EX-10.1



 Exhibit 10.1 
  

 
  

Published Deal CUSIP Number: 48U15UAA0 

Published Revolver CUSIP Number: 48U15UAB8 

CREDIT AGREEMENT 
 Dated as
of December 9, 2015 
 among 

KANSAS CITY SOUTHERN 
 as
Borrower 
 THE GUARANTORS FROM TIME TO TIME PARTY HERETO 

as Guarantors 
 and

 THE LENDERS AND ISSUING BANKS FROM TIME TO TIME PARTY HERETO 

as Lenders and Issuing Banks 

and 
 BANK OF AMERICA, N.A. 

as Administrative Agent 

and 
 JPMORGAN CHASE BANK, N.A.

 and 
 CITIBANK, N.A. 

as Co-Syndication Agents 
  

 
 MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, 
 J.P. MORGAN SECURITIES LLC 

and 
 CITIGROUP GLOBAL MARKETS
INC. 
 as Joint Lead Arrangers and Joint Bookrunning Managers 

Kansas City Southern Credit Agreement 







 T A B L E  O F  C O N T E N T S 

 

					
	Section	  	Page	 
	
	ARTICLE I	  
	
	DEFINITIONS AND ACCOUNTING TERMS	  
		
	 SECTION 1.01. Certain Defined Terms
	  	 	5	  
	 SECTION 1.02. Computation of Time Periods; Other Definitional Provisions
	  	 	33	  
	 SECTION 1.03. Accounting Terms
	  	 	34	  
	 SECTION 1.04. Currency Equivalents Generally
	  	 	34	  
	 SECTION 1.05. Letter of Credit Amounts
	  	 	35	  
	
	ARTICLE II	  
	
	AMOUNTS AND TERMS OF THE ADVANCES	  
	AND THE LETTERS OF CREDIT	  
		
	 SECTION 2.01. The Advances and the Letters of Credit
	  	 	35	  
	 SECTION 2.02. Making the Advances
	  	 	37	  
	 SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit
	  	 	38	  
	 SECTION 2.04. Repayment of Advances
	  	 	41	  
	 SECTION 2.05. Termination or Reduction of the Commitments
	  	 	42	  
	 SECTION 2.06. Prepayments
	  	 	42	  
	 SECTION 2.07. Interest
	  	 	43	  
	 SECTION 2.08. Fees
	  	 	44	  
	 SECTION 2.09. Conversion of Advances
	  	 	44	  
	 SECTION 2.10. Increased Costs, Etc.
	  	 	45	  
	 SECTION 2.11. Payments and Computations
	  	 	46	  
	 SECTION 2.12. Taxes
	  	 	48	  
	 SECTION 2.13. Sharing of Payments, Etc.
	  	 	51	  
	 SECTION 2.14. Use of Proceeds
	  	 	52	  
	 SECTION 2.15. Defaulting Lenders
	  	 	52	  
	 SECTION 2.16. Evidence of Debt
	  	 	55	  
	 SECTION 2.17. Mitigation Obligations; Replacement of Lenders
	  	 	55	  
	 SECTION 2.18. Incremental Advances
	  	 	56	  
	 SECTION 2.19. Refinancing Amendments
	  	 	57	  
	 SECTION 2.20. Extensions of Advances and Commitments
	  	 	57	  
	
	ARTICLE III	  
	
	CONDITIONS TO INITIAL EXTENSION OF CREDIT AND	  
	ISSUANCE OF LETTERS OF CREDIT	  
		
	 SECTION 3.01. Conditions Precedent to Initial Extension of Credit
	  	 	60	  
	 SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance and Renewal
	  	 	62	  
	 SECTION 3.03. Determinations Under Section 3.01
	  	 	62	  


  
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Credit Agreement 









					
	
	ARTICLE IV	  
	
	REPRESENTATIONS AND WARRANTIES	  
		
	 SECTION 4.01. Representations and Warranties of the Borrower
	  	 	62	  
	
	ARTICLE V	  
	
	COVENANTS OF THE BORROWER	  
		
	 SECTION 5.01. Affirmative Covenants
	  	 	67	  
	 SECTION 5.02. Negative Covenants
	  	 	69	  
	 SECTION 5.03. Reporting Requirements
	  	 	76	  
	 SECTION 5.04. Financial Covenants
	  	 	78	  
	
	ARTICLE VI	  
	
	EVENTS OF DEFAULT	  
		
	 SECTION 6.01. Events of Default
	  	 	78	  
	 SECTION 6.02. Actions in Respect of the Letters of Credit upon Default
	  	 	80	  
	
	ARTICLE VII	  
	
	THE ADMINISTRATIVE AGENT	  
		
	 SECTION 7.01. Appointment and Authority
	  	 	81	  
	 SECTION 7.02. Rights as a Lender
	  	 	81	  
	 SECTION 7.03. Exculpatory Provisions
	  	 	81	  
	 SECTION 7.04. Reliance by Administrative Agent
	  	 	82	  
	 SECTION 7.05. Delegation of Duties
	  	 	83	  
	 SECTION 7.06. Resignation of Administrative Agent
	  	 	83	  
	 SECTION 7.07. Non-Reliance on Administrative Agent and Other Lenders
	  	 	84	  
	 SECTION 7.08. No Other Duties, Etc.
	  	 	84	  
	 SECTION 7.09. Administrative Agent May File Proofs of Claim
	  	 	84	  
	
	ARTICLE VIII	  
	
	GUARANTY	  
		
	 SECTION 8.01. Guaranty; Limitation of Liability
	  	 	85	  
	 SECTION 8.02. Guaranty Absolute
	  	 	86	  
	 SECTION 8.03. Waivers and Acknowledgments
	  	 	87	  
	 SECTION 8.04. Subrogation
	  	 	87	  
	 SECTION 8.05. Guaranty Supplements
	  	 	88	  
	 SECTION 8.06. [Reserved]
	  	 	88	  
	 SECTION 8.07. Continuing Guaranty; Assignments
	  	 	88	  


  
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	ARTICLE IX	  
	
	MISCELLANEOUS	  
		
	 SECTION 9.01. Amendments, Etc.
	  	 	89	  
	 SECTION 9.02. Notices, Etc.
	  	 	89	  
	 SECTION 9.03. No Waiver; Remedies
	  	 	90	  
	 SECTION 9.04. Costs and Expenses
	  	 	90	  
	 SECTION 9.05. Right of Set-off
	  	 	92	  
	 SECTION 9.06. Binding Effect
	  	 	92	  
	 SECTION 9.07. Assignments and Participations
	  	 	92	  
	 SECTION 9.08. Execution in Counterparts
	  	 	96	  
	 SECTION 9.09. No Liability of the Issuing Banks
	  	 	96	  
	 SECTION 9.10. Confidentiality
	  	 	96	  
	 SECTION 9.11. Release of Guarantees
	  	 	96	  
	 SECTION 9.12. Non-Consenting Lenders
	  	 	97	  
	 SECTION 9.13. Patriot Act Notice
	  	 	97	  
	 SECTION 9.14. Jurisdiction, Service of Process, Etc.
	  	 	97	  
	 SECTION 9.15. Governing Law
	  	 	98	  
	 SECTION 9.16. WAIVER OF JURY TRIAL
	  	 	98	  
	 SECTION 9.17. The Platform
	  	 	98	  
	 SECTION 9.18. Reliance by Administrative Agent, Issuing Banks and Lenders
	  	 	98	  
	 SECTION 9.19. Electronic Execution of Assignments and Certain Other Documents
	  	 	98	  
	 SECTION 9.20. No Advisory or Fiduciary Responsibility
	  	 	99	  
	 SECTION 9.21. WAIVER OF IMMUNITIES
	  	 	99	  
	 SECTION 9.22. Cashless Settlement
	  	 	99	  


  
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	SCHEDULES	  		 	
			
	Schedule I	  	-	 	Commitments and Applicable Lending Offices
	Schedule II	  	-	 	Guarantors
	Schedule III	  		 	Unrestricted Subsidiaries
	Schedule 4.01(b)	  	-	 	Subsidiaries
	Schedule 4.01(d)	  	-	 	Authorizations, Approvals, Actions, Notices and Filings
	Schedule 4.01(q)	  	-	 	Environmental Disclosure
	Schedule 5.02	  		 	Effective Date Indebtedness

  

					
	EXHIBITS
			
	Exhibit A	  	-	 	Form of Note
	Exhibit B	  	-	 	Form of Committed Loan Notice
	Exhibit C	  	-	 	Form of Assignment and Acceptance
	Exhibit D	  		 	Form of Affiliate Subordination Agreement
	Exhibit E	  	-	 	Form of Solvency Certificate
	Exhibit F	  	-	 	Form of Guaranty Supplement
	Exhibit G-1-4	  		 	Form of U.S. Tax Compliance Certificates


  
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Credit Agreement 


  
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 CREDIT AGREEMENT 

CREDIT AGREEMENT (this “Agreement”) dated as of December 9, 2015 among Kansas City Southern, a Delaware
corporation (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Issuing Banks (as hereinafter defined), Bank of America, N.A. (“Bank of America”), as
administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Co-Syndication Agents, the “Agents”) for
the Lender Parties (as hereinafter defined), JPMorgan Chase Bank, N.A. and Citibank, N.A. as co-syndication agents (the “Co-Syndication Agents”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities LLC and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunning managers (the “Lead Arrangers”). 

PRELIMINARY STATEMENTS 

1. WHEREAS, the Borrower has requested that the Lenders extend credit in the form of Revolving Credit Advances at any time and from time to
time on and from the Effective Date and prior to the Termination Date in an aggregate principal amount at any one time outstanding (when taken together with the face amount of the Letters of Credit then outstanding) not to exceed $800,000,000. The
Borrower has requested that the Issuing Banks issue Letters of Credit in an aggregate face amount at any one time outstanding not to exceed $25,000,000; and 

2. WHEREAS, the Lenders are willing to extend such credit to the Borrower, and the Issuing Banks are willing to issue Letters of Credit for
the account of the Borrower, in each case on the terms and subject to the conditions set forth herein. 
 NOW, THEREFORE, in consideration
of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows: 
 ARTICLE I

 DEFINITIONS AND ACCOUNTING TERMS 

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms defined): 
 “Additional
Guarantors” has the meaning specified in Section 8.05. 
 “Administrative Agent”
has the meaning specified in the recital of parties to this Agreement. 
 “Administrative Agent’s
Account” means the account of the Administrative Agent specified by the Administrative Agent in writing to the Lender Parties from time to time. 

“Advance” means a Revolving Credit Advance, a Letter of Credit Advance, or an Extended Revolving Credit
Advance. 
 “Affiliate” means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, 

  
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“controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of Voting Interests, by contract or otherwise. 

“Affiliate Subordination Agreement” means an affiliate subordination agreement, in substantially the
form of Exhibit D hereto, as amended. 
 “Agency Fee Letter” means that certain letter
agreement, dated as of October 21, 2015, among the Borrower, Bank of America and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as amended from time to time. 

“Agents” has the meaning specified in the recital of parties to this Agreement. 

“Agent Parties” has the meaning specified in Section 9.17. 

“Agreement” has the meaning specified in the recital of parties to this Agreement. 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the
Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption. 

“Applicable Commitment Fee Rate” means (a) from and after an Extension, with respect to any
Extended Revolving Credit Commitments and Extended Revolving Credit Advances of a particular Class the Applicable Commitment Fee Rate for such Extended Revolving Credit Commitments and Extended Revolving Credit Advances shall be those set forth in
the applicable definitive documentation with respect to such Class and (b) before an Extension, a percentage as set forth below per annum determined by reference to the Ratings then in effect: 

 

					
	 Rating
	  	Applicable Commitment Fee Rate	 
	 BBB+ or higher from S&P

Baa1 or higher from Moody’s

BBB+ or higher from Fitch
	  	 	0.125	% 
	 BBB from S&P

Baa2 from Moody’s

BBB from Fitch
	  	 	0.15	% 
	 BBB- from S&P

Baa3 from Moody’s

BBB- from Fitch
	  	 	0.20	% 
	 BB+ from S&P

Ba1 from Moody’s

BB+ from Fitch
	  	 	0.25	% 
	 BB or lower from S&P

Ba2 or lower from Moody’s

BB or lower from Fitch
	  	 	0.30	% 

 For purposes hereof, (a) if only one of Fitch, S&P and Moody’s shall have in effect a Rating, the
Applicable Commitment Fee Rate shall be determined by reference to the available Rating; (b) if the Borrower shall fail to maintain a Rating from all of Fitch, S&P and Moody’s, the Applicable


  
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Credit Agreement 


  
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Commitment Fee Rate will be set in accordance with the lowest level of Ratings set forth above; (c) if only two of Fitch, S&P and Moody’s shall have in effect a Rating, the
Applicable Commitment Fee Rate shall be determined by reference to the higher Rating unless such Ratings differ by more than one level, in which case the applicable Rating will be deemed to be the Rating one level below the higher of such Ratings;
(d) if all three Rating Agencies have established Ratings and the Ratings shall fall within two different levels, the Applicable Commitment Fee Rate shall be based upon the Rating assigned by two of such Rating Agencies, or if the Ratings shall
fall within three different levels, the Applicable Commitment Fee Rate shall be based upon the middle Rating; (e) if any Rating established by Fitch, S&P or Moody’s shall be changed, such change shall be effective as of the Business
Day following the date on which such change is first announced publicly by the Rating Agency making such change; and (f) if Fitch, S&P or Moody’s shall change the basis on which Ratings are established, each reference to the Rating
announced by Fitch, S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by Fitch, S&P or Moody’s, as the case may be or, if there is no equivalent or such change would otherwise result in a change in the
Applicable Commitment Fee Rate, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating basis and, pending the effectiveness of any such amendment, the Applicable Commitment Fee Rate shall
be determined by reference to the Ratings of the other Rating Agencies (or, if the circumstances referred to in this clause (f) shall affect all such Rating Agencies, the Ratings most recently in effect prior to such change). 

“Applicable Lending Office” means, with respect to each Lender Party, such Lender Party’s Domestic
Lending Office in the case of a Base Rate Advance and such Lender Party’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance. 

