THE KANSAS CITY SOUTHERN RAILWAY COMPANY 13% Senior Notes due 2013 UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2008 • Kansas City Southern • Railroads, line-haul operating • New York
The Kansas City Southern Railway Company , a Missouri corporation (the “Company”) and wholly owned subsidiary of Kansas City Southern, a Delaware corporation (the “Parent”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) among the Company, the Parent, the entities named in Schedule III hereto as guarantors (collectively, and together with the Parent, the “Guarantors”) and the Trustee identified in Schedule I hereto (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.
13% Senior Notes due 2013Kansas City Southern • December 19th, 2008 • Railroads, line-haul operating • New York
INDENTURE dated as of December 18, 2008, among The Kansas City Southern Railway Company, a Missouri corporation (the “Company”), Kansas City Southern (the “Parent”), Gateway Eastern Railway Company, PABTEX GP, LLC, PABTEX I, L.P., SIS Bulk Holding, Inc., Southern Development Company, Southern Industrial Services, Inc., and Trans-Serve, Inc. (collectively, including the Parent, the “Note Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
