EX-4.6



 Exhibit 4.6 

Dated as of December 9, 2015 

Fifth Supplemental Indenture 

among 
 Kansas City Southern,

 as Issuer 
 Each of the
Guarantors Party Hereto 
 and 

U.S. Bank National Association, 

as Trustee 
 4.30% Senior Notes due
2043 







 FIFTH SUPPLEMENTAL INDENTURE (the “Fifth Supplemental Indenture”), dated as of
December 9, 2015, among KANSAS CITY SOUTHERN, a Delaware corporation (the “Issuer”), the guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the
laws of the United States of America, as Trustee (together with its successors and assigns, in such capacity, the “Trustee”). 

W I T N E S S E T H : 

WHEREAS, the Issuer, the guarantors party hereto and the Trustee have heretofore executed and delivered an Indenture, dated as of
December 9, 2015 (the “Original Indenture” and, as hereby supplemented, the “Indenture”), providing for the issuance from time to time of one or more series of the Issuer’s Securities; 

WHEREAS, pursuant to the terms of the Indenture, the Issuer desires to provide for the establishment of a series of Securities to be
designated as the “4.30% Senior Notes due 2043” (herein referred to as the “4.30% Senior Notes”), the form and substance of the 4.30% Senior Notes and the terms, provisions and conditions thereof to be set forth as
provided in the Original Indenture and this Fifth Supplemental Indenture; 
 WHEREAS, Section 11.01(h) of the Original Indenture
provides that the Issuer and the Trustee may provide for the issuance of additional Securities in accordance with the Original Indenture; 

WHEREAS, Section 2.01 of the Original Indenture provides that various matters with respect to any series of Securities issued under the
Indenture may be established in a supplemental indenture to the Original Indenture; and 
 WHEREAS, all acts and things necessary to make
this Fifth Supplemental Indenture, when duly executed and delivered, a valid and binding instrument in accordance with its terms and for the purposes herein expressed, have been done and performed; and the execution and delivery of this Fifth
Supplemental Indenture have been in all respects duly authorized. 
 NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained and intending to be legally bound, the parties to this Fifth Supplemental Indenture hereby agree as follows: 
 ARTICLE
I 
 RELATION TO INDENTURE; ADDITIONAL DEFINITIONS 

Section 1.01 Relation to Indenture. This Fifth Supplemental Indenture constitutes an integral part of the Indenture. 

Section 1.02 Additional Definitions. For all purposes of this Fifth Supplemental Indenture, capitalized terms used herein
shall have the respective meanings specified below or, if not specified below, shall have the meaning specified in the Original Indenture. 

“4.30% Senior Notes” has the meaning set forth in the second paragraph of the Recitals hereof. 

“Below Investment Grade Ratings Event” means, on any day within the 60-day period (which period shall be extended so long as
the rating of the 4.30% Senior Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (1) the occurrence of a Change of Control or (2) public notice by the Issuer of the
occurrence of a Change of Control or the Issuer’s intention to effect a Change of Control, that the 4.30% Senior Notes are rated below Investment Grade by two of the three Rating Agencies. Notwithstanding the foregoing, a Below


  
 1 








 
Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall
not be deemed a Below Investment Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce
or publicly confirm or inform the Trustee in writing at the Issuer’s request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of
Control (whether or not the applicable Change of Control shall have occurred at the time of the ratings event). 
 “Change of
Control” means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the
Exchange Act), other than the Issuer and its Subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the total Voting Stock of
the Issuer or other Voting Stock into which the Issuer’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares. 

“Change of Control Payment Date” has the meaning assigned to it in Section 4.07(c) hereof. 

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Ratings
Event. 
 “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term (as measured from the date of redemption) (“Remaining Life”) of the 4.30% Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 4.30% Senior Notes. 

“Comparable Treasury Price” means, with respect to any Redemption Date, the average of the Reference Treasury Dealer
Quotations for such Redemption Date. 
 “Consolidated Net Assets” means total assets after deducting therefrom all current
liabilities as set forth on the most recent publicly filed balance sheet of the Issuer and its consolidated subsidiaries and computed in accordance with generally accepted accounting principles. 

“Existing KCSM Notes” means any Floating Rate Senior Notes due 2016, 2.35% Senior Notes due 2020 and 3.00% Senior Notes due
2023, each issued by KCSM. 
 “Global Note” means a Security evidencing all or part of the 4.30% Senior Notes,
substantially in the form attached as Exhibit A. 
 “Guarantors” means each subsidiary of the Issuer that
execute a Note Guarantee, and its successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the Indenture. 

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer. 

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories
of Moody’s), a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P), a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch) and the equivalent
investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Issuer. 