“Applicable Margin” means: 

(a) from and after an Extension, with respect to any Extended Revolving Credit Advances of a particular Class, the Applicable
Margins for such Extended Revolving Credit Advances shall be those specified in the applicable definitive documentation with respect to such Class; and 

(b) in respect of the other Facilities (and, for the avoidance of doubt, before an Extension), at any time, the Applicable
Margin corresponding to the Rating in effect from time to time as described below: 
  

									
	 Rating
	  	Applicable Margin
for Eurodollar Rate
Advances	 	 	Applicable Margin for
Base Rate Advances	 
	 BBB+ or higher from S&P

Baa1 or higher from Moody’s

BBB+ or higher from Fitch
	  	 	1.125	% 	 	 	0.125	% 
	 BBB from S&P

Baa2 from Moody’s

BBB from Fitch
	  	 	1.25	% 	 	 	0.25	% 
	 BBB- from S&P

Baa3 from Moody’s

BBB- from Fitch
	  	 	1.50	% 	 	 	0.50	% 
	 BB+ from S&P

Ba1 from Moody’s

BB+ from Fitch
	  	 	1.75	% 	 	 	0.75	% 
	 BB or lower from S&P

Ba2 or lower from Moody’s

BB or lower from Fitch
	  	 	2.00	% 	 	 	1.00	% 


  
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Credit Agreement 


  
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 For purposes hereof, (a) if only one of Fitch, S&P and Moody’s shall have in effect
a Rating, the Applicable Margin shall be determined by reference to the available Rating; (b) if the Borrower shall fail to maintain a Rating from all of Fitch, S&P and Moody’s, the Applicable Margin will be set in accordance with the
lowest level of Ratings set forth above; (c) if only two of Fitch, S&P and Moody’s shall have in effect a Rating, the Applicable Margin shall be determined by reference to the higher Rating unless such Ratings differ by more than one
level, in which case the applicable Rating will be deemed to be the Rating one level below the higher of such Ratings; (d) if all three Rating Agencies have established Ratings and the Ratings shall fall within two different levels, the
Applicable Margin shall be based upon the Rating assigned by two of such Rating Agencies, or if the Ratings shall fall within three different levels, the Applicable Margin shall be based upon the middle Rating; (e) if any Rating established by
Fitch, S&P or Moody’s shall be changed, such change shall be effective as of the Business Day following the date on which such change is first announced publicly by the Rating Agency making such change; and (f) if Fitch, S&P or
Moody’s shall change the basis on which Ratings are established, each reference to the Rating announced by Fitch, S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by Fitch, S&P or Moody’s, as the
case may be or, if there is no equivalent or such change would otherwise result in a change in the Applicable Margin, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating basis and,
pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the Ratings of the other Rating Agencies (or, if the circumstances referred to in this clause (f) shall affect all such Rating Agencies,
the Ratings most recently in effect prior to such change). 
 “Appropriate Lender” means, at any
time, with respect to (a) the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or has made an Advance with respect to such Facility at such time and (b) the Letter of Credit Facility, (i) the
Issuing Banks and (ii) if the other Revolving Credit Lenders have made Letter of Credit Advances pursuant to Section 2.03(d) that are outstanding at such time, each such other Revolving Credit Lender. 

“Approved Fund” means any Fund that is administered or managed by (i) a Lender Party, (ii) an
Affiliate of a Lender Party or (iii) an entity or an Affiliate of an entity that administers or manages a Lender Party. 

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender Party and an
Eligible Assignee (with the consent of any party whose consent is required by Section 9.07 or the definition of “Eligible Assignee”), and accepted by the Administrative Agent, in accordance with Section 9.07 and in
substantially the form of Exhibit C hereto or any other form approved by the Administrative Agent. 

“Attributable Debt” means, in connection with any Sale and Leaseback Transaction, the
present value (discounted in accordance with GAAP at the discount rate implied in the lease) of the obligations of the lessee for rental payments during the term of the lease. 

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.01(c)(i).


  
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Credit Agreement 


  
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 “Available Amount” of any Letter of Credit means, at any
time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing). 

“Bank of America” has the meaning specified in the recital of parties to this Agreement. 

“Bankruptcy Law” means any proceeding of the type referred to in Section 6.01(f) or Title 11, U.S.
Code, or any similar foreign, federal or state law for the relief of debtors. 
 “Base Rate” means
for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its
“prime rate,” and (c) the Eurodollar Rate for an Interest Period of one month as of such time plus 1.00%. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the
Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime
rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change. 

“Base Rate Advance” means an Advance that bears interest as provided in Section 2.07(a)(i). 

“Borrower” has the meaning specified in the recital of parties to this Agreement. 

“Borrower Materials” has the meaning specified in Section 5.03. 

“Borrower’s Account” means the account of the Borrower specified by the Borrower in writing to the
Administrative Agent from time to time. 
 “Borrowing” means a borrowing consisting of simultaneous
Revolving Credit Advances of the same Type and (in the case of a Eurodollar Rate Advance) having the same Interest Period made by the Revolving Credit Lenders. 

“Business Day” means any day that is not a Saturday or Sunday or any other day on which banks are not
required or authorized by law to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, any day on which dealings are carried on in the London interbank market. 

“Capitalized Lease Obligations” means with respect to any Person, the Obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which Obligations are, subject to the proviso to Section 1.03(a), required to be classified and
accounted for as a capital lease on a balance sheet of such Person in accordance with GAAP and the amount of such Obligations shall be the capitalized amount thereof determined in accordance with GAAP. 

“Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent, for the
benefit of one or more of the Issuing Banks or Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances in an amount equal to 103% of such L/C
Obligations or obligations or, if the Administrative Agent and each applicable Issuing Bank shall agree in their sole discretion, 

  
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other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable Issuing Bank. “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. 

“Cash Equivalents” of any Person means any of the following, to the extent owned by such Person:
(a) readily marketable direct obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the Government of the United States,
(b) insured certificates of deposit of or time deposits with any commercial bank that is a Lender Party or a member of the Federal Reserve System, is organized under the laws of the United States or any State thereof and has combined capital
and surplus of at least $500 million, in each case, having a maturity of not greater than 180 days from the date of acquisition thereof, (c) commercial paper maturing within 270 days from the date of acquisition thereof in an aggregate amount
of no more than $20 million per issuer outstanding at any time, issued by any corporation organized under the laws of any State of the United States and rated, at the time of acquisition, at least
“Prime-1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P, (d) investments, classified in accordance with GAAP as Current Assets of
such Person, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions that have the highest commercial paper rating obtainable from either Moody’s or
S&P, and the portfolios of which are limited solely to investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition, (e) fully collateralized repurchase agreements with a term of
not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (b) above, (f) investments substantially equivalent to those referred to in
clauses (a) through (e) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above, or (g) such other liquid investments as shall be approved by the Administrative Agent. 

“Cash Management Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements. 

“Cash Management Bank” means (a) any Person that, at the time it enters into a Cash
Management Agreement, is a Lender Party or an Affiliate of a Lender Party or (b) any Lender Party or Affiliate of a Lender Party that has entered into a Cash Management Agreement prior to the Effective Date, in each case in its capacity as a
party to such Cash Management Agreement. 
 “CFC” means a controlled foreign
corporation within the meaning of Section 957 of the Internal Revenue Code. 
 “Change in Law”
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority;
provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and
(ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each
case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 

  
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 “Change of Control” shall be deemed to have occurred if
(i) at any time, less than 50% of the members of the board of directors of the Borrower shall be (A) individuals who are members of such board on the Effective Date or (B) individuals whose election, or nomination for election by the
Borrower’s stockholders, was approved by a vote of at least 50% of the members of the board then still in office who are members of the board on the Effective Date (or whose election or nomination has been approved as provided in this clause
(B)), (ii) at any time, any person, or any two or more persons acting as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of Equity Interests of the Borrower, shall become,
according to public announcement or filing, the “beneficial owner” (as defined in Rule 13d-3 issued under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Borrower representing 30% or more
(calculated in accordance with such Rule 13d-3) of the combined voting power of the Borrower’s then outstanding voting securities or (iii) a “Change of Control” (or similar event), as such term may be defined in any indenture or
other agreement or instrument governing Material Debt, shall have occurred. 
 “Class”, when used in
reference to (a) any Advance or Borrowing, refers to whether such Advance, or the Advances comprising such Borrowing, are Advances made under the Revolving Credit Facility or any tranche of Other Advances, (b) any Commitment, refers to
whether such Commitment is a Revolving Credit Commitment or any Other Commitment relating to any tranche of Other Advances and (c) any Lender, refers to whether such Lender has an Advance or Commitment with respect to a particular Class of
Advances or Commitments. The Revolving Credit Advances, the Other Advances that have different terms and conditions shall be construed to be in different Classes. 

“Commitment” means a Revolving Credit Commitment, an Other Commitment, or a Letter of Credit
Commitment. 
 “Commitment Fee” has the meaning specified in Section 2.08(a). 

“Committed Loan Notice” means (a) a Notice of Borrowing, (b) a notice of conversion of
Advances of one Type to the other, or (c) a notice of continuation of Eurodollar Rate Advances, in each case pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit B or such other form as may be approved by the
Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from
time to time, and any successor statute. 
 “Concession Title” means KCSM’s right, for a period
of 30 years, to be the exclusive provider (subject to certain trackage rights existing as of the Effective Date or arising from time to time thereafter) of freight transportation services over the Northeast Rail Lines and for an additional 20 years
to be a non-exclusive provider of such services over the Northeast Rail Lines, granted by the Mexican government, subject in all cases to the terms and conditions of such grant, as in effect on June 23, 1997 and as amended on February 12,
2001 and November 22, 2006. 

  
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 “Confidential Information” means information that any
Loan Party furnishes to the Administrative Agent or any Lender Party in a writing designated as confidential, but does not include any such information that is or becomes generally available to the public other than as a result of a breach by such
Agent or any Lender Party of its obligations hereunder or that is or becomes available to such Agent or such Lender Party from a source other than the Loan Parties that is not, to the best of such Agent’s or such Lender Party’s knowledge,
acting in violation of a confidentiality agreement with a Loan Party. 
 “Connection Income Taxes”
means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 

“Consolidated” refers to the consolidation of accounts in accordance with GAAP. 

“Consolidated Interest Expense” means, for any period, the interest expense (including imputed interest
expense in respect of Capitalized Lease Obligations, but excluding amortization of deferred financing costs) of the Borrower and its Consolidated Subsidiaries for such period, determined on a Consolidated basis in accordance with GAAP. 

“Consolidated Net Assets” means, with respect to any Person, as of any date of determination, the Total
Assets after deducting therefrom all current liabilities, in each case reflected on the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of the most recently ended fiscal quarter of such Person for which
financial statements have been delivered to the Administrative Agent pursuant to Section 5.03(b) or (c), as applicable, determined on a Consolidated basis. 

“Consolidated Net Income” means, for any period, the net income or loss of the Borrower and its
Consolidated Subsidiaries for such period determined on a Consolidated basis in accordance with GAAP; provided that there shall be excluded (a) except with respect to determinations made on a Pro Forma Basis, the income or loss of any
Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with a Subsidiary or the date that such Person’s assets are acquired by a Subsidiary, (b) the income or loss of any Person that is not a Subsidiary,
other than cash actually paid by such Person to the Borrower and its Consolidated Subsidiaries during such period in the form of dividends or other distributions (c) any debt retirement costs, (d) extraordinary gains and extraordinary
losses and (e) that portion of the income or loss of any Person that is not a wholly owned Subsidiary that represents the amount of Equity Interests not owned by the Borrower or a Consolidated Subsidiary. 

“Contingent Obligation” means, with respect to any Person, any Obligation or arrangement of such Person
to guarantee or intended to guarantee any Debt (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation,
(a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making by such Person of the Obligation of a primary obligor, (b) the
Obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement or (c) any Obligation of such Person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor 

  
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to make payment of such primary obligation, (iv) under Letters of Credit or (v) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect
thereof; provided, however, that the term Contingent Obligation shall not include customary and reasonable indemnity obligations under any contractual obligation permitted under this Agreement, including, but not limited to,
contractual obligations in respect of any acquisition, capital expenditure, investment or disposition of assets permitted under this Agreement (other than any such obligations with respect to Debt). The amount of any Contingent Obligation shall be
deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable
pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined
by such Person in good faith. 
 “Controlled Group” means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414(b) or 414(c) of the Internal Revenue
Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Internal Revenue Code, are treated as a single employer under Section 414(b), (c), (m) or (o) of the Internal Revenue Code. 

“Conversion”, “Convert” and “Converted” each refer to a
conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.02 or 2.09. 

“Co-Syndication Agents” has the meaning specified in the recital of parties to this Agreement. 

“Credit Agreement Refinancing Debt” means unsecured Debt (whether in the form of notes or term loans or
otherwise) of the Borrower issued after the Effective Date to replace, refinance or exchange for, in part, the Revolving Credit Facility; provided that (a) in the case such Debt is in the form of any revolving credit facility that
replaces, refinances or is exchanged for, in part, the Revolving Credit Facility, such Debt shall not have a maturity date prior to the Termination Date with respect to the Revolving Credit Facility and (b) 100% of the net cash proceeds of such
Debt shall be applied, on the date of the incurrence thereof, to prepay the Facilities. 
 “Current
Assets” of any Person means, at any date of determination, all assets of such Person that would, in accordance with GAAP, be classified as current assets of a company conducting a business the same as or similar to that of such Person,
after deducting adequate reserves in each case in which a reserve is proper in accordance with GAAP. 

“Debt” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed
money, (b) all Obligations of such Person for the deferred purchase price of property or services (other than current accounts payable incurred in the ordinary course of such Person’s business), (c) all Obligations of such Person
evidenced by notes, bonds, debentures or other similar instruments, (d) all Obligations of such Person under any conditional sale or other title retention agreement with respect to property acquired by such Person, (e) all Capitalized
Lease Obligations of such Person, (f) all Obligations of such Person in respect of bankers acceptances and as an account party in respect of letters of credit and letters of guaranty, (g) all Contingent Obligations and Obligations in
respect of Securitization Transactions of such Person, (h) all Obligations of such Person in respect of Disqualified Equity Interests to the extent that the 

  
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foregoing would constitute indebtedness or a liability in accordance with GAAP and (i) all indebtedness and other payment Obligations referred to in clauses (a) through (h) above
of another Person secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though
such Person has not assumed or become liable for the payment of such indebtedness or other payment Obligations (provided that, if the Person has not assumed or otherwise become liable in respect of such Debt, such Debt shall be deemed to be
in an amount equal to the lesser of (x) the aggregate unpaid amount of Debt secured by such Lien and (y) the fair market value of the property to which such Lien relates). The Debt of any Person shall include the Debt of any other entity
(including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such
Debt provide that such Person is not liable therefor. 
 “Debt for Borrowed Money” means, at any date
of determination, the sum of, without duplication, (i) the aggregate principal amount of all Debt that, in accordance with GAAP, would be classified as indebtedness on the balance sheet of the Borrower and its Consolidated Subsidiaries at such
date, and (ii) the aggregate amount of all Securitization Transactions of the Borrower and its Consolidated Subsidiaries at such date. 

“Default” means any Event of Default or any event that would constitute an Event of Default but for the
passage of time or the requirement that notice be given or both. 
 “Default Interest” has the
meaning set forth in Section 2.07(b). 
 “Defaulting Lender” means, subject to
Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Advances within two Business Days of the date such Advances were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically
identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Banks, or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letter of
Credit Advances) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a
public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund an Advance hereunder and states that such position is based on such Lender’s determination that a condition precedent to
funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the
Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender
pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any
Bankruptcy Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the
Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity
interest in that Lender or any direct or indirect parent company thereof 

  
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by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the
Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to
Section 2.15(b)) upon delivery of written notice of such determination to the Borrower, each Issuing Bank and each Lender. 

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or (b) is redeemable at the option of the holder thereof, or (c) provides for the scheduled payment of dividends in cash, or (d) is or becomes convertible into or exchangeable for Debt or any other Equity
Interests that would constitute Disqualified Equity Interests, in each case, in whole or in part, on or prior to the date that is six months after the latest Termination Date (other than customary offers to repurchase upon a change of control, asset
sale or event of loss and customary acceleration right after an event of default); provided, that only the portion of such Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable
at the option of the holder thereof prior to such date shall be deemed to be Disqualified Equity Interests. Subject to the proviso in the immediately preceding sentence, the term “Disqualified Equity Interests” will also include any
options, warrants or other rights that are convertible into Disqualified Equity Interests or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is six months after the latest Termination Date. 

“Domestic Lending Office” means, (a) in the case of any Revolving Credit Lender, the office of
such Lender Party specified as its “Domestic Lending Office” opposite its name on Schedule I hereto, or (b) in the case of any Lender Party, the office of such Lender Party specified as its “Domestic Lending Office” in
the Assignment and Acceptance pursuant to which it became a Lender Party or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrower and the Administrative Agent. 

