AMENDMENT AND WAIVER TO CREDIT AGREEMENT

Confidential Treatment Requested

EXECUTION COPY

AMENDMENT AND WAIVER NO. 2 TO THE CREDIT AGREEMENT

Dated as of September 30, 2005

          AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (this “ Amendment No. 2 ”) among The Kansas City Southern Railway Company, a Missouri corporation, (the “ Borrower ”), Kansas City Southern, a Delaware corporation (the “ Parent ”), the subsidiary guarantors listed on the signature page hereof (the “ Subsidiary Guarantors ”), the Lender Parties (as hereinafter defined) party hereto, The Bank of Nova Scotia (“ BNS ”), as collateral agent (the “ Collateral Agent ”) and BNS, as administrative agent (the “ Administrative Agent ”; together with the Collateral Agent, the “ Agents ”).

PRELIMINARY STATEMENTS:

          (1) The Borrower, the Parent, the Subsidiary Guarantors, certain financial institutions and other persons from time to time parties thereto (collectively, the “ Lender Parties ”), the Agents, Morgan Stanley Senior Funding, Inc. (“ Morgan Stanley ”), as syndication agent, BNS and Morgan Stanley, as joint lead arrangers and joint bookrunners, and Harris N.A. (as successor by merger with Harris Trust and Savings Bank), as documentation agent, have entered into that certain Credit Agreement dated as of March 30, 2004 (as amended by Amendment No. 1 and as otherwise amended, restated, supplemented or otherwise modified, the “ Credit Agreement ”; capitalized terms used herein but not defined shall be used herein as defined in the Credit Agreement).

          (2) The Borrower has requested that the Revolving Credit Facility be increased in an amount equal to $25,000,000 in excess of the principal amount of the Revolving Credit Facility under the Credit Agreement prior to the effectiveness of this Amendment No. 2.

          (3) Each Person who executes and delivers this Amendment No. 2 as an additional Revolving Credit Lender (each, an “ Additional Revolving Credit Lender ”), will make a commitment on the Amendment No. 2 Effective Date (as hereinafter defined) in an aggregate principal amount equal to the amount set forth opposite its name on Schedule I to the Credit Agreement, as amended as of the Amendment No. 2 Effective Date (as hereinafter defined) (the “ Amended Schedule I ”) (a copy of which has been delivered to the Borrower).

          (4) The Borrower has requested that the Lenders amend the Credit Agreement (a) to effect the changes described above and (b) to make other amendments set forth below.

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Portions of this document appearing on pages 5, 6, 8, 9, 10 and 12 and containing the symbol * * * indicate omitted information that has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

          (5) The Lenders and the Additional Revolving Credit Lenders (as defined in this Amendment No. 2) have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement in certain respects as set forth below.

          NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

          SECTION 1. Amendment of Credit Agreement . The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 3 of this Amendment No. 2, hereby amended as follows:

    (a) Section 1.01 of the Credit Agreement is hereby amended as follows:

    (i) By amending and restating the definition of “ Amended Schedule I ” in its entirety as follows:

    “ Amended Schedule I ” has the meaning specified in Amendment No. 2.”

    (ii) By amending and restating clause (a)(ii) of the definition of “ Applicable Margin ” in its entirety to read as follows:

    “(ii) thereafter, a percentage per annum determined by reference to the Leverage Ratio, as set forth below:

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    (iii) By amending and restating clause (b) of the definition of “ Applicable Margin ” in its entirety to read as follows:

“(b) in respect of the Term B1 Facility, 0.50% per annum for Base Rate Advances and 1.50% per annum for Eurodollar Rate Advances.”

    (iv) By amending and restating the definition of “ Initial Swing Line Bank ” in its entirety as follows:

““ Initial Swing Line Bank ” means the bank listed on the signature page to Amendment No. 2 as the Initial Swing Line Bank.”