 “Interest Payment Dates” means May 15 and November 15 of each year, or
if any such day is not a Business Day, the next succeeding Business Day, until maturity, beginning on May 15, 2016. 
 “Issue
Date” means December 9, 2015. 
 “Maturity Date” has the meaning set forth in Section 2.03
hereof. 
 “Note Guarantee” means each Guarantee of the obligations with respect to the 4.30% Senior Notes issued by a
Person pursuant to the terms of the Indenture. 
 “Original Indenture” has the meaning set forth in the first paragraph of
the Recitals hereof. 
 “Rating Agency” means (1) each of Moody’s, S&P and Fitch; and (2) if any of
Moody’s, S&P or Fitch ceases to rate the 4.30% Senior Notes or fails to make a rating of the 4.30% Senior Notes publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Issuer (as certified by a resolution of the Issuer’s board of directors) as a replacement agency for Moody’s, S&P or Fitch, or
all of them, as the case may be, with respect to the 4.30% Senior Notes. 
 “Reference Treasury Dealer” means each of
Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC (or their respective affiliates that are primary Government Securities dealers) and their
respective successors; provided, however, that if any Reference Treasury Dealer is not at the applicable time a primary Government Securities dealer (a “Primary Treasury Dealer”), the Issuer shall substitute therefor another
Primary Treasury Dealer selected by it. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue for the 4.30% Senior Notes (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. New York City time on the third Business Day preceding such Redemption Date. 

“Treasury Rate” means, on any Redemption Date, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the applicable Comparable Treasury Issue (if no
maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to such Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum
equal to the semiannual equivalent yield to maturity of the related Comparable Treasury Issue, calculated using a price for that Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. 
 All
references herein to Articles, Sections or Exhibits, unless otherwise specified, refer to the corresponding Articles, Sections or Exhibits of this Fifth Supplemental Indenture. The terms “herein,” “hereof,”
“hereunder” and other words of similar import refer to this Fifth Supplemental Indenture. 







 ARTICLE II 

THE SERIES OF NOTES 

Section 2.01 Title of the Notes. The 4.30% Senior Notes shall be designated as the “4.30% Senior Notes due 2043.”

 Section 2.02 No Limitation on Aggregate Principal Amount. There shall be no limitation on the aggregate principal
amount of 4.30% Senior Notes that may be outstanding. 
 Section 2.03 Stated Maturity. The Stated Maturity of the 4.30%
Senior Notes shall be May 15, 2043 (the “Maturity Date”). 
 Section 2.04 Interest and Interest
Rate. (a) The 4.30% Senior Notes shall bear interest at the rate of 4.30% per annum, and interest will accrue from the most recent Interest Payment Date on which interest has been paid or, if no interest has been paid, from and
including the Issue Date. Such interest shall be payable semiannually in arrears, on the Interest Payment Dates. Interest on the 4.30% Senior Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest accrued
on the 4.30% Senior Notes from the last Interest Payment Date before the Maturity Date shall be payable on the Maturity Date. 
 (b) The
interest so payable on any Interest Payment Date shall be paid to the Persons in whose names the 4.30% Senior Notes are registered at the close of business on the record date for such Interest Payment Date, being the immediately preceding May 1
and November 1, as the case may be. 
 Section 2.05 Place of Payment. The place or places where the principal
of and interest on the 4.30% Senior Notes shall be payable is the office or agency of the Issuer maintained for such purpose, which shall initially be the Corporate Trust Office of the Trustee, and any other place or places designated by the Issuer
pursuant to the Indenture; provided that while the 4.30% Senior Notes are represented by one or more Global Securities registered in the name of the Depositary, or its nominee, the Issuer will cause payments of principal and interest on such
Global Securities to be made to the Depositary or its nominee, as the case may be, by wire transfer to the extent, in the funds and in the manner required by agreements with, or regulations or procedures prescribed from time to time by the
Depositary or its nominee, and otherwise in accordance with such agreements, regulations or procedures. 
 Section 2.06 Place of
Registration or Exchange. The place where the Holders of the 4.30% Senior Notes may present the 4.30% Senior Notes for registration of transfer or exchange and may make notices and demands to or upon the Issuer in respect of the 4.30% Senior
Notes shall be the Corporate Trust Office of the Trustee. 
 Section 2.07 Global Notes. (a) The 4.30% Senior Notes
shall be issuable in whole or in part in the form of one or more Global Notes in definitive, book-entry form, without interest coupons. The Global Note shall be deposited on the Issue Date with, or on behalf of, the Depositary. 