“Domestic Restricted Subsidiary” means any Restricted Subsidiary of the Borrower which is not a Foreign
Subsidiary. 
 “EBITDA” means, at any date of determination, the sum, determined on a Consolidated
basis, of Consolidated Net Income for such period, plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period,
(ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, including amortization of deferred financing costs, (iv) all extraordinary, unusual or
non-recurring losses and expenses for such period, (v) non-cash expenses related to stock based compensation, (vi) fees and expenses directly incurred or paid in connection with (x) the Transactions, (y) to the extent not
prohibited hereunder, acquisitions and dispositions, and (z) to the extent not prohibited hereunder, issuances or incurrence of Debt, issuances of Equity Interests or refinancing transactions and modifications of instruments of Debt,
(vii) non-cash foreign exchange losses related to balance sheet revaluations, (viii) non-cash charges and expenses relating to Hedge Agreements and (ix) the aggregate amount of all other extraordinary, unusual or non-recurring,
non-cash charges, 

  
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expenses or losses reducing Consolidated Net Income during such period (including all associated reserves taken during such period on account of contingent cash payments that may be required in a
future period) minus (b) without duplication and to the extent included in determining such Consolidated Net Income, (i) any all extraordinary, unusual or non-recurring gains for such period determined in accordance with GAAP for
the most recently completed Measurement Period, (ii) non-cash foreign exchange gains related to balance sheet revaluations, (iii) non-cash gains relating to Hedge Agreements, and (iv) all cash payments made during such period on
account of reserves and other non-cash charges, losses and/or expenses added to Consolidated Net Income in a previous period pursuant to preceding clauses (a)(vii), (a)(viii) and/or (a)(ix). 

“Effective Date” means the date this Agreement becomes effective in accordance with Section 3.01.

 “Eligible Assignee” means with respect to the Revolving Credit Facility, (a) a Lender Party;
(b) an Affiliate of a Lender Party, (c) an Approved Fund and (d) any other Person (other than an individual) approved by (x) the Administrative Agent, (y) each of the Issuing Banks and (z) unless an Event of Default
under Section 6.01(a) or (f) has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed, it being understood that the Borrower may withhold consent with respect to any Persons which are
engaged in the freight rail transportation business in North and/or Central America, or any Person controlling, or under common control with, any such Person (the “Excluded Persons”); it being further acknowledged and
understood that none of the lenders under the Existing Credit Agreements as of the Effective Date are, individually or in the aggregate, Excluded Persons as of the Effective Date); provided, however, neither any Loan Party nor any Affiliate
of a Loan Party shall qualify as an Eligible Assignee under this definition. 
 “Environmental
Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent
agreement relating in any way to any Environmental Law, any Environmental Permit or Hazardous Material or arising from alleged injury or threat to the environment or health and safety as such relates to exposure to Hazardous Material, including,
without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or third party for damages,
contribution, indemnification, cost recovery, compensation or injunctive relief. 
 “Environmental
Law” means any Federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, writ, judgment, injunction, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of
the environment, natural resources or health and safety as such relates to exposure to Hazardous Material, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of
Hazardous Materials. 
 “Environmental Liability” means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

  
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 “Environmental Permit” means any permit, approval,
identification number, license or other authorization required under any Environmental Law. 
 “Equity
Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of
capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the
purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or
nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and
the regulations promulgated and rulings issued thereunder. 
 “ERISA Event” means (a) any
Reportable Event; (b) a determination that any Plan is in “at risk” status (within the meaning of Section 303 of ERISA); (c) the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of
ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any member of the Controlled Group of any liability under Title IV of ERISA with respect to the termination of
any Plan; (e) the receipt by the Borrower or any member of the Controlled Group from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (f) the
incurrence by the Borrower or any member of the Controlled Group of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by the Borrower or any member of the Controlled Group of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any member of the Controlled Group of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA or has been determined to be in “endangered” or “critical” status (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of
ERISA); or (h) the conditions for the imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan. 

“Eurocurrency Liabilities” has the meaning specified in Regulation D of the Board of Governors of
the Federal Reserve System, as in effect from time to time. 
 “Eurodollar Lending Office” means,
(a) in the case of any Revolving Credit Lender, the office of such Lender Party specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto, or (b) in the case of any Lender Party, the office of such
Lender Party specified as its “Eurodollar Lending Office” in the Assignment and Acceptance pursuant to which it became a Lender Party (or if no other office is specified, its Domestic Lending Office), or such other office of such Lender
Party as such Lender Party may from time to time specify to the Borrower and the Administrative Agent. 

“Eurodollar Rate” means:  

(a) for any Interest Period with respect to a Eurodollar Rate Advance, the rate per annum equal to the London Interbank Offered
Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations
as may be 

  
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designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for
delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and 
 (b) for any
interest calculation with respect to a Base Rate Advance (to the extent calculated based on clause (c) of the definition of “Base Rate”) on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined
two Business Days prior to such date for U.S. dollar deposits with a term of one month commencing that day; and 
 (c) if the
Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement; 
 provided that to the extent
a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is
not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. 

“Eurodollar Rate Advance” means an Advance that bears interest as provided in Section 2.07(a)(ii).

 “Events of Default” has the meaning specified in Section 6.01. 

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the
extent that, all or a portion of the Guaranty of such Guarantor of such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or
the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder
at the time the Guaranty of such Guarantor becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap
Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to the Recipient or
required to be withheld or deducted from a payment to the Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient
being organized under the laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other
Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the
date on which (i) such Lender acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by the Borrower under Section 9.12) or (ii) such Lender changes its Applicable Lending Office, except in
each case to the extent that, pursuant to Section 2.12, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed
its Applicable Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.12(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. 

  
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 “Existing Credit Agreements” means the KCSR Credit
Agreement and the KCSM Credit Agreement. 
 “Extended Revolving Credit Advance” means the Revolving
Credit Advance of any Revolving Credit Lender extended pursuant to an Extended Revolving Credit Commitment. 

“Extended Revolving Credit Commitment” has the meaning specified in Section 2.20(b)(ii). 

“Extension” has the meaning specified in Section 2.20(a). 

“Extension Offer” has the meaning specified in Section 2.20(a). 

“Facility” means the Revolving Credit Facility or the Letter of Credit Facility. 

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement
(or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to
Section 1471(b)(1) of the Internal Revenue Code. 
 “Federal Funds Rate” means, for any day, the
rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such
transactions as determined by the Administrative Agent. 
 “Fiscal Year” means a fiscal year of the
Borrower and its Consolidated Subsidiaries ending on December 31 in any calendar year. 

“Fitch” means Fitch Ratings, Ltd, a division of Fitch, Inc. 

“Foreign Lender Party” means any Lender Party that is not a U.S. Person. 

“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than
the United States of America, any State thereof or the District of Columbia. 
 “Fronting Exposure”
means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations with respect to Letters of Credit issued by such Issuing Bank other than L/C
Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. 

  
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 “FSCHO Subsidiary” means any direct or indirect
Subsidiary all of the assets of which consist of the equity and/or indebtedness, which is treated as equity for U.S. federal income tax purposes, of one of more CFCs. 

“Fund” means any Person (other than an individual) that is or will be engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 

“GAAP” has the meaning specified in Section 1.03. 

“Governmental Authority” means the government of the United States of America or any other nation, or
of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers
or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 

“Governmental Authorization” means any authorization, approval, consent, franchise, license, covenant,
order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority. 

“Granting Lender” has the meaning specified in Section 9.07(k). 

“Guaranteed Obligations” has the meaning specified in Section 8.01(a). 

“Guaranty” means the guaranty of the Guarantors set forth in Article VIII together with each other
guaranty and guaranty supplement delivered pursuant to Section 5.01(h), in each case as amended, amended and restated, modified or otherwise supplemented. 

“Guarantors” means (i) the Borrower (other than with respect to its own Obligations), (ii) as
of the Effective Date, the Restricted Subsidiaries of the Borrower listed on Schedule II hereto and (iii) each other Restricted Subsidiary of the Borrower that shall be required to execute and deliver a guaranty pursuant to
Section 5.01(h). 
 “Guaranty Supplement” has the meaning specified in Section 8.05. 

“Hazardous Materials” means (a) petroleum or petroleum products, by-products or breakdown
products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls, greenhouse gases and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a
pollutant or contaminant under any Environmental Law. 
 “Hedge Agreements” means interest rate swap,
cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity price hedging agreements and arrangements and other hedging agreements. 

“Hedge Bank” means (a) any Person that, at the time it enters into a Hedge Agreement, is a Lender
Party or an Affiliate of a Lender Party or (b) any Lender Party or Affiliate of a Lender Party that has entered into a Hedge Agreement prior to the Effective Date, in each case in its capacity as a party to such Hedge Agreement. 

  
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 “Honor Date” has the meaning specified in
Section 2.03(d)(i). 
 “Incremental Amendment” has the meaning specified in
Section 2.18(b). 
 “Incremental Facility Effective Date” has the meaning specified in
Section 2.18(b). 
 “Incremental Revolving Credit Commitments” has the meaning specified in
Section 2.18(a). 
 “Indemnified Party” has the meaning specified in Section 9.04(b). 

“Indemnified Taxes” means Taxes other than Excluded Taxes, imposed on or with respect to any payment
made by or on account of any obligation of any Loan Party under any Loan Document. 
 “Initial Extension of
Credit” means the earlier to occur of the initial Borrowing and the initial issuance of a Letter of Credit under this Agreement. 

“Interest Coverage Ratio” means, at any date of determination, the ratio of (a) EBITDA to
(b) Consolidated Interest Expense, in each case, for the most recently completed Measurement Period. 

“Interest Period” means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the
period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance, and ending on the last day of the period selected by the Borrower pursuant to the provisions
below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such
Interest Period shall be one week, one month, two months, three months or six months (or, if agreed to by each Lender participating therein, twelve months thereafter), as the Borrower may, upon notice received by the Administrative Agent not later
than 1:00 P.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select (or such shorter periods as the Borrower may select and may be available and acceptable to the Lenders);
provided, however, that: 
 (a) the Borrower may not select any Interest Period with respect to any Eurodollar
Rate Advance under a Facility that ends after any principal repayment installment date for such Facility unless, after giving effect to such selection, the aggregate principal amount of Base Rate Advances and of Eurodollar Rate Advances having
Interest Periods that end on or prior to such principal repayment installment date for such Facility shall be at least equal to the aggregate principal amount of Advances under such Facility due and payable on or prior to such date; 

(b) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of
such Interest Period shall occur on the next preceding Business Day; and 
 (c) whenever the first day of any Interest Period
occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such
Interest Period shall end on the last Business Day of such succeeding calendar month. 

  
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 “Internal Revenue Code” means the Internal Revenue Code
of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. 

“Interstate Commerce Act” means the Interstate Commerce Commission Termination Act of 1995, and the
regulations promulgated thereunder. 
 “ISP” means, with respect to any Letter of Credit, the
“International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

“Issuing Banks” means (a) the banks identified on Schedule I as the Issuing Banks and (b) any
Eligible Assignee to which the Letter of Credit Commitment hereunder has been assigned pursuant to Section 9.07 so long as such Eligible Assignee expressly agrees to perform in accordance with their terms all of the obligations that by the
terms of this Agreement are required to be performed by it as an Issuing Bank and notifies the Administrative Agent of its Applicable Lending Office and the amount of its Letter of Credit Commitment, which shall be no less than the Letter of Credit
Commitment of the assigning Issuing Bank (which information shall be recorded by the Administrative Agent in the Register), for so long as such Issuing Bank or Eligible Assignee, as the case may be, shall have a Letter of Credit Commitment;
provided that, if an Extension is effected in accordance with Section 2.20, then on the occurrence of the Termination Date in respect of the Revolving Credit Facility (ignoring, for the purposes of this proviso, clause (v) of the
definition of “Termination Date”), each Issuing Bank shall, unless it elects otherwise in the definitive documentation with respect to such Extension, have the right to resign as such on, or on any date within twenty
(20) Business Days after, the Termination Date in respect of the Revolving Credit Facility, upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such
resignation and upon the effectiveness thereof, the resigning Issuing Bank shall retain all of its rights hereunder and under the other Loan Documents as Issuing Bank with respect to all Letters of Credit theretofore issued by it (which Letters of
Credit shall remain outstanding in accordance with the terms hereof until their respective expirations) but shall not be required to issue any further Letters of Credit hereunder. If at any time and for any reason (including as a result of
resignations as contemplated by the last proviso to the preceding sentence), an Issuing Bank has resigned in such capacity in accordance with the preceding sentence and no other Issuing Banks exist at such time, then no Person shall be an Issuing
Bank hereunder obligated to issue Letters of Credit unless and until (and only for so long as) a Lender (or Affiliate of a Lender) reasonably satisfactory to the Administrative Agent and the Borrower agrees to act as Issuing Bank hereunder. 

“KCSM” means Kansas City Southern de Mexico, S.A. de C.V., a corporation with variable capital
(sociedad anónima de capital variable) organized under the laws of Mexico. 
 “KCSM Credit
Agreement” means that certain Second Amended and Restated Credit Agreement dated as of November 29, 2012, among, inter alia, KCSM, as borrower, the various financial institutions and other persons from time to time each as
lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended, restated, amended and restated, modified or otherwise supplemented from time to time. 

  
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 “KCSR” means The Kansas City Southern Railway Company, a
Missouri corporation. 
 “KCSR Credit Agreement” means that certain Second Amended and Restated
Credit Agreement dated as of November 21, 2012, among KCSR, as borrower, the Borrower, as parent, the subsidiary guarantors named therein, as guarantors, the initial lenders, initial issuing bank and swing line bank each named therein, The Bank
of Nova Scotia, as administrative agent and collateral agent, as amended, restated, amended and restated, modified or otherwise supplemented from time to time. 

“L/C Collateral Account” means a Letter of Credit collateral deposit account in the name of the
Administrative Agent and under the sole control and dominion of the Administrative Agent. 
 “L/C
Disbursement” means a payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit. 

“L/C Obligations” means, as at any date of determination, the aggregate Available Amount under all
outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including (without duplication) all Letter of Credit Advances. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section 1.05. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of
the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

“L/C Related Documents” means with respect to any Letter of Credit, the Letter of Credit Application,
and any other document, agreement and instrument entered into by an Issuing Bank and the Borrower (or any Subsidiary) or in favor of such Issuing Bank and relating to such Letter of Credit. 

“Lead Arrangers” has the meaning set forth in the recital of the parties to this Agreement. 

“Lender Party” means any Lender and any Issuing Bank. 

“Lenders” means (i) the banks, financial institutions and other institutional lenders identified
on Schedule I and (ii) each Person that shall become a Lender hereunder pursuant to Section 9.07 for so long as such Person shall be party to this Agreement. 

“Lenders Presentation” means the presentation to the Lenders on October 22, 2015 delivered in
connection with the syndication of the Commitments. 
 “Letter of Credit” means any standby letter of
credit issued hereunder. 
 “Letter of Credit Advance” means an advance made by an Issuing Bank or
any Revolving Credit Lender pursuant to Section 2.03(d)(iii). 

  
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 “Letter of Credit Application” means an application and
agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by an Issuing Bank. 

“Letter of Credit Commitment” means, with respect to the Issuing Bank at any time, the amount set forth
opposite the Issuing Bank’s name on Schedule I hereto under the caption “Letter of Credit Commitment” or, if the Issuing Bank has entered into an Assignment and Acceptance, set forth for the Issuing Bank in the Register
maintained by the Administrative Agent pursuant to Section 9.07(d) as the Issuing Bank’s “Letter of Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05. As of the Effective
Date, the aggregate Letter of Credit Commitment is $25,000,000. 
 “Letter of Credit Facility” means,
at any time, an amount equal to the aggregate amount of the Issuing Banks’ Letter of Credit Commitment at such time, as such amount may be reduced at or prior to such time pursuant to Section 2.05. 