    (v) By amending and restating the definition of “ Material Debt ” in its entirety and inserting the following definition in its place:

“ Material Debt ” means (i) Debt (other than the Obligations hereunder) of the Parent or its Subsidiaries in an aggregate principal amount exceeding $20,000,000 or (ii) obligations in respect of any Hedge Agreement of the Parent or its Subsidiaries in an aggregate principal amount exceeding $50,000,000. For purposes of determining Material Debt, the “principal amount” of the obligations of Parent or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Parent or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.”

    (vi) By amending and restating clause (b) of the definition of “ Net Cash Proceeds ” in its entirety and inserting the following definition in its place:

“(b) with respect to the incurrence or issuance of any Debt by the Parent or any of its Subsidiaries (other than Debt permitted pursuant to Section 5.02(b)(i), (ii), (iii) and (iv)), the excess of (i) the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance over (ii) the underwriting discounts and commissions or other similar payments, and other out-of-pocket costs, fees, commissions, premiums and expenses incurred by the Parent or any of its Subsidiaries in connection with such incurrence or issuance to the extent such amounts were not deducted in determining the amount referred to in clause (i).”

    (vii) By appending a new clause (c) to the definition of “ Net Cash Proceeds ” as follows:

    “(c) with respect to the incurrence or issuance of any Debt by the Parent or any of its Subsidiaries pursuant to Section 5.02(b)(v), the sum of (i) the first $100,000,000 in cash and Cash Equivalents received in connection with such incurrence or issuance, (ii)

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any amount of such cash and Cash Equivalents received not used to prepay the then outstanding Revolving Credit Advances under the Revolving Credit Facility in accordance with Section 2.06(a) and (iii) any amount of such cash and Cash Equivalents received not used to repay that certain $35,000,000 note owed to Grupo TMM SA de CV in connection with the acquisition Grupo TFM SA de CV.”

    (viii) The proviso in the definition of “ EBITDA ” is hereby amended in its entirety as follows:

“; provided , however , that EBITDA shall exclude (i) non-cash charges not to exceed $26,000,000 in the aggregate for the periods ending, June 30, 2003, September 30, 2003, December 31, 2003 and March 31, 2004, including, without limitation, non-cash charges consisting of debt issuance costs, claims adjustments and accounting changes, (ii) without duplication of any applicable amounts pursuant to immediately preceding clause (i), non-cash charges not to exceed $5,000,000 in the aggregate per annum arising from debt issuance costs, claims adjustments and accounting changes, and (iii) expenses incurred in connection with the Grupo TFM Acquisition in an amount not to exceed $20,000,000.”

    (ix) The phrase “to the extent permitted pursuant to Section 5.02(m)” in clause (d)(i) of the definition of “ Excess Cash Flow ” is deleted in its entirety.

    (x) By amending and restating the definition of “ Prepayment Date ” in its entirety and inserting the following definition in its place:

““ Prepayment Date ” means with respect to any cash receipts from a transaction described in clause (a) or (b) of the definition of “Net Cash Proceeds”, (x) other than in the case of the incurrence or issuance of Debt pursuant to Section 5.02(b)(v), the third Business Day, and (y) in the case of the incurrence or issuance of Debt pursuant to Section 5.02(b)(v), the 105 ^th day, in each case, following the date of the receipt of such Net Cash Proceeds by the Parent or any of its Subsidiaries or, if any cash receipts from a transaction described in clause (a) of the definition of “Net Cash Proceeds” are not deemed to be Net Cash Proceeds pursuant to the penultimate proviso of such clause and are not reinvested in the business of the Borrower and its Subsidiaries within 360 days after the date of receipt thereof, the date which is 360 days following the date of receipt of such cash receipts.”

    (xi) By amending and restating the definition of “ Revolving Credit Commitment ” in its entirety and inserting the following definition in its place:

“ Revolving Credit Commitment ” means, collectively, (a) with respect to each Revolving Credit Lender, the amount set forth opposite such

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Lender’s name on Amended Schedule I under the caption “ Total Revolving Credit Commitment ” and (b) if any such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d), in each case, as such Lender’s “ Total Revolving Credit Commitment ”, may be reduced at or prior to such time pursuant to Section 2.05.”