(b) The Depository Trust Company shall initially serve as Depositary with respect to the Global Note. Such Global Note shall bear the legend
set forth in the form attached as Exhibit A. 
 Section 2.08 Form of Securities. The Global Note shall be
substantially in the form attached as Exhibit A. 
 Section 2.09 Additional 4.30% Senior Notes. The Issuer
may issue additional 4.30% Senior Notes under the Indenture. Each of the 4.30% Senior Notes issued on the Issue Date and any additional 4.30% Senior Notes subsequently issued shall each be treated as a single class for all purposes under the
Indenture, unless otherwise provided in the Indenture; provided, however, that any additional 4.30% 







 
Senior Notes that are not fungible with existing 4.30% Senior Notes for U.S. federal income tax purposes will have a separate CUSIP, ISIN and other identifying number from the existing 4.30%
Senior Notes. Unless the context otherwise requires, for all purposes of the Indenture, references to the 4.30% Senior Notes include any additional 4.30% Senior Notes actually issued. 

ARTICLE III 
 REDEMPTION
OF THE 4.30% SENIOR NOTES 
 Section 3.01 Optional Redemption. (a) Prior to November 15, 2042 (the date
that is six months prior to the Maturity Date), the 4.30% Senior Notes will be redeemable in whole or in part at any time and from time to time, at the Issuer’s option, at a redemption price equal to the greater of: 

(i) 100% of the principal amount of the 4.30% Senior Notes to be redeemed and 

(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 4.30% Senior Notes to
be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then-current Treasury Rate, plus 25 basis points;

 plus accrued interest to but excluding the Redemption Date. 

(b) On or after November 15, 2042 (the date that is six months prior to the Maturity Date), the 4.30% Senior Notes will be redeemable in
whole or in part at any time and from time to time, at the Issuer’s option, at a redemption price equal to 100% of the principal amount of the 4.30% Senior Notes to be redeemed plus accrued interest to but excluding the Redemption Date. 

(c) Upon completion of the Exchange Offer, the Issuer may redeem 4.30% Senior Notes which are not exchanged in the Exchange Offer in an amount
up to 2.0% of the original aggregate principal amount of the 4.30% Senior Notes issued at a Redemption Price of 100% of their principal amount plus accrued interest thereon to but excluding the Redemption Date. 

(d) Any redemption pursuant to this Section 3.01 shall be made pursuant to the provisions of Sections 3.01 through 3.07 of the
Original Indenture; provided, however, that if less than all of the 4.30% Senior Notes are to be redeemed at any time, the Trustee (or Registrar if other than the Trustee) will select 4.30% Senior Notes for redemption in compliance
with the requirements of the principal national securities exchange, if any, on which the 4.30% Senior Notes are listed, or if the 4.30% Senior Notes are not listed on a national securities exchange, on a pro rata basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair and appropriate; provided, that no 4.30% Senior Note of $2,000 in principal amount or less shall be redeemed in part; provided, further, redemption notices
may not be mailed less than 3 days prior to a Redemption Date if the notice is issued with respect to 4.30% Senior Notes to be redeemed pursuant to Section 3.01(c). 

Section 3.02 Mandatory Redemption; Sinking Fund Obligations. The Issuer shall have no obligation to redeem or purchase any
4.30% Senior Notes pursuant to any Mandatory Sinking Fund Payment. 







 ARTICLE IV 

COVENANTS 

Additional Covenants. Article IV of the Original Indenture shall be amended by adding the following new Sections thereto as set
forth below for the benefit of the Holders of the 4.30% Senior Notes but no other series of Securities under the Original Indenture, whether now or hereafter issued and outstanding (except as may be provided in a future supplemental indenture to the
Original Indenture): 
 Section 4.06 Limitation on Secured Indebtedness and Indebtedness of Non-Guarantor Subsidiaries.
(a) If the Issuer or any of the Issuer’s Significant Subsidiaries that is a Guarantor creates or permits any lien of any kind upon (1) any stock or indebtedness, whether owned on the Issue Date or thereafter acquired, of any of the
Issuer’s Significant Subsidiaries that is a Guarantor or (2) any indebtedness, whether owned on the Issue Date or thereafter acquired, of the Issuer or any of the Issuer’s Significant Subsidiaries that is a Guarantor, in each case, to
secure any Debt (other than the 4.30% Senior Notes) of the Issuer, any of the Issuer’s Subsidiaries or any other person, the Issuer will cause the outstanding 4.30% Senior Notes to be secured equally and ratably with that Debt, unless the
aggregate principal amount of all such secured Debt then outstanding (together with any Debt outstanding under clauses (i), (iii), (iv) and (v) of Section 4.06(b)) would not exceed 10.0% of the Issuer’s Consolidated Net
Assets. Subject to Section 4.06(b), this Section 4.06 does not (i) restrict any other property of the Issuer or its Subsidiaries or (ii) prohibit the sale by the Issuer or any of its Subsidiaries of any stock or
indebtedness of any Subsidiary, including any Significant Subsidiary. 
 (b) The Issuer shall not permit any of its Subsidiaries that is not
a Guarantor to incur any Debt, except: 
 (i) Debt with a final maturity of not more than 365 days; 