“Leverage Ratio” means, at any date of determination, the ratio of (a) the aggregate amount of
Debt for Borrowed Money at such date to (b) EBITDA for the most recently completed Measurement Period. 

“Lien” means any lien, security interest or other charge or encumbrance of any kind, including, without
limitation, the lien or retained security title of a conditional vendor. 
 “Loan Documents” means
(i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Agency Fee Letter, (v) each Letter of Credit Application, and (vi) solely where the term “Loan Documents” is used or referred to in
Section 2.11(f), Article VII or Section 9.11 hereof or in the Guaranty, each Cash Management Agreement and Hedge Agreement, in each case, to the extent entered into by and between any Loan Party and any Cash Management Bank or Hedge Bank,
as the case may be, in each case as amended. 
 “Loan Parties” means the Borrower and the Guarantors.

 “Margin Stock” has the meaning specified in Regulation U. 

“Material Adverse Change” means any material adverse change in the business, financial condition,
operations, performance or properties of the Borrower and its Subsidiaries, taken as a whole. 
 “Material Adverse
Effect” means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower and its Subsidiaries, taken as a whole, (b) the rights and
remedies of the Administrative Agent or any Lender Party under any Loan Document or (c) the ability of any Loan Party to perform its Obligations under any Loan Document to which it is or is to be a party. 

“Material Debt” means (i) Debt (other than the Obligations hereunder) and (ii) obligations in
respect of any Hedge Agreement of the Borrower or its Restricted Subsidiaries, in an aggregate principal amount exceeding $75,000,000. For purposes of determining Material Debt, the “principal amount” of the obligations of the Borrower or
any Restricted Subsidiary in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Hedge Agreement
were terminated at such time. 

  
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 “Measurement Period” means, at any date of determination,
the most recently completed four consecutive fiscal quarters of the Borrower ending on or prior to such date. 

“Meridian Speedway” means Meridian Speedway, LLC, a Delaware limited liability company. 

“Minimum Extension Condition” has the meaning specified in Section 2.20(c). 

“Moody’s” means Moody’s Investors Service, Inc. 

“Multiemployer Plan” means a Plan that is a “multiemployer plan” as defined in
Section 4001(a)(3) of ERISA as to which the Borrower or any member of the Controlled Group may have any liability. 

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that
(i) requires the approval of all or all affected Lenders in accordance with the terms of Section 9.01 and (ii) has been approved by the Required Lenders. 

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

 “Non-Extension Notice Date” has the meaning specified in Section 2.01(c)(i). 

“Note” means a promissory note of the Borrower payable to the order of any Revolving Credit Lender, in
substantially the form of Exhibit A hereto. 
 “Notes Exchange” means the transaction whereby
the Borrower shall have offered to exchange any and all of (a) the 3.85% Senior Notes due 2023, 4.30% Senior Notes due 2043 and 4.95% Senior Notes due 2045 issued by KCSR (collectively, the “KCSR Notes”) and (b) the
Floating Rate Senior Notes due 2016, 2.35% Senior Notes due 2020 and 3.00% Senior Notes due 2023 issued by KCSM (collectively, the “KCSM Notes”), for corresponding notes of like tenor and coupon issued by the Borrower. 

“Notice of Borrowing” means a notice of borrowing consisting of simultaneous Advances of the same Type
and, in the case of Eurodollar Rate Advances, having the same Interest Period made by each of the Lenders pursuant to Section 2.02(a). 

“Notice of Issuance” has the meaning specified in Section 2.03(a). 

“Obligation” means, with respect to any Person, any payment, performance or other obligation of such
Person of any kind, including, without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 6.01(f). Without limiting the generality of the foregoing, the
Obligations of any Loan Party under the Loan Documents include (a) the obligation to pay principal, interest (including, without limitation, Post Petition Interest), Letter of Credit commissions, charges, expenses, fees, attorneys’ fees
and disbursements, indemnities and other amounts payable by such Loan Party under any Loan Document and (b) the obligation of such Loan Party to reimburse any amount in respect of any of the foregoing that any Lender Party, in its sole
discretion, may elect to pay or advance on behalf of such Loan Party. 

  
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Without further limiting the generality of the foregoing, the Obligations of any Loan Party under the Loan Documents shall include the Obligations of the Borrower and its Subsidiaries under any
Cash Management Agreements or any Hedge Agreements, to the extent such agreements are entered into by and between the Borrower and/or any of its Subsidiaries and any Cash Management Bank or Hedge Bank, as applicable. 

“Other Advances” means one or more Classes of Advances that result from an Extension or a Refinancing
Amendment. 
 “Other Commitments” means one or more Classes of Commitments hereunder that result from
an Extension or a Refinancing Amendment. 
 “Other Connection Taxes” means, with
respect to any Recipient, Taxes imposed as a result of a present or former connection between the Administrative Agent or such Lender Party and the jurisdiction imposing such Tax (other than connections arising from the Administrative Agent or such
Lender Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or
sold or assigned an interest in any Advance or Loan Document). 
 “Other Taxes” means
any and all present or future recording, stamp, documentary, excise, transfer, sales, property, or similar taxes, charges or levies arising from any payment made hereunder or under the Notes or under any other Loan Document or from the execution,
delivery, registration or enforcement of, or otherwise with respect to, this Agreement, the Notes or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made
pursuant to Section 2.17). 
 “Participant Register” has the meaning specified in
Section 9.07(l). 
 “Patriot Act” means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001. 

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions. 
 “Permitted Liens” means such of the following:
(a) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(b); (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and
repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in the ordinary course of business, to secure obligations under workers’ compensation laws or similar legislation, or to secure public or statutory obligations; (d) deposits to secure the performance of bids,
trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) Liens securing judgments (or the payment of money not constituting a Default under Section 6.01(g)) or securing appeal or other surety bonds related to such judgments; (f) easements, rights-of-way, zoning restrictions, minor
defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached or with the Borrower’s or Restricted Subsidiary’s


  
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ability to conduct its business as currently conducted or to utilize such property for its intended purpose, (g) licenses, leases or subleases granted to others that do not materially
interfere with the ordinary course of the business; (h) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the import of goods; and (i) Liens of the type
described in Section 4-210 of the Uniform Commercial Code (or any similar provision of applicable law) or created under the deposit agreements, treasury management agreements, credit card merchant agreements or similar agreements relating to
any account included with the definition of Cash Equivalent. 
 “Person” means an individual,
partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof. 

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) that is covered by
Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code as to which the Borrower or any member of the Controlled Group may have any liability. 

“Platform” has the meaning specified in Section 5.03. 

“Post Petition Interest” means all interest and expenses accruing after the commencement of a
proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding. 

“Preferred Interests” means, with respect to any Person, Equity Interests issued by such Person that
are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation. 

“Pro Forma Basis” means, with respect to the calculation of the Leverage Ratio, the Interest Coverage
Ratio or any other calculation under any applicable provision of the Loan Documents, as of any date, that pro forma effect will be given to the Transactions, any acquisition or investment, any issuance, incurrence, assumption or permanent repayment
of Debt (including Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any such financial ratio or other calculation is being calculated) and all sales, transfers and other dispositions or
discontinuance of any Subsidiary, line of business or division, or any conversion of a Restricted Subsidiary to an Unrestricted Subsidiary or of an Unrestricted Subsidiary to a Restricted Subsidiary, in each case that have occurred during the four
consecutive fiscal quarter period of the Borrower being used to calculate such financial ratio (the “Reference Period”), or subsequent to the end of the Reference Period but prior to such date or prior to or simultaneously
with the event for which a determination under this definition is made (including any such event occurring at a Person who became a Restricted Subsidiary after the commencement of the Reference Period), as if each such event occurred on the first
day of the Reference Period. 
 “Pro Rata Share” of any amount means, with respect to any Revolving
Credit Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Revolving Credit Commitment at such time (or, if the Revolving Credit Commitments shall have been terminated
pursuant to Section 2.05 or 6.01, such Lender’s Revolving Credit Commitment as in effect immediately prior to such termination) and the denominator of which is the Revolving Credit Facility at such time (or, if the Revolving Credit


  
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Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the Revolving Credit Facility as in effect immediately prior to such termination); provided that,
notwithstanding anything to the contrary contained herein, the foregoing shall be subject to the express provisions of Sections 2.18, 2.19 and 2.20. 

“Public Lender” has the meaning specified in Section 5.03. 

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total
assets exceeding $10,000,000 at the time the relevant Guaranty becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any
regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 

“Railway Labor Act” means the Railway Labor Act, as amended from time to time. 

“Rating Agencies” means Fitch, S&P and Moody’s. 

“Ratings” means the non-credit enhanced long-term senior unsecured debt rating of the Borrower by each
of S&P, Moody’s or Fitch. 
 “Recipient” means (a) the Administrative
Agent, (b) any Lender or (c) any Issuing Bank, as applicable. 

“Refinancing” means the repayment in full and termination of the Debt under the Existing Credit
Agreements on the Effective Date. 
 “Refinancing Amendment” means an amendment to this Agreement in
form and substance reasonably satisfactory to the Administrative Agent and the Borrower executed by each of (a) each Loan Party, (b) the Administrative Agent and (c) each Lender or other Person that agrees to provide any portion of
the Credit Agreement Refinancing Debt being incurred pursuant thereto, in accordance with Section 2.19. 

“Register” has the meaning specified in Section 9.07(d). 

“Regulation A” means Regulation A of the Board of Governors of the Federal Reserve System, as in
effect from time to time. 
 “Regulation U” means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time. 
 “Regulation X” means Regulation X of
the Board of Governors of the Federal Reserve System, as in effect from time to time. 
 “Related Indemnified
Party” of an Indemnified Party means (a) any Subsidiary of such Indemnified Party, (b) the respective directors, officers or employees of such Indemnified Party or any of its Subsidiaries and (c) the respective agents of
such Indemnified Party or any of its Subsidiaries, in the case of this clause (c), acting at the instructions of such Indemnified Party. 

“Reportable Event” means any reportable event as defined in Section 4043 of ERISA and the
regulations issued under such Section with respect to a Plan, excluding, however, such 

  
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events as to which the PBGC by regulation or by technical update waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event;
provided that a failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any waiver in accordance with
Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA. 
 “Required
Lenders” means, at any time, Lenders owed or holding at least a majority in interest of the sum of (a) the aggregate principal amount of the Advances outstanding at such time, (b) the aggregate Available Amount of all Letters
of Credit outstanding at such time, and (c) the aggregate Unused Revolving Credit Commitments at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time, there shall be excluded from the
determination of Required Lenders at such time (A) the aggregate principal amount of the Advances owing to such Lender (in its capacity as a Lender) and outstanding at such time, (B) such Lender’s Pro Rata Share of the aggregate
Available Amount of all Letters of Credit outstanding at such time, and (C) the Unused Revolving Credit Commitment of such Lender at such time. For purposes of this definition, the aggregate principal amount of Letter of Credit Advances owing
to any Issuing Bank and the Available Amount of each Letter of Credit shall be considered to be owed to the Revolving Credit Lenders ratably in accordance with their respective Revolving Credit Commitments. 

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer,
assistant treasurer, secretary, assistant secretary or controller of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing
officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder
that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party. 
 “Restricted Payment” has the
meaning specified in Section 5.02(g). 
 “Restricted Subsidiary” means any Subsidiary that is
not an Unrestricted Subsidiary. 
 “Revolving Credit Advance” has the meaning specified in
Section 2.01(a). 
 “Revolving Credit Commitment” means, collectively, with respect to any
Revolving Credit Lender at any time, (a) the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Revolving Credit Commitment” and (b) if such Lender has entered into one or more Assignment
and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d), in each case, as such Lender’s “Revolving Credit Commitment”, may be reduced at or prior to such time
pursuant to Section 2.05 or increased at or prior to such time pursuant to Section 2.18. 
 “Revolving
Credit Exposure” means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Advances and such Revolving Credit Lender’s participation in L/C Obligations at
such time. 

  
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 “Revolving Credit Facility” means, at any time, the
aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time. 
 “Revolving
Credit Lender” means any Lender that has a Revolving Credit Commitment. 
 “S&P”
means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. 

“Sale and Leaseback Transaction” means any arrangement, directly or indirectly, whereby any Person
shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose
or purposes as the property being sold or transferred. 
 “Sanctioned Country” means, at any time, a
country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria). 

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of
designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, by the United Nations Security Council, the European Union, any European Union member state, Her
Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in
the foregoing clauses (a) or (b). 
 “Sanctions” means all economic or financial sanctions or
trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State,
(b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority. 

“SEC” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of
its principal functions. 
 “Securitization Transaction” means any transfer by the Borrower or any
Restricted Subsidiary of accounts receivable or interests therein (a) to a trust, partnership, corporation or other entity, which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or
any successor transferee of Debt or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such accounts receivable or interests or (b) directly to one or more investors or other
purchasers; provided that recourse to the Borrower or any of its Restricted Subsidiaries in connection with such transaction shall be limited to the extent customary for similar transactions in the applicable jurisdictions (including, to the
extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to such transfer). The amount of any Securitization Transaction shall be deemed at any time to be the aggregate
principal or stated amount of the Debt or other securities referred to in the preceding sentence or, if there shall be no such principal or stated amount, the uncollected amount of the accounts receivable transferred pursuant to such Securitization
Transaction net of any such accounts receivable that have been written off as uncollectible. 

  
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 “Significant Subsidiary” means any Domestic Restricted
Subsidiary (other than a FSCHO Subsidiary) (a) the Consolidated revenues of which for the most recent Fiscal Year for which audited financial statements have been delivered pursuant to Section 5.03 were greater than 5% of the Consolidated
revenues of the Borrower and its Subsidiaries for such Fiscal Year or (b) the Consolidated tangible assets of which as of the end of such Fiscal Year were greater than 5% of the Consolidated tangible assets of the Borrower and its Subsidiaries
as of such date; provided that (i) the aggregate Consolidated revenues of all Domestic Restricted Subsidiaries that are not Significant Subsidiaries for such Fiscal Year shall not exceed 10% of the Consolidated revenues of the Borrower
and its Subsidiaries for such Fiscal Year and (ii) the aggregate Consolidated tangible assets of all Domestic Restricted Subsidiaries that are not Significant Subsidiaries as of the end of such Fiscal Year shall not exceed 10% of the
Consolidated tangible assets of the Borrower and its Subsidiaries as of such date. If at any time the condition set forth in clause (i) or (ii) shall not be met, then the Borrower shall at such time designate one or more Domestic
Restricted Subsidiaries as Significant Subsidiaries to the extent necessary to eliminate the applicable excess described in such clause (i) or (ii). 

“Solvent” and “Solvency” mean, with respect to any Person on a particular date,
that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of
such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such
Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability. 
 “SPC” has the
meaning specified in Section 9.07(k). 
 “Subordinated Obligations” has the meaning specified in
Section 8.06. 
 “Subsidiary” of any Person means any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of
whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or
limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such
Person’s other Subsidiaries. Unless otherwise specified, all references herein to a “Subsidiary” or “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 

“Subsidiary Redesignation” has the meaning specified in the definition of “Unrestricted
Subsidiary”. 
 “Surviving Debt” means Debt of each Loan Party and its Restricted
Subsidiaries outstanding immediately before and permitted to be remain outstanding after giving effect to the Initial Extension of Credit. 

  
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 “Swap Obligation” means, with respect to any Guarantor,
any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. 

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings (including backup withholding), and all liabilities with respect thereto, imposed by any Governmental Authority. 

“Termination Date” means the earlier of (a) the date of termination in whole of the Revolving
Credit Commitments and the Letter of Credit Commitment pursuant to Section 2.05 or 6.01 and (b) (i) December 9, 2020, (ii) for the purposes of any Credit Agreement Refinancing Debt incurred pursuant to this Agreement, the
termination date specified in the applicable Refinancing Amendment and (iii) for the purposes of any Extended Revolving Credit Commitment, the extended Termination Date specified in the applicable Extension Offer. 

