee, together with its successors and permitted assigns, called the “Owner Trustee”), (iii) U.S. Bank Trust National Association, a national banking association, only in its individual capacity as expressly provided herein (herein, together with its successors and permitted assigns, called “Trust Company” ), (iv) GS Leasing (KCSR 2007-1) LLC, a Delaware limited liability company (herein, to
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating
This Addendum to Employment Agreement (“Addendum”) dated the day of August 18, 2004 is between The Kansas City Southern Railway Company, a Missouri corporation (“Railway”), Kansas City Southern, a Delaware corporation (“KCS”) (“formerly known as Kansas City Southern Industries, Inc.”) and Michael R. Haverty, an individual (“Executive”).
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating
This Addendum to Employment Agreement (“Addendum”) dated the day of August 18, 2004 is between Kansas City Southern, a Delaware corporation (“KCS”), formerly known as Kansas City Southern Industries, Inc. or KCSI and William J. Wochner, an individual (“Executive”).
Equipment Lease Agreement (KCSR 2007-1) dated as of September 27, 2007 between KCSR 2007-1 Statutory Trust, acting through U.S. Bank Trust National Association, not in its individual capacity, but solely as Owner Trustee, Lessor and The Kansas City...Equipment Lease Agreement • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating • New York
This Equipment Lease Agreement (KCSR 2007-1), dated as of September 27, 2007 (this "Lease”), between the KCSR 2007-1 Statutory Trust, a Connecticut statutory trust (“Lessor”), acting through U.S. Bank Trust National Association, a national banking association, not in its individual capacity except as expressly stated herein, but solely as trustee created under the Trust Agreement (as hereinafter defined) (in its individual capacity "Trust Company” and as Owner Trustee, together with its permitted successors and assigns, called the “Owner Trustee”), and The Kansas City Southern Railway Company, a Missouri corporation (“Lessee”),
KANSAS CITY SOUTHERN 1991 AMENDED AND RESTATED STOCK OPTION AND PERFORMANCE AWARD PLAN (As Amended and Restated Effective as of August 7, 2007) RESTRICTED SHARES AWARD AGREEMENTStock Option and Performance Award • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating • Delaware
By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards to you, [Name], an employee of the Company or a Subsidiary, as Grantee, that number of shares (“Restricted Shares”) of the Company’s Common Stock, $.01 par value, set forth below, subject to the terms and conditions set forth below and in the attached Exhibit A hereto and in the Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan (As Amended and Restated Effective as of August 7, 2007), as may from time to time be amended (the “Plan”), all of which are an integral part of this Agreement.
AMENDMENT No. 1 and WAIVER No. 1 to CREDIT AGREEMENT dated as of December 19, 2007 among KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., as Borrower, ARRENDADORA KCSM, S. DE R.L. DE C.V., as Guarantor, CERTAIN LENDERS, and BANK OF AMERICA, N.A., as...Credit Agreement • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating • New York
THIS AMENDMENT No. 1 AND WAIVER NO. 1 TO CREDIT AGREEMENT, dated as of December 19, 2007 (this “Amendment”), is entered into among KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., a corporation with variable capital (sociedad anónima de capital variable) organized under the laws of Mexico (the “Borrower”), ARRENDADORA KCSM, S. DE R.L. DE C.V., a corporation with variable capital (sociedad de responsabilidad limitada de capital variable) organized under the laws of Mexico (the “Guarantor”), each of the lenders that is a signatory hereto under the caption “LENDERS” on the signature pages hereto and each other Person that becomes a “Lender” after the date hereof pursuant to Section 11.8(b) of the Credit Agreement, and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO THE SECURITY AGREEMENTThe Security Agreement • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating • New York
AMENDMENT NO. 1 TO THE SECURITY AGREEMENT (this “Amendment No. 1”) among The Kansas City Southern Railway Company, a Missouri corporation, (the “Borrower”), Kansas City Southern, a Delaware corporation (the “Parent”), the subsidiary grantors listed on the signature page hereof (together with the Borrower and the Parent, the “Grantors”), The Bank of Nova Scotia (“BNS”), as collateral agent and administrative agent (the “Collateral Agent”) and the Lender Parties. Terms not otherwise defined in this Amendment No. 1 shall have the meaning specified in the Restatement (as defined below).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating
THIS AMENDMENT to Amended and Restated Employment Agreement, made and entered into effective as of January 1, 2005, by and among The Kansas City Southern Railway Company, a Missouri corporation (“Railway”), Kansas City Southern, a Delaware corporation (“KCS”) and Michael R. Haverty, an individual (“Executive”).
KANSAS CITY SOUTHERN 1991 AMENDED AND RESTATED STOCK OPTION AND PERFORMANCE AWARD PLAN (As Amended and Restated Effective as of August 7, 2007) RESTRICTED SHARES AWARD AND PERFORMANCE SHARES AWARD AGREEMENTStock Option and Performance Award • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating • Delaware
By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards to you, [Name], an employee of the Company or of a Subsidiary, as Grantee, the number of Restricted Shares of the Company’s Common Stock, $.01 par value, set forth below (“Restricted Shares”), and the number of Performance Shares set forth below for each specified Performance Period, which Performance Shares represent a conditional right to receive a number of shares of the Company’s Common Stock, $.01 par value, determined by the satisfaction of target performance goals for a applicable Performance Period (“Performance Shares”). This Award of Restricted Shares and this Award of target Performance Shares are subject to the terms and conditions set forth below and in the attached Exhibit A hereto and in the Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan (As Amended and Restated Effective as of August 7, 2007), as may from time to time be amended (the “Plan”), a
KANSAS CITY SOUTHERN 1991 AMENDED AND RESTATED STOCK OPTION AND PERFORMANCE AWARD PLAN (As Amended and Restated Effective as of August 7, 2007) RESTRICTED SHARES AWARD AGREEMENTStock Option and Performance Award • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating • Delaware
By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards to you, [Name], a consultant to the Company or a Subsidiary, as Grantee, that number of shares (“Restricted Shares”) of the Company’s Common Stock, $.01 par value, set forth below, subject to the terms and conditions set forth below and in the attached Exhibit A hereto and in the Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan (As Amended and Restated Effective as of August 7, 2007), as may from time to time be amended (the “Plan”), all of which are an integral part of this Agreement.
KANSAS CITY SOUTHERN 1991 AMENDED AND RESTATED STOCK OPTION AND PERFORMANCE AWARD PLAN (As Amended and Restated Effective as of May 5, 2005) RESTRICTED SHARES AWARD AGREEMENTStock Option and Performance Award • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating • Delaware
By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards to you, «First_Name» «Middle_Name» «Last_Name», an employee of the Company or a Subsidiary, as Grantee, that number of shares (“Restricted Shares”) of the Company’s Common Stock, $.01 par value, set forth below, subject to the terms and conditions set forth below and in the attached Exhibit A hereto and in the Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan (As Amended and Restated Effective as of May 5, 2005), as may from time to time be amended (the “Plan”), all of which are an integral part of this Agreement.
KANSAS CITY SOUTHERN de MÉXICO, S.A. de C.V. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating • New York
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