(ii) intercompany Debt owed to the Issuer or any of its Subsidiaries; 

(iii) Debt of any joint venture to which the Issuer or any of its Subsidiaries is a party; 

(iv) any Existing KCSM Notes and any Secured Debt of any Subsidiary of the Issuer that is not a Guarantor, in each case,
outstanding on the Issue Date; and 
 (v) Debt not otherwise permitted by this Section 4.06(b) in an aggregate
principal amount, at any one time outstanding, not to exceed $150.0 million less the aggregate principal amount of any Existing KCSM Notes outstanding at the time of such incurrence (but not less than $0); 

provided that, the limitations set forth in this Section 4.06(b) shall not apply to Meridian Speedway, LLC. 

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

(a) If a Change of Control Repurchase Event occurs, the Issuer will be required to make an offer to each Holder of the 4.30% Senior Notes to
repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s 4.30% Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the 4.30% Senior Notes
repurchased plus accrued interest, if any, to but excluding the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control, but after the public announcement of
such Change of Control, the Issuer shall mail to each Holder of the 4.30% Senior Notes, with a copy to the Trustee, a notice: 
 (i)
describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; 







 (ii) offering to repurchase the 4.30% Senior Notes; 

(iii) setting forth the payment date for the repurchase of the 4.30% Senior Notes, which date will be no earlier than 30 days and no later
than 60 days from the date such notice is mailed; 
 (iv) if mailed prior to the date of consummation of the Change of Control, stating
that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice; 

(v) stating that any 4.30% Senior Note not tendered will continue to accrue interest; 

(vi) stating that, unless the Issuer defaults in the payment of the repurchase price, all 4.30% Senior Notes accepted for payment pursuant to
the repurchase offer will cease to accrue interest after the payment date specified in the notice; and 
 (vii) specifying the procedure
for tendering 4.30% Senior Notes. 
 (b) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 4.30% Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of
any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture
by virtue of such conflict. 
 (c) On the repurchase date following a Change of Control Repurchase Event (the “Change of Control
Payment Date”), the Issuer will, to the extent lawful: 
 (i) accept for payment all 4.30% Senior Notes or portions of 4.30%
Senior Notes properly tendered pursuant to the Issuer’s offer; 
 (ii) deposit with the Paying Agent an amount equal to the aggregate
purchase price in respect of all 4.30% Senior Notes or portions of 4.30% Senior Notes properly tendered; and 
 (iii) deliver or cause to
be delivered to the Trustee the 4.30% Senior Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of 4.30% Senior Notes being purchased by the Issuer. 

(d) The Paying Agent will promptly mail to each Holder of 4.30% Senior Notes properly tendered the purchase price for the 4.30% Senior Notes,
and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder of 4.30% Senior Notes a new 4.30% Senior Note equal in principal amount to any unpurchased portion of any 4.30% Senior Notes surrendered;
provided that each new 4.30% Senior Note will be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. 

(e) The Issuer will not be required to make an offer to repurchase the 4.30% Senior Notes upon a Change of Control Repurchase Event if
(i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer set forth in the Indenture and such third party purchases all 4.30% Senior Notes properly
tendered and not withdrawn under its offer or (ii) a notice of redemption for all outstanding 4.30% Senior Notes has been given pursuant to Section 3.03 of the Original Indenture. 







 Section 4.08 Additional Guarantors. The Issuer shall cause each Domestic
Subsidiary that guarantees the Credit Agreement or any other Debt of the Issuer or any of the Issuer’s Significant Subsidiaries that is a Guarantor to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel
satisfactory to the Trustee within 30 days of becoming a Guarantor of such Debt; provided that, for avoidance of doubt, none of KCSM or any other Subsidiary of the Issuer that is not a Domestic Subsidiary shall be required to become a
Guarantor. 
 Section 4.09 Reports. (a) Whether or not the Issuer is required to file reports with the Commission,
the Issuer shall file with the Commission all such reports and other information when and as the Issuer would be required to file with the Commission by Sections 13(a) or 15(d) under the Exchange Act if the Issuer were subject thereto, unless the
Commission does not permit such filings, in which case the Issuer shall provide such reports and other information to the Trustee (within the same time periods that would be applicable if the Issuer were required and permitted to file reports with
the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note Register. The Issuer shall supply the Trustee and each Holder of 4.30% Senior Notes or shall supply to the
Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Notwithstanding the foregoing sentence, the Trustee and each Holder 4.30% Senior Notes shall be deemed to have been supplied the
foregoing reports and other information at the time the Trustee or such Holder may electronically access such reports and other information by means of the Commission’s homepage on the internet or at the Issuer homepage on the internet. 