“Total Assets” means, as of any date of determination, the total amount of all assets of the Borrower
and its Consolidated Subsidiaries, determined in accordance with GAAP, as shown on the most recent financial statements of the Borrower delivered pursuant to Section 5.03(b) or (c) (or if such determination is to be made prior to the first
delivery of financial statements pursuant to Section 5.03(b) or (c), the financial statements referred to in Section 4.01(g)). 

“Transaction” means the transactions contemplated by this Agreement and the other Loan Documents. 

“Type” refers to the distinction between Advances bearing interest at the Base Rate and Advances
bearing interest at the Eurodollar Rate . 
 “UCP” means, with respect to any Letter of Credit, the
Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance). 

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the
same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, as applicable. 

“United States” and “U.S.” mean the United States of America. 

“U.S. Person” means any Person that is a “United States Person” as defined in
Section 7701(a)(30) of the Code. 
 “U.S. Tax Compliance Certificate” has the meaning specified
in Section 2.12(e)(ii)(B)(3). 
 “Unfunded Pension Liability” of any Plan shall mean the excess
of a Plan’s benefits liabilities under Section 4001(a)(16) of ERISA over the current value of such Plan’s assets, determined in accordance with the assumptions used for funding the Plan pursuant to Section 412 of the Internal
Revenue Code for the applicable plan year. 
 “Unreimbursed Amount” has the meaning specified in
Section 2.03(d)(i). 

  
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 “Unrestricted Subsidiaries” means (a) until it is
designated as a Restricted Subsidiary pursuant to a Subsidiary Redesignation, each Subsidiary of the Borrower listed on Schedule III and (b) any Subsidiary of the Borrower that is designated by the Borrower after the Effective Date as an
Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided, that the Borrower shall only be permitted to so designate any new Unrestricted Subsidiary after the Effective Date if (i) no Default has occurred
and is continuing or would result therefrom, (ii) on a Pro Forma Basis after giving effect to each such designation, the Borrower shall be in compliance with the covenants set forth in Section 5.04 as of the last day of the most recently
ended fiscal quarter and (iii) such Subsidiary shall have been designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants and defaults) under any Credit Agreement Refinancing Debt; provided,
further, that, at any time, all Unrestricted Subsidiaries, in the aggregate, do not have total revenues (excluding any intercompany revenue) for the most recent 12-month period for which financial statements are available exceeding 5% of the
total revenues for the most recent 12-month period of the Borrower and its Consolidated Subsidiaries for which corresponding financial statements are available. The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for
purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, that (1) no Default has occurred and is continuing or would result therefrom, (2) on a Pro Forma Basis after giving effect to each
such designation, the Borrower shall be in compliance with the covenants set forth in Section 5.04 as of the last day of the most recently ended fiscal quarter, and (3) the Borrower shall have delivered to the Administrative Agent an
officer’s certificate executed by the President or a Vice President of the Borrower certifying compliance with the requirements of preceding clauses (1) and (2). 

“Unused Revolving Credit Commitment” means, with respect to any Revolving Credit Lender at any time,
(a) such Lender’s Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all Revolving Credit Advances and Letter of Credit Advances made by such Lender (in its capacity as a
Lender) and outstanding at such time plus (ii) such Lender’s Pro Rata Share of (A) the aggregate Available Amount of all Letters of Credit outstanding at such time and (B) without duplication of preceding clause
(i) the aggregate principal amount of all Letter of Credit Advances made by the Issuing Bank pursuant to Section 2.03(c) and outstanding at such time. 

“VAM” means Vamos a Mexico, S.A. de C.V., a corporation with variable capital (sociedad anonima de
capital variable) organized under the laws of Mexico. 
 “Voting Interests” means shares of
capital stock issued by a corporation, or equivalent Equity Interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions)
of such Person, even if the right so to vote has been suspended by the happening of such a contingency. 

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
 SECTION 1.02.
Computation of Time Periods; Other Definitional Provisions. In this Agreement and the other Loan Documents in the computation of periods of time from a specified date to a later specified date, the word “from” means
“from and including” and the words “to” and “until” each mean “to but excluding”. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the 

  
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same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference herein to any Person shall be construed to include such Person’s
successors and assigns, (ii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its
entirety and not to any particular provision thereof, (iii) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary
Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any
reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, (v) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) any definition of or reference to any agreement,
instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein or in any other Loan Document). 
 SECTION 1.03. Accounting Terms. (a) All accounting terms
not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(g)
(“GAAP”); provided that, notwithstanding any of the foregoing, if any change in GAAP would (x) recharacterize an operating lease as a capital lease or treat a new lease that except for such change would have been
characterized as an operating lease, as a capital lease, such change shall be disregarded or (y) require lease obligations to be included on the balance sheet of the Borrower or any of its Consolidated Subsidiaries, such obligations shall not
constitute Debt hereunder unless same are Capitalized Lease Obligations (subject to preceding clause (x)). 
 (b) If after the Effective
Date any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders a statement of reconciliation conforming the financial statements
delivered pursuant to Section 5.03(b) or (c) to GAAP used in the preparation of the financial statements described in Section 4.01(g). 

SECTION 1.04. Currency Equivalents Generally. 

(a) Any amount specified in this Agreement (other than in Articles II, VII and IX) or any of the other Loan Documents to be in U.S.
dollars shall also include the equivalent of such amount in any currency other than U.S. dollars, such equivalent amount to be determined at the rate of exchange quoted by the Administrative Agent in New York, New York at the close of business on
the Business Day immediately preceding any date of determination thereof, to prime banks in New York, New York for the spot purchase in the New York foreign exchange market of such amount in U.S. dollars with such other currency. 

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with Section 5.02 with respect to the amount
of any Lien, Debt, disposition, Restricted Payment or Affiliate transaction (a “subject transaction”) in a currency other than U.S. dollars, (i) the U.S. dollar-equivalent amount of a subject transaction in a currency
other than U.S. dollars shall be 

  
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calculated based on the relevant currency exchange rate in effect on the date of such subject transaction and, in the case of the incurrence of Debt, on the date incurred, in the case of term
debt, or first committed, in the case of revolving credit debt; provided that if such Debt is incurred to extend, replace, refund, refinance, renew or defease (collectively, a “refinancing”) other Debt denominated in a
currency other than U.S. dollars, and such extension, refunding, replacement, refinancing, renewal or defeasance would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in
effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not
exceed the principal amount of such Debt being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of unpaid and accrued interest, premium (including tender and call premiums) thereon, defeasance costs and
fees and expenses incurred (including original issue discount, upfront fees and similar interest), in connection with such extension, replacement, refunding, refinancing, renewal or defeasance and (ii) for the avoidance of doubt, it is agreed
no Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time of such subject transaction (so long as such subject transaction, at the time incurred, made, acquired, committed or
entered into (or declared in the case of a Restricted Payment) was permitted hereunder). 
 (c) For purposes of determining the Leverage
Ratio and the Interest Coverage Ratio, amounts denominated in a currency other than U.S. dollars will be converted to U.S. dollars at the currency exchange rates used in preparing the Borrower’s financial statements corresponding to the
Measurement Period with respect to the applicable date of determination and will, in the case of Debt, reflect the currency translation effects, determined in accordance with GAAP, of Hedge Agreements permitted hereunder for currency exchange risks
with respect to the applicable currency in effect on the date of determination of the U.S. dollar equivalent of such Debt. 

SECTION 1.05. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be
deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any L/C Related Document related thereto, provides for one
or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated
amount is in effect at such time. 
 ARTICLE II 

AMOUNTS AND TERMS OF THE ADVANCES 

AND THE LETTERS OF CREDIT 

SECTION 2.01. The Advances and the Letters of Credit. 

(a) The Revolving Credit Advances. Each Revolving Credit Lender severally agrees, on the terms and conditions hereinafter set forth, to
make advances in U.S. dollars (each a “Revolving Credit Advance”) to the Borrower from time to time on any Business Day during the period from (and including) the Effective Date until the Termination Date in respect of the
Revolving Credit Facility in an amount for each such Advance not to exceed such Lender’s Unused Revolving Credit Commitment at such time. Within the limits of each Revolving Credit Lender’s Unused Revolving Credit Commitment in effect from
time to time, the Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(a). 

  
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 (b) [Reserved]. 

(c) The Letters of Credit. 

(i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate
that is a commercial bank to issue on its behalf) letters of credit in U.S. dollars for the account of the Borrower from time to time on any Business Day during the period from the Effective Date until five Business Days before the Termination Date
in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) the Issuing Bank’s Letter
of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. If the Borrower so requests in any applicable Letter of Credit
Application, an Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing
Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such
Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date no later than the earlier of five Business Days before the Termination Date in respect of the Revolving Credit Facility and one year after the date of
issuance thereof; provided, however, that an Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would
have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days
before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable
conditions specified in Section 3.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the
Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(d)(iii) and request the issuance of additional Letters of
Credit under this Section 2.01(c).  
 (ii) Each Issuing Bank shall not be under any obligation to issue
any Letter of Credit if: 
 (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to
enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such
Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any
restriction, reserve or 

  
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capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or
expense which was not applicable on the Effective Date and which such Issuing Bank in good faith deems material to it; or 
 (B) the issuance
of the Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. 

SECTION 2.02. Making the Advances. (a) Except as otherwise provided in Section 2.03, each Borrowing, each conversion of
Advances from one Type to the other and each continuation of Eurodollar Rate Advances shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan
Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Advances or of any conversion of Eurodollar Rate Advances to Base Rate Advances and (ii) on the requested date of any
Borrowing of Base Rate Advances; provided, however, that if the Borrower wishes to request Eurodollar Rate Advances having an Interest Period other than one week, one month, two months, three months or six months in duration as
provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation,
whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. If the Borrower makes a request pursuant to the proviso to the immediately
preceding sentence, not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the
requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Advances shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except
as provided in Section 2.03(d), each Borrowing of or conversion to Base Rate Advances shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Notice of Borrowing, each notice of conversion of Advances
from one Type to the other, and each notice of continuation of Eurodollar Rate Advances shall specify, as applicable, (i) whether the Borrower is requesting a Borrowing, a conversion of Advances from one Type to the other, or a continuation of
Eurodollar Rate Advances, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Borrowing to be borrowed, converted or continued,
(iv) the Type of Borrowing to be borrowed or to which existing Advances are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Advance in a Committed
Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Advance shall be made as, or converted to, Base Rate Advances. Any such automatic conversion to Base Rate Advance shall be
effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Advance. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Advance in any such Committed Loan
Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. 
 (b) [Reserved].

 (c) Each Committed Loan Notice shall be irrevocable and binding on the Borrower; provided that any such notice in respect of any
acquisition not prohibited under this Agreement, or in connection with any Borrowing or Extension, as applicable, under an Incremental Amendment, Refinancing Amendment, or an Extension Offer, may be conditioned on the consummation of such


  
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acquisition or the effectiveness of any such Incremental Amendment, Refinancing Amendment, or Extension, as applicable). In the case of any Borrowing that the related Committed Loan Notice
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall, upon demand from any Appropriate Lender setting forth in reasonable detail the basis for such demand, indemnify each Appropriate Lender against any loss, cost or expense
incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Committed Loan Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or
expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on
such date. 
 (d) Unless the Administrative Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing
under a Facility under which such Lender has a Commitment that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.01(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding
amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such
corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the
interest rate applicable at such time under Section 2.07(a) to Advances comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes. 

(e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. 

SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit. (a) Request for Issuance. Each
Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third Business Day (or such fewer days as the applicable Issuing Bank and the Borrower shall agree) prior to the date of the proposed
issuance of such Letter of Credit, by the Borrower to the applicable Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telecopier or electronic communication. Each such notice of
issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed promptly in writing, telecopier, or other form of electronic communication, specifying therein the requested (A) date of such
issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter
of Credit, and shall be accompanied by a Letter of Credit Application for use in connection with such requested Letter of Credit. If (x) the requested form of such Letter of Credit is acceptable to the Issuing Bank in its sole discretion and
(y) it has not received notice from any Loan Party, the Administrative Agent or the Required Lenders that one or more of the applicable conditions specified in Article III have not been fulfilled, the applicable Issuing Bank will, upon
fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 or as otherwise agreed with the Borrower in connection with such issuance.


  
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 (b) Letter of Credit Reports. Each Issuing Bank shall furnish (A) to the
Administrative Agent on the first Business Day of each week a written report summarizing issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the previous week and drawings during such week under all Letters of
Credit by such Issuing Bank, (B) to each Revolving Credit Lender on the first Business Day of each month a written report summarizing issuance and expiration dates of Letters of Credit by such Issuing Bank issued during the preceding month and
drawings during such month under all Letters of Credit by such Issuing Bank and (C) to the Administrative Agent and each Revolving Credit Lender on the first Business Day of each calendar quarter a written report setting forth the average daily
aggregate Available Amount during the preceding calendar quarter of all Letters of Credit by such Issuing Bank. 
 (c) [Reserved].

 (d) Drawing and Reimbursement. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of
Credit, the applicable Issuing Bank shall notify the Borrower and the Administrative Agent thereof. If the Borrower is notified of such drawing prior to 11:00 a.m. on such date, then not later than 1:00 p.m. on the date of any payment by such
Issuing Bank under a Letter of Credit (or 1:00 p.m. on the next succeeding Business Day, if the Borrower is not notified of such drawing prior to 11:00 a.m. on such day) (each such date, an “Honor Date”), the Borrower shall
reimburse such Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such Issuing Bank by such time, the Administrative Agent shall promptly notify each Lender of the
Honor Date, the amount of the unreimbursed drawing of the L/C Disbursement (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share of the Available Amount thereof. In such event, the Borrower shall be
deemed to have requested a Base Rate Advance to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02(a) for the principal amount of Base Rate
Advances, but subject to the amount of the unutilized portion of the aggregate Commitments and the conditions set forth in Section 3.02 (other than the delivery of a Committed Loan Notice). Any notice given by an Issuing Bank or the
Administrative Agent pursuant to this Section 2.03(d)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice. 
 (ii) Each Lender shall upon any notice pursuant to
Section 2.03(d)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable Issuing Bank at the Administrative Agent’s Office in an amount equal to its Pro
Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(d)(iii), each Lender that so makes funds available
shall be deemed to have made a Base Rate Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Issuing Bank. 

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Base Rate Advance because the conditions set
forth in Section 3.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from an Issuing Bank a Letter of Credit Advance in the amount of the Unreimbursed Amount that is not so refinanced, which Letter of
Credit Advance shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum then applicable to Revolving Credit Advances that are Base Rate Advances (provided that if the Borrower fails to
reimburse such Letter of Credit Advance when 

  
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due pursuant to this clause (iii), then Section 2.07(b) shall apply). In such event, each Lender’s payment to the Administrative Agent for the account of the Issuing Bank pursuant to
Section 2.03(d)(ii) shall be deemed payment in respect of its participation in such Letter of Credit Advance and shall constitute an Letter of Credit Advance from such Lender in satisfaction of its participation obligation under this
Section 2.03. 
 (iv) Until each Lender funds its Letter of Credit Advance or Base Rate Advance pursuant to this
Section 2.03(d) to reimburse an Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the applicable Issuing Bank. 

