KANSAS CITY SOUTHERNUnderwriting Agreement • May 4th, 2018 • Kansas City Southern • Railroads, line-haul operating • New York
The Securities will be issued pursuant to an indenture, dated December 9, 2015 (the “Base Indenture”), among the Company, as issuer, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Securities will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). Pursuant to the Indenture, the Notes will be guaranteed (the “Guarantees” and, together with the Notes, the “Securities”), jointly and severally, on a senior unsecured, unconditional basis by the entities listed on Schedule B hereto (the “Guarantors”).