(b) For so long as any Notes remain outstanding, the Issuer will furnish to the Holders of 4.30% Senior Notes, beneficial owners of the 4.30%
Senior Notes, bona fide prospective investors, securities analysts and market makers, upon their request, the reports described in clause (a) of this Section 4.09 and any other information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act. 
 (c) Delivery of the reports and other information described in clause (a) of this
Section 4.09 to the Trustee is for informational purposes only and the Trustee’s receipt of such reports or other information shall not constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). 

ARTICLE V 

MISCELLANEOUS PROVISIONS 

Section 5.01 Effect of Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 of the Original
Indenture of Covenant Defeasance, the Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 thereof, be released from their obligations under Sections 4.06 and 4.07 hereof
with respect to the outstanding 4.30% Senior Notes on and after the date the conditions set forth in Section 8.04 thereof are satisfied, and the 4.30% Senior Notes will thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that
4.30% Senior Notes will not be deemed outstanding for accounting purposes). 
 Section 5.02 Counterpart Originals.
The Original Indenture, as supplemented by this Fifth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the same instrument. 







 Section 5.03 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
GOVERN AND BE USED TO CONSTRUE THIS FIFTH SUPPLEMENTAL INDENTURE AND THE 4.30% SENIOR NOTES. 
 Section 5.04 TIA
Controls. Prior to the effectiveness of the Registration Statement, this Indenture shall incorporate and be governed by the provisions of the TIA that are required to be part of and to govern indentures qualified under the TIA. After the
effectiveness of the Registration Statement, this Indenture shall be subject to the provisions of the TIA that are required to be a part of this Indenture and shall be governed by such provisions.  

Section 5.05 Severability. In case any provision in this Fifth Supplemental Indenture or the 4.30% Senior Notes 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. 

Section 5.06 Trustee’s Disclaimer. The recitals contained herein shall be taken as the statements of the Issuer, and
the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture, except that the Trustee represents that it is duly authorized to execute and
deliver this Fifth Supplemental Indenture and perform its obligations hereunder. 

*    *    *







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

					
	KANSAS CITY SOUTHERN, as Issuer
		
	By:	 	 /s/ Michael W. Upchurch

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



  
 Signature Page to
Supplemental Indenture (4.30% Senior Notes due 2043) 








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

		 	Name:	 	Michael W. Cline
		 	Title:	 	Vice President and Treasurer
	
	GATEWAY EASTERN RAILWAY COMPANY, as a Guarantor
		
	By:	 	 /s/ Michael W. Cline

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

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

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

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



  
 Signature Page to
Supplemental Indenture (4.30% Senior Notes due 2043) 








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

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

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

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

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



  
 Signature Page to
Supplemental Indenture (4.30% Senior Notes due 2043) 








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

		 	Name:	 	Michael M. Hopkins
		 	Title:	 	Vice President



  
 Signature Page to
Supplemental Indenture (4.30% Senior Notes due 2043) 








 EXHIBIT A 

[FACE OF NOTE] 
 [Insert the
Private Placement Legend, if applicable pursuant to the Indenture] 
 [Insert the Global Securities Legend, if applicable pursuant to the
Indenture] 
 KANSAS CITY SOUTHERN 

4.30% Senior Notes due 2043 
  

			
		  	CUSIP No.             
		  	ISIN No.             
	No.     	  	$         

 Kansas City Southern, a Delaware corporation (the “Issuer,” which term includes any successor
under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum [of $        ] [as may be increased or decreased as set
forth on the Schedule of Exchange of Interests in the Global Note attached hereto] on May 15, 2043. 
 Interest Payment Dates:
May 15 and November 15. 
 Regular Record Dates: May 1 and November 1. 

  
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 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its
duly authorized officers. 
  

					
	Date:	 	Kansas City Southern
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	


  
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 Trustee’s Certificate of Authentication 

This is one of the 4.30% Senior Notes described in the within-mentioned Indenture. 