(v) Each Lender’s obligation to make Letter of Credit Advances or Base Rate Advances to reimburse an Issuing Bank
for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(d), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other
right which such Lender may have against an Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar
to any of the foregoing; provided, however, that each Lender’s obligation to make Base Rate Advances pursuant to this Section 2.03(d) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower
of a Committed Loan Notice, Notice of Issuance or a notice of renewal of a Letter of Credit). No such making of a Letter of Credit Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse an Issuing Bank for the amount
of any payment made by an Issuing Bank under any Letter of Credit, together with interest as provided herein. 
 (vi)
If any Lender fails to make available to the Administrative Agent for the account of an Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(d) by the time specified in
Section 2.03(d)(ii), then, without limiting the other provisions of this Agreement, such Issuing Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by such Issuing Bank in accordance
with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as
aforesaid), the amount so paid shall constitute such Lender’s Advance included in the relevant Base Rate Advance or Letter of Credit Advance in respect of the relevant Letter of Credit Advance, as the case may be. A certificate of an Issuing
Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. The failure of any Lender to make available to the Administrative Agent for the
account of an Issuing Bank any amount required to be paid by such Lender on the date specified in this Section 2.03(d) shall not relieve any other Lender of its obligation hereunder to make its Letter of Credit Advance or Base Rate Advance, as
applicable, on such date, but no Lender shall be responsible for the failure of any other Lender to make the Letter of Credit Advance or Base Rate Advance, as applicable, to be made by such other Lender on such date. 

(e) Obligations Absolute. The obligation of the Borrower to reimburse any Issuing Bank for each drawing under each Letter of Credit and
to repay each Letter of Credit Advance shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: 

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; 

  
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 (ii) the existence of any claim, counterclaim, setoff, defense or other right
that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any Issuing Bank or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; 

(iv) waiver by an Issuing Bank of any requirement that exists for such Issuing Bank’s protection and not the protection of
the Borrower or any waiver by such Issuing Bank which does not in fact materially prejudice the Borrower; 
 (v) honor of a
demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; 

(vi) any payment made by an Issuing Bank in respect of an otherwise complying item presented after the date specified as the
expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable; 

(vii) any payment by an Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any payment made by an Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Bankruptcy Law; or 

(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary. 

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in
the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the relevant Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against such
Issuing Bank and its correspondents unless such notice is given as aforesaid. 
 (f) Conflict with L/C Related Documents. In the
event of any conflict between the terms hereof and the terms of any L/C Related Document, the terms hereof shall control. 

SECTION 2.04. Repayment of Advances. The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving
Credit Lenders on the Termination Date in respect of the Revolving Credit Facility the aggregate principal amount of the Revolving Credit Advances then outstanding. 

  
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 SECTION 2.05. Termination or Reduction of the Commitments. (a) Optional.
The Borrower may, upon at least three Business Days’ notice to the Administrative Agent, terminate in whole or reduce in part the Unused Revolving Credit Commitments; provided, however, that each partial reduction of the Revolving
Credit Facility (i) shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii) shall be made ratably among the Appropriate Lenders in accordance with their respective Pro Rata Shares with
respect to such Facility. 
 (b) Mandatory. The Letter of Credit Facility shall be permanently reduced from time to time on the date
of each reduction in the Revolving Credit Facility by the amount, if any, by which the amount of the Letter of Credit Facility exceeds the Revolving Credit Facility after giving effect to such reduction of the Revolving Credit Facility. 

SECTION 2.06. Prepayments. (a) Optional. The Borrower may, upon notice from the Borrower to the Administrative Agent,
at any time or from time to time voluntarily prepay Advances in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent (it being acknowledged and agreed
that a notice addressed to the Administrative Agent in accordance with Section 9.02 and containing the information required by the immediately following sentence shall be acceptable to the Administrative Agent) and received by the
Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Advances and (B) on the date of prepayment of Base Rate Advances; (ii) any prepayment of Eurodollar Rate
Advances shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Advances shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Advances to be prepaid and, if Eurodollar Rate Advances are to be
prepaid, the Interest Period(s) of such Advances. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s
Pro Rata Share in respect of the Revolving Credit Facility on such date of such prepayment). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on
the date specified therein; provided that the Borrower may rescind, or extend the date for prepayment specified in, any notice of prepayment under this Section 2.06(a), if such prepayment would have resulted from a refinancing of all or
any portion of any Facility, which refinancing shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Advances shall be accompanied by all accrued interest on the amount prepaid, together with any additional
amounts then due and payable pursuant to Section 9.04(c). Subject to Section 2.15, each such prepayment shall be applied to the Advances of the Lender Parties in accordance with the amount ratably based upon the respective aggregate
amounts thereof owing to the Lender Parties on such date of such prepayment. 
 (b) Mandatory. (i) The Borrower shall, on each
Business Day, prepay, in the manner set forth in clause (iii) below, an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings and the Letter of Credit Advances and deposit an amount in the L/C
Collateral Account in an amount equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances and (y) the Letter of Credit Advances then outstanding plus the aggregate Available
Amount of all Letters of Credit then outstanding exceeds (B) the Revolving Credit Facility on such Business Day. 
 (ii) The Borrower
shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available
Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. 

  
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 (iii) Prepayments of the Revolving Credit Facility made pursuant to clause (i) above shall
be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances
are paid in full and third deposited in the L/C Collateral Account to Cash Collateralize the Letters of Credit then outstanding; and the amount remaining (if any) after the prepayment in full of the Advances then outstanding and the Cash
Collateralization of the Letters of Credit then outstanding may be retained by the Borrower. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be applied to reimburse the
applicable Issuing Bank or Revolving Credit Lenders, as applicable. 
 (iv) All prepayments under this subsection (b) shall be made
together with accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts then due and payable pursuant to Section 9.04(c). 

SECTION 2.07. Interest. (a) Scheduled Interest. The Borrower shall pay interest on the unpaid principal amount of each
Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum: 

(i) Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of
(A) the Base Rate in effect from time to time plus (B) the Applicable Margin in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date
such Base Rate Advance shall be Converted or paid in full. 
 (ii) Eurodollar Rate Advances. During such periods as such Advance is a
Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) the Eurodollar Rate for such Interest Period for such Advance plus (B) the Applicable Margin in effect from
time to time payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest
Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full. 
 (b) Default Interest. Upon the occurrence
and during the continuance of an Event of Default under Section 6.01(a), the Administrative Agent may, and upon the request of the Required Lenders shall, require that the Borrower pay interest (“Default Interest”) on
(i) the unpaid overdue principal amount of each Advance owing to each Lender Party, payable in arrears on the dates referred to in clause (i) or (ii) of Section 2.07(a), as applicable, and on demand, at a rate per annum equal at
all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (i) or (ii) of Section 2.07(a), as applicable, and (ii) to the fullest extent permitted by applicable law, the amount
of any interest, fee or other amount payable under this Agreement or any other Loan Document to the Administrative Agent or any Lender Party that is not paid when due, from the date such amount shall be due until such amount shall be paid in full,
payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid, in the case of interest, on the Type of Advance on which such
interest has accrued pursuant to clause (i) or (ii) of Section 2.07(a), as applicable, and, in all other cases, on Base Rate Advances pursuant to clause (i) of Section 2.07(a); provided, however, that following
the acceleration of the Advances, or the giving of notice by the Administrative Agent to accelerate the Advances, pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder whether or not previously required by the
Administrative Agent. 
 (c) Notice of Interest Period and Interest Rate. Promptly after receipt of a Committed Loan Notice pursuant
to Section 2.02(a) or a notice of selection of an Interest Period pursuant to the terms of the definition of “Interest Period”, the Administrative Agent shall give notice to the Borrower and each Appropriate Lender of
the applicable Interest Period and the applicable interest rate determined by the Administrative Agent for purposes of clause (a)(i) or (a)(ii) above. 

  
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 SECTION 2.08. Fees. (a) Commitment Fee. The Borrower shall pay to the
Administrative Agent for the account of the Revolving Credit Lenders a commitment fee (the “Commitment Fee”), from the Effective Date in the case of each Lender and from the effective date specified in the Assignment and
Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing March 31, 2016, and on the
Termination Date, equal to the Applicable Commitment Fee Rate times the actual daily Unused Revolving Credit Commitment of such Lender; provided, however, that any Commitment Fee accrued with respect to any of the Commitments of a
Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment
Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

 (b) Letter of Credit Fees, Etc. (i) The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit
Lender a commission, payable in arrears quarterly on the last day of each March, June, September and December, commencing March 31, 2016, and on the earliest to occur of the full drawing, expiration, termination or cancellation of any Letter of
Credit and on the Termination Date in respect of the Letter of Credit Facility, on such Lender’s Pro Rata Share of the actual daily aggregate Available Amount during such quarter of all Letters of Credit outstanding from time to time at
the Applicable Margin for Eurodollar Rate Advances under the Revolving Credit Facility. Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a) or 6.01(f), the amount of commission payable by the Borrower
under this clause (b)(i) shall be increased by 2% per annum on any overdue amounts; provided that additional commission payable pursuant to this sentence shall be without duplication of amounts payable pursuant to clause (ii) of
Section 2.07(b). For purposes of computing the actual daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05. 

(ii) The Borrower shall pay to each Issuing Bank, for its own account, (A) a fronting fee equal to 0.125% per annum of the stated
amount of each Letter of Credit issued by it, payable upon the issuance thereof, and, if applicable, payable quarterly in arrears thereafter and (B) such other commissions, issuance fees, transfer fees and other fees and charges in connection
with the issuance or administration of each Letter of Credit as the Borrower and such Issuing Bank shall agree. 
 (c) Administrative
Agent’s Fees. The Borrower shall pay to the Administrative Agent for its own account such fees as may from time to time be agreed between the Borrower and such Agent. 

(d) Lead Arrangers’ Fees. The Borrower shall pay to each Lead Arranger, for its own account, the fees in the amounts and on the
dates from time to time agreed to in writing by the Borrower and the Lead Arrangers. 
 SECTION 2.09. Conversion of Advances.
Upon the occurrence and during the continuance of any Default, (x) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) the obligation of
the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended. 

  
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 SECTION 2.10. Increased Costs, Etc. 

(a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 2.10(e)) or any Issuing Bank; 

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through
(d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

 (iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense affecting this
Agreement or Eurodollar Rate Advances made by such Lender or any Letter of Credit or participation therein; 
 and the result of any of the foregoing shall
be to increase the cost to such Lender of making, converting to, continuing or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to increase the cost to such Lender or such Issuing Bank of participating in,
issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of
principal, interest or any other amount) then, upon request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such
Issuing Bank as the case may be, for such additional costs incurred or reduction suffered. 
 (b) Capital Requirements. If any Lender
or any Issuing Bank determines that any Change in Law affecting such Lender or such Issuing Bank or any Applicable Lending Office of such Lender or such Lender’s or such Issuing Bank’s holding company, if any, regarding capital or
liquidity requirements (other than the circumstances referred to in clause (e) below) has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s
or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by, or participations in Letters of Credit such Lender, or the Letters of Credit issued by such Issuing
Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing
Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. 

(c) Certificates for Reimbursement. A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to
compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay
such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 

  
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 (d) Delay in Requests. Failure or delay on the part of any Lender or any Issuing Bank to
demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation, provided that the Borrower shall not be
required to compensate a Lender or an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or such Issuing Bank, as the case
may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). 

(e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain
reserves with respect to Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance equal to the actual costs of such reserves allocated to such Advance by such Lender (as determined by such Lender
in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Advance, provided the Borrower shall have received at least 10 days’ prior notice (with a copy to
the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant interest payment date, such additional interest shall be due and payable 10 days from receipt of such notice. 

SECTION 2.11. Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective
of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s
Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. The Administrative Agent will
promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party,
to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in
respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments
hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves. 
 (b) [Reserved]. 

(c) All computations of interest based on the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days,
as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for
the actual number of days (including the first day but excluding the last day) occurring in the period 

  
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for which such interest, fees or commissions are payable. Each determination by the Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all
purposes, absent manifest error. 
 (d) Subject to Section 2.04(a), whenever any payment hereunder or under the Notes shall be stated
to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment or letter of credit fee
or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on
the next preceding Business Day. 
 (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on
which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such
payment in full to the Administrative Agent, each such Lender Party severally agrees to repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date
such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation. 
 (f) Whenever any payment received by the Administrative Agent under this Agreement or any of
the other Loan Documents, is insufficient to pay in full all amounts due and payable to the Agents and the Lender Parties under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the
Administrative Agent and applied by the Agents and the Lender Parties in the following order of priority: 
 (i) first, to the
payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Administrative Agent (solely in its capacity as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably
based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Administrative Agent on such date; 

(ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing
Banks (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses
owing to the Issuing Banks on such date; 
 (iii) third, to the payment of all of the indemnification payments, costs and expenses
that are due and payable to the Lenders under Section 9.04 hereof and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and
expenses owing to the Lenders on such date; 
 (iv) fourth, to the payment of all of the amounts that are due and payable to the
Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 hereof on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; 

  
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 (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under
Section 2.08(a) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; 

(vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan
Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender
Parties on such date; 
 (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and
payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; 

(viii) eighth, to the payment of the principal amount of all of the outstanding Advances that is due and payable to the Administrative
Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date; and 

(ix) ninth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due
and payable to the Administrative Agent and the other Lender Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Lender Parties on such date. 

If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under
circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to
each of the Lender Parties in accordance with such Lender Party’s Pro Rata Share thereof. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other Loan Document, in no circumstances shall any payment received
from, or proceeds from any assets of, any Loan Party which is not a Qualified ECP Guarantor be applied towards the payment of any Obligations under a Hedge Agreement constituting a Loan Document. 

SECTION 2.12. Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under the
Notes or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable law; provided that if any Loan Party shall be required to deduct any Taxes from such payments, then
(i) if such Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the applicable
Recipient receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law. 
 (b) In addition, a Loan Party shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law. 

  
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 (c) Each Loan Party shall indemnify each Recipient, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes payable or paid by the Recipient, as the case may be, on or with respect to any payment by or on account of any obligation of such Loan Party hereunder or under the Notes or under any other
Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Loan Party by a Lender Party or the Administrative
Agent on its own behalf or on behalf of a Lender Party, shall be conclusive absent manifest error. 
 (d) As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(e) Status of Lenders; Tax Documentation. 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the
Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.12(e)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lender. 
 (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S.
Person, 
 (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the
date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from
U.S. federal backup withholding tax; 
 (B) any Foreign Lender Party shall, to the extent it is legally entitled to do so,
deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender Party becomes a Lender under this Agreement (and from time to time thereafter
upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 
 (1) in
the case of a Foreign Lender Party claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest 

  
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under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the
“interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 
 (2)
executed copies of IRS Form W-8ECI; 
 (3) in the case of a Foreign Lender Party claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender Party is not a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax
Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or 
 (4)
to the extent a Foreign Lender Party is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of
Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender Party is a partnership and one or more direct or indirect partners of such Foreign
Lender Party are claiming the portfolio interest exemption, such Foreign Lender Party may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner; 

(C) any Foreign Lender Party shall, to the extent it is legally entitled to do so, deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender Party becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of
the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary
documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent
at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)
and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has
complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this
Agreement. 