    (xii) By amending and restating the definition of “ Senior Secured Debt ” in its entirety as follows:

““ Senior Secured Debt ” means any Debt that is pari passu with the Debt under the Loan Documents and secured on a first priority basis; provided that, all Debt incurred to purchase newly-acquired equipment to the extent such newly-acquired equipment is subject to a Sale and Leaseback Transaction shall not constitute “Debt” for the purposes of this definition if such transaction is consummated on or prior to the 105 ^th day of the acquisition of such newly-acquired equipment subject to such Sale and Leaseback Transaction.”

    (xiii) By inserting the phrase * * * (except that, for purposes of (x) Section 5.02(o) and (y) in the calculation of EBITDA (to the extent attributable to the Borrower based on the Borrower’s pro rata share of the outstanding Equity Interests of * * *

    (xiv) By inserting the following new definitions therein in the appropriate alphabetical order:

“ Additional Revolving Credit Commitment ” means, with respect to an Additional Revolving Credit Lender, the commitment of such Additional Revolving Credit Lender to make Revolving Credit Advances in an amount in US Dollars set forth next to the name of such Additional Revolving Credit Lender on Amended Schedule I thereto under the caption “ Additional Revolving Credit Commitment ”. The aggregate amount of the Additional Revolving Credit Commitments shall be equal to $25,000,000.

“ Additional Revolving Credit Lender ” means a Person with an Additional Revolving Credit Commitment to make Revolving Credit Advances to the Borrower, it being understood that an Additional Revolving Credit Lender may be an Original Revolving Credit Lender.

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“ Amendment No. 2 ” means the Amendment No. 2 to the Credit Agreement, dated as of September 30, 2005, among the Borrower, the Agents and the Lenders party thereto.

“ Amendment No. 2 Effective Date ” means September 30, 2005.

“ Commitment Fee ” has the meaning specified in Section 2.08(a).

* * *

* * *

“ Non-Consenting Lender ” means, in the event that the Required Lenders have agreed to any consent, waiver or amendment pursuant to Section 9.01 that requires the consent of one or more Lenders in addition to the Required Lenders, any Lender who is entitled to agree to such consent, waiver or amendment but who does not so agree.

“ Non-Core Business Subsidiary ” means any single domestic Subsidiary of the Borrower and any of such Subsidiary’s respective Subsidiaries conducting business of a nature distinct from that of the Loan Parties.

“ Original Revolving Credit Advance ” means a “ Revolving Credit Advance ” as defined in Section 1.01 of this Credit Agreement, as in effect prior to the Amendment No. 2 Effective Date.

“ Original Revolving Credit Lender ” means a “ Revolving Credit Lender ” as defined in Section 1.01 of this Credit Agreement, as in effect prior to the Amendment No. 2 Effective Date.”

“ Original Revolving Credit Commitment ” means for each Original Revolving Credit Lender executing Amendment No. 2 the outstanding principal amount of its Original Revolving Credit Advances, immediately prior to the effectiveness of Amendment No. 2.

    (b) Section 2.01(b) of the Credit Agreement is hereby amended by deleting “$5,000,000” in the seventh line thereof and replacing it with “$2,000,000”.

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    (c) Section 2.02(a) of the Credit Agreement is hereby amended by (i) deleting “11:00 A.M.” in the second line thereof and replacing it with “1:00 P.M.” and (ii) deleting “10:00 A.M.” in the fourth line thereof and replacing it with “12:00 P.M.”.

    (d) Section 2.02 of the Credit Agreement is hereby amended by adding at the end thereof a new subsection (g) as follows:

“(g) On the Amendment No. 2 Effective Date, (i) in connection with any Revolver Credit Borrowing on such date, the Additional Revolving Credit Lender shall make an Advance in respect of such Revolving Credit Borrowing (up to the maximum amount thereof) or (ii) in any other case, the Additional Revolving Credit Lender and the Original Revolving Credit