 

			
	U.S. Bank National Association, as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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 [REVERSE SIDE OF NOTE] 

Kansas City Southern 
 4.30%
Senior Notes due 2043 
  

	1.	Principal and Interest. 

 The Issuer will pay the principal of this Note on May 15,
2043. 
 The Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Date at the rate of
4.30% per annum. 
 Interest will be payable semiannually (to the holders of record of the 4.30% Senior Notes at the close of business
on May 1 or November 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing [May 15, 2016].1 

Interest on the 4.30% Senior Notes will accrue from the most recent date on which interest has been paid or, if no interest has been paid,
[from December 9, 2015];2 provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

The Issuer shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent
lawful, at the rate per annum borne by the 4.30% Senior Notes to the extent lawful and in accordance with the terms of the Indenture. 
  

	2.	Method of Payment. 

 The Issuer will pay principal as provided above and interest (except
defaulted interest) on the principal amount of the 4.30% Senior Notes as provided above on each Interest Payment Date to the persons who are Holders (as reflected in the Note Register at the close of business on May 1 and November 1
immediately preceding the Interest Payment Date), in each case, even if the 4.30% Senior Note is cancelled on registration of transfer or registration of exchange after such record date; provided that, with respect to the payment of
principal, the Issuer will not make payment to the Holder unless this Note is surrendered to a Paying Agent. 
 The Issuer will pay
principal, premium, if any, and, as provided above, interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Issuer may pay principal, premium, if any, and interest by
its check payable in such money. The Issuer may mail an interest check to a Holder’s registered address (as reflected in the Note Register). If a payment date is a date other than a Business Day at a place of payment, payment may be made at
that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period. 
  

	1 	With respect to Notes issued on the Issue Date. 


	2 	With respect to Notes issued on the Issue Date. 


  
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	3.	Paying Agent and Registrar. 

 Initially, the Trustee will act as authenticating agent,
Paying Agent and Registrar. The Issuer may appoint or change any Paying Agent or Registrar without notice. The Issuer, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar. 

 

	4.	Indenture. 

 The Issuer issued the 4.30% Senior Notes under an Indenture dated as of
December 9, 2015 (as supplemented by the Fifth Supplemental Indenture dated as of December 9, 2015, the “Indenture”), among the Issuer, the guarantors party thereto and U.S. Bank National Association, as trustee (in
such capacity, the “Trustee”), transfer agent, principal paying agent (in such capacity, the “Paying Agent”) and registrar (in such capacity, the “Registrar”). Capitalized terms herein are used as
defined in the Indenture unless otherwise indicated. The terms of the 4.30% Senior Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The 4.30% Senior Notes are subject to all
such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control. The 4.30% Senior Notes are general unsecured obligations of the Issuer. 
  

	5.	Optional Redemption. 

 Prior to November 15, 2042, the 4.30% Senior Notes will be
redeemable in whole or in part at any time and from time to time, at the Issuer’s option, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 4.30% Senior Notes to be redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on the 4.30% Senior Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at then-current Treasury Rate, plus 25 basis points, plus accrued interest to but excluding the Redemption Date. 

On or after November 15, 2042, the 4.30% Senior Notes will be redeemable in whole or in part at any time and from time to time, at the
Issuer’s option, at a Redemption Price equal to 100% of the principal amount of the 4.30% Senior Notes to be redeemed plus accrued interest to but excluding the Redemption Date. 

Upon completion of the Exchange Offer, the Issuer may redeem 4.30% Senior Notes which are not exchanged in the Exchange Offer in an amount up
to 2.0% of the original aggregate principal amount of the Notes issued at a Redemption Price of 100% of their principal amount plus accrued interest thereon to but excluding the Redemption Date. 

 

	6.	Partial Redemption. 

 If less than all of the 4.30% Senior Notes are to be redeemed at
any time, the Trustee shall select the 4.30% Senior Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the 4.30% Senior Notes are listed or, if the 4.30% Senior Notes are not
listed on a national securities exchange, pro rata, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate; provided that no 4.30% Senior Notes of $2,000 in principal amount or less shall be
redeemed in part. 

  
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	7.	Notice of Redemption. 

 Notice of any redemption pursuant to Section 5 hereof will
be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of 4.30% Senior Notes to be redeemed at his or her last address as it appears in the Note Register; provided, redemption notices may not be mailed
less than 3 days prior to a Redemption Date if the notice is issued with respect to 4.30% Senior Notes to be redeemed pursuant to the last paragraph of Section 5 hereof. Any 4.30% Senior Notes in original denominations larger than $2,000 may be
redeemed in part. On and after the Redemption Date, interest ceases to accrue and the principal amount shall remain constant (using the principal amount as of the Redemption Date) on 4.30% Senior Notes or portions of 4.30% Senior Notes called
for redemption, unless the Issuer defaults in the payment of the Redemption Price. 
  