  
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 (iii) Each Lender agrees that if any form or certification it previously delivered pursuant to
this Section 2.12(e) expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 

(f) If the Administrative Agent or a Lender Party determines, in its sole discretion, that it has finally and irrevocably received a refund or
credit of any Taxes as to which it has been indemnified pursuant to this Section 2.12 (including by the payment of additional amounts pursuant to this Section 2.12), it shall pay to the applicable Loan Party an amount equal to such refund
(but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes imposed on such refund) of the Administrative Agent or such Lender Party
and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such Loan Party, upon the request of the Administrative Agent or such Lender Party, shall repay to the Administrative Agent or
such Lender Party the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that the Administrative Agent or such Lender Party is
required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the Administrative Agent or such Lender Party be required to pay any amount to a Loan Party pursuant to
this paragraph (f) the payment of which would place the Administrative Agent or any Lender Party in a less favorable net after-Tax position than the Administrative Agent or such Lender Party would have been in if the indemnification payments or
additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender Party to make available its Tax returns (or any other information relating to its Taxes that
it deems confidential) to any Loan Party or any other Person. 
 SECTION 2.13. Sharing of Payments, Etc. If any Lender Party
shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise (a) on account of Obligations due and payable to such Lender Party
hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party hereunder and under the Notes and the
other Loan Documents at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and
payable to all Lender Parties hereunder and under the Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the
other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party hereunder and under the Notes and the other Loan Documents at such time to
(ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and
payable) to all Lender Parties hereunder and under the Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the
Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such
Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such
Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount
paid or payable by the 

  
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purchasing Lender Party in respect of the total amount so recovered; provided further that, (A) so long as the Obligations under the Loan Documents shall not have been accelerated,
any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders and (B) the provisions of this Section shall not be construed to apply to (i) any payment made by or on behalf of
the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral, or (iii) any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to any Loan Party or any Subsidiary
thereof. The Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Borrower in the amount of such interest or participating interest, as the
case may be. Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement, the Borrower may extend the final maturity of Advances and/or Revolving Credit Commitments in connection with an Extension that
is permitted under Section 2.20 without being obligated to effect such extensions on a pro rata basis among the Lenders (it being understood that no such extension shall constitute a payment or prepayment of any Advances, for purposes of this
Section 2.13) without giving rise to any violation of this Section 2.13 or any other provision of this Agreement. Furthermore, the Borrower may take all actions contemplated by Section 2.20 in connection with any Extension (including
modifying pricing and repayments or prepayments), and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any violation of this Section 2.13 or any other
provision of this Agreement. 
 SECTION 2.14. Use of Proceeds. The proceeds of the Advances and issuances of Letters of Credit
are made available (and the Borrower shall use such proceeds and Letters of Credit) (i) to consummate the Refinancing (including the repayment of the advances and other amounts outstanding under the Existing Credit Agreements) and the Notes
Exchange, (ii) to pay related transaction fees and expenses and (iii) to provide working capital for the Borrower and its Subsidiaries for general corporate purposes (including acquisitions and repurchases of the Borrower’s Equity
Interests). 
 SECTION 2.15. Defaulting Lenders. (a) Defaulting Lender Adjustments. Notwithstanding anything to the
contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of Required Lenders. 
 (ii) Defaulting Lender Waterfall. Any
payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 6.02 or otherwise) or received by
the Administrative Agent from a Defaulting Lender pursuant to Section 9.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting
Exposure with respect to such Defaulting Lender in accordance with Section 2.15(d); fourth, as the Borrower may request (so long as no Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed
to fund its portion thereof as required by this Agreement; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a 

  
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deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances under this Agreement and
(y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks as a
result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long
as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of
its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advances or
Unreimbursed Amounts in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in
Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and Unreimbursed Amounts owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or
Unreimbursed Amounts owed to, such Defaulting Lender until such time as all Advances and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without
giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this
Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

(iii) Certain Fees. 

(A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a
Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). 

(B) Each Defaulting Lender shall be entitled to receive fees pursuant to Section 2.08(b)(i) for any period during which
that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.15(d). 

(C) With respect to any Commitment Fee or fee not required to be paid to any Defaulting Lender pursuant to clause (A) or
(B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been
reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing
Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. 
 (iv)
Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata
Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting
Lender’s Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any 

  
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claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such
Non-Defaulting Lender’s increased exposure following such reallocation. 
 (v) Cash Collateral. If the reallocation described in
clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Banks’ Fronting Exposure in accordance with
the procedures set forth in Section 2.15(d). 
 (b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, each
Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein
(which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Advances of the other Lenders or take such other actions as the Administrative Agent may
determine to be necessary to cause the Advances and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments under the applicable Facility (without giving effect to
Section 2.15(a)(iv), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was
a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any
party hereunder arising from that Lender’s having been a Defaulting Lender. 
 (c) New Letters of Credit. So long as any Lender
is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto. 

(d) Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within three Business Days following the written
request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent) the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Banks’
Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender). 

(ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for
the benefit of the Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of L/C Obligations, to be applied
pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any prior or pari passu right or claim of any Person other than the Administrative Agent and the Issuing Banks as herein
provided (other than any Permitted Lien), or that the total amount of such Cash Collateral is less than 103% of the Issuing Banks’ Fronting Exposure, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the
Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). 

(iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.15(d) in
respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued
on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. 

(iv) Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s Fronting Exposure shall no longer be
required to be held as Cash Collateral pursuant to this Section 2.15(d) and shall be promptly released following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the
applicable Lender), or (ii) the good faith determination by the Administrative Agent and the Issuing Banks that there exists excess Cash Collateral; provided that, subject to this Section 2.15(d), the Person providing Cash
Collateral and the Issuing Banks may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations. 

  
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 SECTION 2.16. Evidence of Debt. (a) The Borrower agrees that upon notice by any
Lender Party to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender Party to evidence (whether for purposes
of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender Party, the Borrower shall promptly execute and deliver to such Lender Party, with a copy to the Administrative Agent, a Note, in substantially the form of
Exhibit A hereto, respectively, payable to the order of such Lender Party in a principal amount equal to the Revolving Credit Commitment of such Lender Party. 

(b) The Register maintained by the Administrative Agent pursuant to Section 9.07(d) shall include a control account, and a subsidiary
account for each Lender Party, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable
thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender Party hereunder, and
(iv) the amount of any sum received by the Administrative Agent from the Borrower hereunder and each Lender Party’s share thereof. 

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender Party in
its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender
Party and, in the case of such account or accounts, such Lender Party, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender Party to make an entry, or any finding
that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement. 

SECTION 2.17. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under
Section 2.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12, then such Lender shall use reasonable efforts to designate a
different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.10 or 2.12, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

  
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 (b) If any Lender requests compensation under Section 2.10, or if the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.07), all of its interests, rights (other than its existing rights to
payments pursuant to Section 2.10 or 2.12) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender (other than a Defaulting Lender), if
a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, the Issuing Banks), which consent shall
not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10
or payments required to be made pursuant to Section 2.12, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 

SECTION 2.18. Incremental Advances. 

(a) The Borrower may at any time or from time to time after the Effective Date, by notice to the Administrative Agent (whereupon the
Administrative Agent shall promptly deliver a copy to each of the Lenders), request that additional Revolving Credit Commitments (the “Incremental Revolving Credit Commitments”) be made available to the Borrower,
provided that, immediately prior to, and after giving effect to the incurrence of such Incremental Revolving Credit Commitments, the Borrower shall be in compliance with the covenants set forth in Section 5.04 as of the last day of the
most recently ended fiscal quarter, on a Pro Forma Basis after giving effect to any such Incremental Revolving Credit Commitments (and, without duplication, assuming that any Incremental Revolving Credit Commitments have been fully utilized). Each
Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit
set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Revolving Credit Commitments shall not exceed $200,000,000. The Incremental Revolving Credit Commitments shall form
part of a single Class of Commitments, and shall be subject to identical terms and conditions as those applicable to, the Revolving Credit Commitments for all purposes of this Agreement and each other Loan Document. 

(b) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental
Revolving Credit Commitments, as applicable. Incremental Revolving Credit Commitments may be made or provided by any existing Lender (and each existing Revolving Credit Lender will have the right, but not an obligation, to provide all or a portion
of the Incremental Revolving Credit Commitments, in each case on terms permitted in this Section 2.18) or any other Eligible Assignee. Commitments in respect of Incremental Revolving Credit Commitments shall become Revolving Credit Commitments
under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by each Loan Party, each Lender and such other Eligible Assignee agreeing to
provide such Revolving Credit Commitment, the Administrative Agent and the Issuing Banks. An Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be
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of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.18. The effectiveness of (and any borrowing under) any Incremental Amendment shall be subject to the
satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of each of the conditions set forth in Section 3.02 (it being understood that all references to “the date of such Borrowing” or
similar language in such Section 3.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. Upon the effectiveness of any increase in the Revolving Credit
Commitments pursuant to this Section 2.18, (A) the Pro Rata Share of each Revolving Credit Lender shall be automatically adjusted to give effect to such increase, provided that the amount of each Revolving Credit Lender’s Revolving
Credit Commitments (other than a Revolving Credit Lender whose Revolving Credit Commitments shall have been increased in connection with such increase) shall remain unchanged and (B) the Borrower, the Administrative Agent and the Lenders will
use all commercially reasonable efforts to assign and assume outstanding Revolving Credit Advances of the affected category to conform the respective amounts thereof held by each Revolving Credit Lender to the Pro Rata Shares as so adjusted, it
being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any affected Revolving Credit Advance that is a Eurodollar Rate Advance on a day other than the last day of the Interest Period
applicable thereto. The Borrower will use the proceeds of the Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. 

(c) This Section 2.18 shall supersede any provisions in Section 2.06, 2.13 or 9.01 to the contrary. 

SECTION 2.19. Refinancing Amendments. At any time after the Effective Date, the Borrower may obtain, from any Lender or any other
Eligible Assignee, Credit Agreement Refinancing Debt in the form of Other Advances or Other Commitments in each case pursuant to a Refinancing Amendment. Any Other Advances may participate on a pro rata basis or on a less than pro rata basis (but
not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof
of each of the conditions set forth in Section 3.02, together with customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Effective Date under
Section 3.02. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement
shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Advances and Commitments
subject thereto as Other Advances and/or Other Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the
reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19. This Section 2.19 shall supersede any provisions in Section 2.06, 2.13 or 9.01 to the contrary. 

SECTION 2.20. Extensions of Advances and Commitments. 

(a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.20, the Borrower may from time to
time extend the maturity date, and otherwise modify the terms of any Class, or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of any Advances and/or Commitments applicable to such
Class, or any portion thereof (and related outstandings) of any such Class) (each, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the
Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.20, in each case on a pro rata basis (based 

  
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on the aggregate outstanding principal amount of the respective outstanding Advances and unfunded Commitments of such Class) and on the same terms to each such Lender. In connection with each
Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Lenders of the applicable Class), no later than thirty (30) days prior to the Termination Date of the applicable Class or Classes to be
extended of the requested new Termination Date for such Extension and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date,
provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such
Extension. After giving effect to any Extension, the Revolving Credit Commitments and Extended Revolving Credit Commitments, so extended shall cease to be a part of the Class they were a part of immediately prior to the Extension and shall be a new
Class hereunder. 
 (b) Each Extension shall be subject to the following: 

(i) no Default shall have occurred and be continuing at the time any offering document in respect of an Extension Offer is delivered to the
Lenders; 
 (ii) except as to utilization fees, unused fees and final maturity, the Revolving Credit Commitment of any Revolving Credit
Lender extended pursuant to an Extension (an “Extended Revolving Credit Commitment”, which term shall include, without limitation, any Extended Revolving Credit Commitment (or portion thereof) that is further extended
pursuant to an Extension under this Section 2.20), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments and any prior
Extended Revolving Credit Commitments (and related outstandings); provided that (A) subject to the provisions of the definition of “Issuing Bank” to the extent dealing with Letters of Credit which mature or expire after an
applicable Termination Date when there exist Extended Revolving Credit Commitments with a longer applicable Termination Date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments and/or
Extended Revolving Credit Commitments in accordance with their Pro Rata Shares and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at
different rates on Extended Revolving Credit Commitments (and related outstandings) and (y) repayments required upon any applicable Termination Date of any Class of Revolving Credit Commitments or Extended Revolving Credit Commitments) and
(B) at no time shall there more than two (2) different Classes of Revolving Credit Commitments; 
 (iii) if the aggregate
principal amount of Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, in respect of which Revolving Credit Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal
amount of Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments or Extended Revolving Credit
Commitments, as the case may be, of such Revolving Credit Lenders shall be extended ratably (based upon the respective Class) up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with
respect to which such Revolving Credit Lenders have accepted such Extension Offer; 
 (iv) all documentation in respect of such Extension
shall be consistent with the foregoing; 
 (v) any applicable Minimum Extension Condition shall be satisfied; and 

(vi) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in
Section 3.02 shall be satisfied (with all references in such Section to the making of an Advance being deemed to be references to the Extension on the applicable date of such Extension) and the Administrative Agent shall have received a
certificate to that effect dated the applicable date of such Extension and executed by an officer of the Borrower. 

  
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 (c) With respect to all Extensions consummated by the Borrower pursuant to this
Section 2.20, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.05, 2.06, 2.13 or 9.05, (ii) each Extension Offer may contain a condition (a “Minimum
Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s discretion) in the case of any Extension Offer of Revolving Credit
Commitments or Extended Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered and (iii) if the amount extended is less than the Letter of Credit Facility, unless the applicable Issuing Banks agree otherwise
as part of such Extension, such Letter of Credit Facility shall be reduced upon the date that is five (5) Business Days prior to the applicable Termination Date of the Class being extended (to the extent needed so that such Letter of Credit
Facility does not exceed the aggregate Revolving Credit Commitment which would be in effect after such applicable Termination Date), and, if after giving effect to such Extension the aggregate Available Amount of Letters of Credit exceeds the Letter
of Credit Facility, the Borrower shall Cash Collateralize any issued Letters of Credit to the extent of such excess. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this
Section 2.20 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Credit Commitments on the terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of
any provision of this Agreement (including, without limitation, Sections 2.06 or 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.20. 

(d) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents
with the Borrower as may be necessary in order establish new Classes or sub-Classes in respect of Revolving Credit Commitments or Extended Revolving Credit Commitments so extended and such technical amendments as may be necessary in connection with
the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.20. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or
concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.20 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with
the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or
concurrence; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall
be binding and conclusive on the Lenders. 
 (e) In connection with any Extension, the Borrower shall agree to such procedures, if any, as
may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.20. 

  
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 ARTICLE III 

CONDITIONS TO INITIAL EXTENSION OF CREDIT AND 

ISSUANCE OF LETTERS OF CREDIT 

SECTION 3.01. Conditions Precedent to Initial Extension of Credit. The obligations of the Lenders to make Advances and of the
Issuing Banks to issue Letters of Credit hereunder will become effective on the Effective Date, when each of the following conditions are satisfied (or waived in accordance with Section 9.01): 

(a) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day (unless
otherwise specified): 
 (i) Executed counterparts of this Agreement. 

(ii) Certified copies of the resolutions of the board of directors (or equivalent governing body) of each Loan Party approving
the Transaction and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transaction and
each Loan Document to which it is or is to be a party. 
 (iii) A certificate of the Secretary or an Assistant Secretary of
each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. 

(iv) A Note executed by the Borrower in favor of each Lender requesting a Note at least three Business Days prior to the
Effective Date. 
 (v) (i) A certificate of the Secretary or Assistant Secretary of each Loan Party, countersigned on behalf
of such Loan Party by another officer of such Loan Party, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to
(A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 3.01(a)(vi), (B) a true and correct copy of the bylaws of such Loan Party as in
effect on the date of the Initial Extension of Credit and (C) the good standing of each Loan Party (to the extent such concept exists in the applicable jurisdiction) (with the applicable good standing certificates attached thereto), and
(ii) a certificate of the President or a Vice President of the Borrower, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit),
certifying as to (A) the truth, in all material respects, of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (B) the absence of any event
occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. 
 (vi) A copy of a
certificate of the Secretary of State (or other similar official) of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the signing of this Agreement, certifying (A) as to a true and correct copy of the
charter of such Loan Party and each amendment thereto on file in such Secretary’s office (to the extent the Secretary of State in the applicable jurisdictions typically provides such a 

  
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certification) and (B) that (1) such amendments are the only amendments to such Loan Party’s charter on file in such Secretary’s office, (2) such Loan Party has paid all
franchise taxes to the date of such certificate (to the extent the Secretary of State in the applicable jurisdictions typically provides such a certification) and (3) such Loan Party is duly incorporated and in good standing (to the extent such
concept exists in the applicable jurisdiction) or presently subsisting under the laws of the State of the jurisdiction of its incorporation. 

