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:
<PAGE>

                              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:
<PAGE>



          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:

<PAGE>
          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


<PAGE>
                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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



<PAGE>
                              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


<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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


<PAGE>
                              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


<PAGE>
                              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


<PAGE>
                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>
                              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:

<PAGE>
                              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

<PAGE>
                              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


<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>

                              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


<PAGE>
                              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

<PAGE>
                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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


<PAGE>

                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>

                              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

<PAGE>

                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>

                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>
                              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

<PAGE>

                              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

<PAGE>
                              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

<PAGE>
                              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
<PAGE>

                              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
<PAGE>

                              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

<PAGE>
                              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.

<PAGE>

                              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

<PAGE>

                              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