	8.	Repurchase upon Change of Control Repurchase Event. 

 Upon the occurrence of any Change
of Control Repurchase Event, each Holder shall have the right to require the repurchase of its 4.30% Senior Notes by the Issuer in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount
thereof on the date of repurchase plus accrued interest, if any, to, but excluding, the date of repurchase. 
 A notice of such Change of
Control Repurchase Event will be mailed within 30 days after any Change of Control Repurchase Event occurs or, at the Issuer’s option, prior to the Change of Control, but after public announcement of such Change of Control, to each Holder of
the 4.30% Senior Notes with a copy to the Trustee. Any 4.30% Senior Notes in original denominations larger than $2,000 may be sold to the Issuer in part. On and after the Change of Control Payment Date, interest ceases to accrue on 4.30% Senior
Notes or portions of 4.30% Senior Notes surrendered for purchase by the Issuer, unless the Issuer defaults in the payment of the repurchase price. 
  

	9.	Denominations; Transfer; Exchange. 

 The 4.30% Senior Notes are in registered form
without coupons in minimum denominations of $2,000 of principal amount and multiples of $1,000 in excess thereof. A Holder may register the transfer or exchange of 4.30% Senior Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of any 4.30% Senior Notes
selected for redemption. Also, it need not register the transfer or exchange of any 4.30% Senior Notes for a period of 15 days before a selection of Notes to be redeemed is made. 

 

	10.	Persons Deemed Owners. 

 A Holder shall be treated as the owner of a 4.30% Senior Note
for all purposes. 
  

	11.	Unclaimed Money. 

 If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, then, subject to applicable escheat law, the Trustee and the Paying Agent will pay the money back to the Issuer at its request. After that, Holders entitled to the money must look to the Issuer for payment, unless an
abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease. 

  
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	12.	Discharge Prior to Redemption or Maturity. 

 The Issuer’s and the Guarantors’
obligations pursuant to the Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the 4.30% Senior Notes or upon the irrevocable deposit with the
Trustee of U.S. dollars or Government Securities sufficient to pay when due principal of and interest on the 4.30% Senior Notes to maturity or redemption, as the case may be. 
  


	13.	Amendment; Supplement; Waiver. 

 Subject to certain exceptions, the Indenture, the 4.30%
Senior Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of a majority in principal amount of the 4.30% Senior Notes then outstanding, and any existing default or compliance with any provision may be waived
with the consent of the Holders of a majority in principal amount of the 4.30% Senior Notes then outstanding. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture, the 4.30% Senior Notes and the
Note Guarantees to, among other things, cure any ambiguity, omission, mistake, defect or inconsistency and make any change that does not adversely affect the legal rights of any Holder. 

 

	14.	Restrictive Covenants. 

 The Indenture imposes certain limitations on the ability of
(x) the Issuer and the Guarantors, among other things, to create or permit any lien or merge, consolidate or transfer substantially all of their assets and (y) the Issuer to permit its Subsidiaries that are not Guarantors to incur certain
Debt. The Indenture also requires the Issuer to cause each Domestic Subsidiary that guarantees the Credit Agreement or any other Debt of the Issuer or a Significant Subsidiary of the Issuer that is a Guarantor to become a Guarantor of the 4.30%
Senior Notes as set forth in the Indenture. Within 90 days after the end of each fiscal year, the Issuer must report to the Trustee on compliance with such covenants. 
  

	15.	Successor Persons. 

 When a successor person or other entity assumes all the obligations
of its predecessor under the 4.30% Senior Notes and the Indenture in accordance with the terms of the Indenture, the predecessor person will be released from those obligations. 

 

	16.	Defaults and Remedies. 

 The following events constitute “Events of Default”
under the Indenture: (a) default in the payment of principal of (or premium, if any, on) any 4.30% Senior Note when the same becomes due at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest
on any 4.30% Senior Note when due and such default continues for a period of 30 days; (c) the Issuer or a Guarantor defaults in the performance of any covenant of the Issuer or a Guarantor in the Indenture or under this Note (other than a
default specified in clause (a) or (b) above), and such default continues for a period of 90 days after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount of the 4.30% Senior Notes; (d) a court
having jurisdiction in the premises enters a decree or order for (i) relief in respect of the Issuer or a Guarantor in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
(ii) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Issuer or a Guarantor or for all or substantially all of the property and assets of the Issuer or a Guarantor or (iii) the
winding-up or liquidation of the affairs of the Issuer or a Guarantor and, in each case, such decree or order shall remain unstayed and in effect for a period of 30 consecutive days; (e) the Issuer or a Guarantor (i) commences a


