EX-4.3



 Exhibit 4.3 

EXECUTION VERSION 
 SECOND
SUPPLEMENTAL INDENTURE 
 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 23,
2015 (the “Effective Date”), among THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation (the “Company”), the guarantors party hereto (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION
(the “Trustee”), as trustee under the Indenture referred to below. 
 WITNESSETH: 

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee a Base Indenture, dated as of July 27, 2015
(the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of July 27, 2015 (the “First Supplemental Indenture”; the Base Indenture, as amended by the First Supplemental Indenture,
the “Indenture”) with respect to the issuance by the Company of its 4.95% Senior Notes due 2045 (the “Notes”); 

WHEREAS, Section 11.02(a) of the Base Indenture provides that, with the consent of the Holders (as defined in the Indenture) of a
majority in aggregate principal amount of the then outstanding Notes, the Company, the Guarantors and the Trustee may amend the Indenture as set forth therein; 

WHEREAS, pursuant to a Confidential Offering Memorandum and Consent Solicitation Statement, dated November 9, 2015 (the “Offering
Memorandum”), Kansas City Southern (“KCS”), on behalf of the Company, offered to exchange (the “Exchange Offer”) all outstanding Notes for notes to be issued by KCS and cash and solicited consents (the
“Consent Solicitation”) to the amendments to the Indenture described herein (the “Amendments”); 

WHEREAS, Holders of a majority in aggregate principal amount of the outstanding Notes have consented to the Amendments by tendering and not
withdrawing their Notes in the Exchange Offer and by delivering and not revoking consents to the Amendments pursuant to the terms of the Offering Memorandum, as evidenced by a certificate of D.F. King & Co., Inc. of even date hereof
provided to the Company and the Trustee; 
 WHEREAS, the Company, the Guarantors and the Trustee are entering into this Supplemental
Indenture in order to effect the Amendments; and 
 WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate
action on the part of the Company, the Guarantors and the Trustee. 
 NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders as follows: 

ARTICLE I 
 AMENDMENT OF THE
INDENTURE 
 1.01. Amendments to Defined Terms in the Indenture. Any defined term appearing in Section 1.01 of the Base
Indenture or Section 1.02 of the First Supplemental Indenture, and all references thereto, that is used solely in the sections, subsections or provisions of the Indenture deleted from the Indenture by virtue of Section 1.02 of this
Supplemental Indenture shall be deleted in its entirety from Section 1.01 of the Base Indenture or Section 1.02 of the First Supplemental Indenture, as applicable. 







 1.02. Amendments to the Indenture. Subject to Section 2.02 hereof, the Indenture is
amended as follows: 
 (a) Each of the following Sections of the First Supplemental Indenture is hereby deleted in its entirety and replaced
in lieu thereof with the word “[Reserved]”: 
 SECTION 4.06 Limitation on Liens. 

SECTION 4.07 Offer to Repurchase Upon Change of Control Repurchase Event. 

SECTION 4.08 Additional Guarantors. 

SECTION 4.09 Reports. 

(b) Solely with respect to the Notes, clause (b) of Section 5.01 of the Base Indenture is hereby deleted in its entirety and
replaced in lieu thereof with the word “[Reserved]”. 
 (c) Solely with respect to the Notes, each of Sections 6.01(c),
(d) and (e) of the Base Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”. 

ARTICLE II 
 MISCELLANEOUS 

2.01. Effect of Supplemental Indenture. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full
force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental
Indenture. 
 2.02. Effectiveness. The provisions of this Supplemental Indenture shall be effective upon execution and delivery of
this instrument by the parties hereto. However, the Amendments shall become operative only at such time as the Company accepts a majority in aggregate principal amount of Notes then outstanding for exchange in the Exchange Offer. 

2.03. Concerning the Trustee. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but only
upon the terms and conditions set forth in the Indenture, as hereby amended, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee in the performance of its duties and obligations under the
Indenture, as hereby amended. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company, and not of the Trustee. 

2.04. Governing Law. This Supplemental Indenture shall be governed by the laws of the State of New York. 

2.05. Separability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

  
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 2.06. Definitions; Effect of Headings. All capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Indenture. The section headings herein are for convenience only and shall not effect the construction thereof. 

2.07. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which will be deemed to be an
original, but all such counterparts together will constitute one and the same instrument. 
 2.08. Trust Indenture Act Controls. If
and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in the Indenture or this Supplemental Indenture
by operation of Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control. 
 [signature page
follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

					
	THE KANSAS CITY SOUTHERN RAILWAY COMPANY, as the Issuer
		
	By:	 	 /s/ Michael W. Cline

		 	Name:	 	Michael W. Cline
		 	Title:	 	Vice President & Treasurer
	
	KANSAS CITY SOUTHERN, as Guarantor
		
	By:	 	 /s/ Michael W. Upchurch

		 	Name:	 	Michael W. Upchurch
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	GATEWAY EASTERN RAILWAY COMPANY, as Guarantor
		
	By:	 	 /s/ Michael W. Cline

		 	Name:	 	Michael W. Cline
		 	Title:	 	Vice President and Treasurer
	
	SOUTHERN DEVELOPMENT COMPANY, as Guarantor
		
	By:	 	 /s/ Michael W. Upchurch

		 	Name:	 	Michael W. Upchurch
		 	Title:	 	Vice President, Chief Financial Officer and Treasurer
	
	THE KANSAS CITY NORTHERN RAILWAY COMPANY, as Guarantor
		
	By:	 	 /s/ Michael W. Cline

		 	Name:	 	Michael W. Cline
		 	Title:	 	Vice President and Treasurer
	
	TRANS-SERVE, INC., as Guarantor
		
	By:	 	 /s/ Michael W. Cline

		 	Name:	 	Michael W. Cline
		 	Title:	 	Vice President and Treasurer



  
 Signature Page –
Supplemental Indenture (KCSR 2045 Notes) 








 
					
	KCS HOLDINGS I, INC., as Guarantor
		
	By:	 	 /s/ Michael W. Cline

		 	Name:	 	Michael W. Cline
		 	Title:	 	Vice President and Treasurer
	
	KCS VENTURES I, INC., as Guarantor
		
	By:	 	 /s/ Michael W. Cline

		 	Name:	 	Michael W. Cline
		 	Title:	 	Vice President and Treasurer
	
	SOUTHERN INDUSTRIAL SERVICES, INC., as Guarantor
		
	By:	 	 /s/ Michael W. Upchurch

		 	Name:	 	Michael W. Upchurch
		 	Title:	 	Vice President, Chief Financial Officer and Treasurer
	
	VEALS, INC., as Guarantor
		
	By:	 	 /s/ Michael W. Upchurch

		 	Name:	 	Michael W. Upchurch
		 	Title:	 	Vice President, Chief Financial Officer and Treasurer
	
	PABTEX, INC., as Guarantor
		
	By:	 	 /s/ Michael W. Upchurch

		 	Name:	 	Michael W. Upchurch
		 	Title:	 	Vice President, Chief Financial Officer and Treasurer



  
 Signature Page –
Supplemental Indenture (KCSR 2045 Notes) 








 
					
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Michael M. Hopkins

		 	Name:	 	Michael M. Hopkins
		 	Title:	 	Vice President



  
 Signature Page –
Supplemental Indenture (KCSR 2045 Notes)