  
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voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such
law; (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Issuer or a Guarantor or for all or substantially all of the property and assets of
the Issuer or a Guarantor or (iii) effects any general assignment for the benefit of creditors; (f) any Note Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or any Guarantor or Person
acting on behalf of such Guarantor denies or disaffirms such Guarantor’s obligations under the Indenture or any Note Guarantee and such default continues for a period of 10 days after written notice by the Trustee or the Holders of 25% or more
in aggregate principal amount of the 4.30% Senior Notes; or (g) (A) the Concession Title shall cease to grant to KCSM the rights provided therein as of the Issue Date and such cessation has had a material adverse effect on the Issuer and
its Subsidiaries taken as a whole, (B) (x) the Concession Title shall for any reason be terminated and not reinstated within 30 days or (y) rights provided therein which were originally exclusive to KCSM shall become nonexclusive
and the cessation of such exclusivity has had a material adverse effect on the Issuer and its Subsidiaries taken as a whole, or (C) the operations of the Northeast Rail Lines shall be commandeered or repossessed (a requisa) for a period
of 90 days or more. 
 If an Event of Default occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in
aggregate principal amount of the 4.30% Senior Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of,
premium, if any, and accrued interest on the 4.30% Senior Notes to be immediately due and payable. 
 Holders may not enforce the Indenture
or the 4.30% Senior Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the 4.30% Senior Notes. Subject to certain limitations, Holders of a majority in principal amount
of the 4.30% Senior Notes then outstanding may direct the Trustee in its exercise of any trust or power. 
  

	17.	Trustee Dealings with Issuer. 

 The Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from and perform services for the Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates as if it were not the Trustee. 

 

	18.	No Personal Liability of Incorporators, Stockholders, Officers, Directors, or Employees. 


No recourse for the payment of the principal of, premium, if any, or interest on any of the 4.30% Senior Notes issued under the Indenture or
for any claim based on the Indenture or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Issuer or any Guarantor in the Indenture, or in any of the 4.30% Senior Notes or the Note Guarantees or
because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of the Issuer, any Guarantor or of any successor Person thereof. Each Holder, by
accepting the 4.30% Senior Notes, waives and releases all such liability. 
  

	19.	Authentication. 

 This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note. 

  
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	20.	Abbreviations. 

 Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

 The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to Kansas
City Southern, 427 West 12th Street, Kansas City, MO 64105, Attention: Treasurer. 

  
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 [FORM OF TRANSFER NOTICE] 

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto 

 

			
	Insert Taxpayer Identification No.	 	
		
	  
	 	
		
	Please print or typewrite name and address including zip code of assignee	 	
		
	  
	 	
	the within Note and all rights thereunder, hereby irrevocably constituting and appointing	 	


                          
               attorney to transfer said Note on the books of the Issuer with full power of substitution in the premises. 

[THE FOLLOWING PROVISION TO BE INCLUDED 

ON ALL NOTES OTHER THAN EXCHANGE NOTES, 

OFFSHORE GLOBAL NOTES AND 
 OFFSHORE
PHYSICAL NOTES] 
 In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of an
effective registration statement or (ii) the end of the period referred to in Rule 144 under the Securities Act, the undersigned confirms that without utilizing any general solicitation or general advertising: 

[Check One] 
  

			
	[    ] (a)	 	this Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.

 or 
  

			
	[    ] (b)	 	this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.


  
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 If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this
Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.11 of the Indenture shall have been satisfied. 

 

							
	Date:	 	  
	 		 	  

		 		 		 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

 TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon
the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

							
	Date:	 	  
	 		 	  

		 		 		 	NOTICE: To be executed by an executive officer


  
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 OPTION OF HOLDER TO ELECT PURCHASE 

If you wish to have this Note purchased by the Issuer pursuant to Section 4.07 of the Fifth Supplemental Indenture, check the Box:  ̈ 
 If you wish to have a portion of this Note purchased by the Issuer pursuant to
Section 4.07 of the Fifth Supplemental Indenture, state the amount: $         
 Date: 

 

					
	Your Signature:	 	  
	  	
		 	 (Sign exactly as your name appears on the other side of this Note)
	  	


							
				
	Signature Guarantee:	 	  
	  		 	


  
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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is $[●]. The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note, have been made: 
  


									
	 Date of Exchange
	  	Amount of
decrease in
Principal Amount	  	Amount of
increase in
Principal Amount
of this Global Note	  	Principal Amount
of this Global Note
following such
decrease or
increase	  	Signature of
authorized
signatory of
Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

	*	This schedule should be included only if the Note is issued in global form. 


  
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