(vii) A certificate, in substantially the form of Exhibit E hereto, attesting to the Solvency of the Loan Parties before
and after giving effect to the Transaction, from the chief financial officer or the treasurer of the Borrower. 
 (viii)
Delivery of the financial statements described in Section 4.01(g) and forecasts prepared by management of the Borrower, in form and substance satisfactory to the Lender Parties, of balance sheets, income statements and cash flow statements of
the Borrower and its Subsidiaries on a quarterly basis for each fiscal quarter ending during the Fiscal Year ending December 31, 2015 and on an annual basis for each year thereafter until the year ending December 31, 2017. 

(ix) A Notice of Borrowing or Notice of Issuance, as applicable, relating to the Initial Extension of Credit. 

(x) A favorable opinion of White & Case LLP, counsel for the Loan Parties, in form and substance reasonably
satisfactory to the Administrative Agent. 
 (xi) A favorable opinion of Husch Blackwell LLP, Illinois and Missouri counsel
for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. 
 (b) Since
December 31, 2014, there has been no event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have had a Material Adverse Change. 

(c) The Borrower shall have paid all accrued and duly invoiced fees of the Agents, the Lead Arrangers and the Lender Parties
and all accrued and duly invoiced expenses of the Agents and the Lead Arrangers (including the accrued and duly invoiced fees and expenses of counsel to the Administrative Agent) to the extent payable under any Loan Document or any other agreement
between the Borrower and any Agent and/or Lead Arranger. 
 (d) The Lender Parties shall have received satisfactory evidence
of repayment of all Debt, termination of all commitments, the release of all guaranties and the discharge of all liens (if any) (other than Permitted Liens or other Liens permitted pursuant to Section 5.02(a)) under the Existing Credit
Agreements. 
 (e) The Lender Parties shall have received satisfactory evidence that the settlement of the Notes Exchange
shall have occurred or will occur on the Effective Date (provided that there shall be no requirement that a minimum amount of KCSR Notes or KCSM Notes have been exchanged in the Notes Exchange). 

(f) The Administrative Agent shall have received, at least three days prior to the Effective Date, all documentation and other
information required by regulatory authorities under 

  
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applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, that the Administrative Agent has requested reasonably in
advance, but not less than ten days prior to the Effective Date. 
 SECTION 3.02. Conditions Precedent to Each Borrowing and
Issuance and Renewal. The obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance made by an Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(d)) on the occasion of each Borrowing
(including the initial Borrowing), and the obligation of an Issuing Bank to issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit, shall be subject to the further conditions precedent that on the date of such
Borrowing or issuance or renewal the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Letter of
Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or issuance or renewal such statements are true): 

(i) the representations and warranties contained in each Loan Document (other than (x) the representation and warranty set forth in
Section 4.01(f)(i) and (y) the representation and warranty set forth in Section 4.01(g)(ii)) are correct on and as of such date, before and after giving effect to such Borrowing or issuance or renewal and to the application of the
proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing or issuance or renewal, in which case as of such
specific date; and 
 (ii) no Default has occurred and is continuing, or would result from such Borrowing or issuance or renewal or from the
application of the proceeds therefrom. 
 SECTION 3.03. Determinations Under Section 3.01. For purposes of determining
compliance with the conditions specified in Section 3.01, each Lender Party shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to the Lender Parties unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender Party prior to the Initial Extension of
Credit specifying its objection thereto and, if the Initial Extension of Credit consists of a Borrowing, such Lender Party shall not have made available to the Administrative Agent such Lender Party’s ratable portion of such Borrowing. 

ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 

SECTION 4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: 

(a) Each Loan Party and each of its Restricted Subsidiaries (i) is an entity duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign entity in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it
to so qualify or be licensed except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite power and authority (including, without limitation, all Governmental
Authorizations) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted, except where the failure to do so, individually or in the aggregate, would not result in a Material Adverse
Effect. 

  
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 (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of
all Subsidiaries of each Loan Party, showing as of the Effective Date (as to each such Subsidiary) the jurisdiction of its incorporation, (in the case of Restricted Subsidiaries) the number of shares of each class of its Equity Interests authorized
and the number outstanding, on the Effective Date and the percentage of each such class of its Equity Interests directly owned by such Loan Party on the Effective Date. 

(c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and
the consummation of the Transaction, are within such Loan Party’s powers, have been duly authorized by all necessary corporate or other action, and do not (i) contravene such Loan Party’s organizational documents, (ii) violate
any (x) law, rule, regulation (including, without limitation, Regulation X and any provision of the Interstate Commerce Act and the Railway Labor Act), the violation or breach of which could be reasonably likely to have a Material Adverse
Effect or (y) order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture,
mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Restricted Subsidiaries or any of their properties, the violation or breach of which could reasonably be expected to have a Material Adverse Effect
or (iv) except for the Liens permitted under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Restricted Subsidiaries. 

(d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is
required for (i) the due execution, delivery or performance by any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the Transaction or (ii) the exercise by the Administrative Agent or any other
Lender Party of its rights under the Loan Documents, except for (A) those that have otherwise been obtained or made on or prior to the Effective Date and which remain in full force and effect on the Effective Date, and (B) the
authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. 

(e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered
by each Loan Party party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its
terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect and (ii) equitable principles of general applicability
(regardless of whether such enforceability is considered in a proceeding in equity or at law). 
 (f) There is no action,
suit, investigation, litigation or proceeding affecting any Loan Party or any of its Restricted Subsidiaries, including any Environmental Action, pending or threatened in writing before any Governmental Authority or arbitrator that (i) could
reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transaction. 

  
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 (g) (i) The Consolidated balance sheet of the Borrower and its Subsidiaries as at
December 31, 2014, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Consolidated Subsidiaries for the Fiscal Year then ended, accompanied by an unqualified opinion of KPMG LLP,
independent public accountants, copies of which have been furnished to each Lender Party, fairly present the Consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the Consolidated results of
operations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, all in accordance with GAAP applied on a consistent basis and (ii) since December 31, 2014, there has been no Material Adverse Change. 

(h) [Reserved]. 

(i) The Consolidated forecasted balance sheet, statement of income and statement of cash flows of the Borrower and its
Consolidated Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(a)(viii) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at
the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial performance, it being recognized by the Lenders, however, that forecasts are subject to significant
uncertainties and contingencies, which may be beyond the Borrower’s and its Subsidiaries’ control and forecasts as to future events are not to be viewed as facts or as a guarantee of performance or achievement of any particular results and
that the actual results during the period or periods covered by the forecasts described above may differ from the forecasted results in such forecasts and such differences may be material. 

(j) Neither the Lenders Presentation nor any other information, exhibit or report furnished by or on behalf of any Loan Party
to the Administrative Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained (when furnished and taken as a whole) any untrue statement of a
material fact or omitted to state a material fact necessary to make the statements made therein not misleading in any material respect at such time in light of the circumstances under which such information was provided, it being understood and
agreed that for purposes of this Section 4.01(i), such information shall not include the forecasts referred to in Section 4.01(i), any pro forma financial information or other forward-looking information regarding the future condition of
the industries in which they operate. 
 (k) The Borrower is not engaged in the business of extending credit for the purpose
of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock
(it being understood and agreed, for the avoidance of doubt, that the proceeds of Advances may be used by the Borrower to repurchase its Equity Interests pursuant to stock buyback plans from time to time in effect). 

(l) Neither any Loan Party nor any of its Restricted Subsidiaries is required to register as an “investment company”
within the meaning of the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of
the other transactions contemplated by the Loan Documents, will violate any provision of such Act or any rule, regulation or order of the SEC thereunder. 

(m) [Reserved]. 

  
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 (n) [Reserved]. 

(o) [Reserved]. 

(p) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events
for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. There exists no Unfunded Pension Liability with respect to any Plan, except as would not have a Material Adverse Effect. 

(q) Except as otherwise set forth on Schedule 4.01(q) hereto or as disclosed in the Borrower’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2014 or Forms 10-Q or 8-K filed by the Borrower since such date and prior to the Effective Date, in each case with the Securities and Exchange Commission
and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any other Restricted Subsidiary (i) has failed to comply with
any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim
with respect to any Environmental Liability or (iv) to the best knowledge and belief of the Borrower, knows of any basis for any Environmental Liability. 

(r) Each of the Borrower and the Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted
Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. 

(s) [Reserved]. 

(t) [Reserved]. 

(u) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower,
its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, and the Borrower, its Subsidiaries and their respective officers and directors, and to the knowledge of the Borrower its employees
and agents, are in compliance with applicable Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors or officers, or (b) to the knowledge of the
Borrower, any agent or employee of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or
other Transaction contemplated by this Agreement will violate any applicable Anti-Corruption Laws or applicable Sanctions. 

(v) Each Loan Party maintains insurance with responsible and reputable insurance companies or associations and/or pursuant to
self-insurance programs in such amounts and covering such risks as is consistent with that carried by similarly sized companies engaged in similar businesses and owning similar properties in the same general areas in which such Loan Party operates.


  
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 (w) Each Loan Party has good and marketable title to, or valid leasehold interest
in or rights to use, all its property material to its business, free and clear of all Liens and irregularities, deficiencies and defects in title, except for Permitted Liens and irregularities, deficiencies and defect in title that, individually or
in the aggregate, would not result in a Material Adverse Effect. 
 (x) To the extent applicable, each Loan Party is in
compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any
other enabling legislation or executive order relating thereto, and (ii) the PATRIOT ACT. No part of the proceeds of the Advances will be used, directly or indirectly, for any payment to any governmental official or employee, political party,
official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices
Act of 1977, as amended. 
 (y) Each Loan Party complies in all material respects, with all applicable laws, rules,
regulations and orders (including, without limitation, ERISA, Environmental Laws, the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970, the Interstate Commerce Act and the Railway Labor Act), except
where the failure to do so could not reasonably be expected to have a Material Adverse Effect. 
 (z) The Borrower will apply
the proceeds of the Advances and the Letters of Credit in accordance with Section 2.14. 
 (aa) [Reserved]. 

(bb) The Concession Title is in full force and effect and no proceeding or, to the best knowledge of the Borrower,
investigation seeking the termination or revocation of the Concession Title has been initiated by a competent Governmental Authority pursuant to a notice sent to KCSM in circumstances where KCSM has no right to reply or appeal to such Governmental
Authority prior to it issuing a final and binding determination having the effect specified in Section 6.01(o) (unless such rights to reply or appeal have been exhausted). 

(cc) The Borrower has disclosed in writing to the Administrative Agent any sanctions imposed on KCSM pursuant to final and
nonappealable resolutions under Sections II, III, IV, V, VIII or IX of Article 21 of the Railway Service Law (Ley del Servicio Ferroviario). 

(dd) KCSM has not been sanctioned pursuant to final and non-appealable resolutions (i) on two different occasions for the
same type of violation of Section II or V of Article 21 of the Railway Service Law (Ley del Servicio Ferroviario) or (ii) on four different occasions for the same type of violation of Section III, IV, VIII and IX of Article 21 of the
Railway Service Law (Ley del Servicio Ferroviario), in each case as in effect on the Effective Date. For the avoidance of doubt, a sanction under Sections II, III, IV, V, VIII or IX of Article 21 of the Railway Service Law (Ley del
Servicio Ferroviario) that does not otherwise violate this subsection shall not by itself constitute an Event of Default by the Borrower. 

(ee) No Default or Event of Default presently exists. 

  
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 ARTICLE V 

COVENANTS OF THE BORROWER 

SECTION 5.01. Affirmative Covenants. From and after the Effective Date, so long as any Advance or any other Obligation of any Loan
Party under any Loan Document shall remain unpaid (other than contingent Obligations in respect of indemnities for which a claim has not been made), any Letter of Credit shall be outstanding (other than Letters of Credit which have been Cash
Collateralized) or any Lender Party shall have any Commitment hereunder, the Borrower will: 
 (a) Compliance with Laws,
Etc. Comply, and cause each of its Restricted Subsidiaries to comply, in all material respects, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA, Environmental Laws,
the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970, the Interstate Commerce Act and the Railway Labor Act, except where the failure to do so could not reasonably be expected to have a Material
Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption
Laws. 
 (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Restricted Subsidiaries to pay and
discharge, before the same shall become delinquent, (i) all Taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its
property, in each case, except where the failure to make any such payment could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, however, that neither the Borrower nor any
of its Restricted Subsidiaries shall be required to pay or discharge any such Tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained. 

(c) Maintenance of Insurance. Maintain, and cause each of its Restricted Subsidiaries to maintain, insurance with
responsible and reputable insurance companies or associations and/or pursuant to self-insurance programs in such amounts and covering such risks as is consistent with that carried by similarly sized companies engaged in similar businesses and owning
similar properties in the same general areas in which the Borrower or such Restricted Subsidiary operates. 
 (d)
Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Restricted Subsidiaries to preserve and maintain, its existence, legal structure, rights (charter and statutory), permits, licenses, approvals, privileges
and franchises, in each case, except where (other than with respect to the preservation of the existence of the Borrower) the failure to do so could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect; provided, however, that the Borrower and its Restricted Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further that neither the Borrower nor any of its
Restricted Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the board of directors (or equivalent governing body) of the Borrower or such Restricted Subsidiary shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Restricted Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Restricted
Subsidiary or the Lender Parties. 

  
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 (e) Visitation Rights. At any reasonable time and from time to time, upon
reasonable notice and at reasonable times during normal business hours, permit any of the Agents, or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the
properties of, the Borrower and any of its Restricted Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Restricted Subsidiaries with any of their officers or directors; provided that any such
examinations shall be at the Lender’s sole risk and expense and the Lenders shall coordinate the timing of their visits through the Administrative Agent; provided further that, in the absence of an Event of Default, the Agents shall not
exercise their rights under this Section 5.01(e) more than one time during any Fiscal Year. Any Lender Party may accompany the applicable Agent on any such visitation. 

(f) Keeping of Books. Keep, and cause each of its Restricted Subsidiaries to keep, proper books of record and account,
in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Restricted Subsidiary and which permit the preparation of consolidated financial statements in accordance with
GAAP in effect from time to time. 
 (g) Maintenance of Properties, Etc. (i) Maintain and preserve, and cause
each of its Restricted Subsidiaries to maintain and preserve, all of its properties that are used or useful in the conduct of its business in good working order and condition (ordinary wear and tear excepted and subject to the occurrence of casualty
and condemnation events), except where the failure to do so could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) take all reasonable action to maintain the Concession Title and
comply in all material respects with the terms of the Concession Title. 
 (h) Covenant to Guarantee Obligations. Upon
the formation or acquisition of any Significant Subsidiary by any Loan Party or any Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary: 

(i) in connection with the formation or acquisition of a Significant Subsidiary or any Domestic Restricted Subsidiary otherwise
becoming a Significant Subsidiary, within 60 days after such event, as such time period may be extended in the Administrative Agent’s reasonable discretion, cause each such Significant Subsidiary to duly execute and deliver to the
Administrative Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents, 

(ii) [Reserved], 

(iii) within 60 days after such formation or acquisition or any Domestic Restricted Subsidiary otherwise becoming a Significant
Subsidiary, as such time period may be extended in the Administrative Agent’s reasonable discretion, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent, a signed copy of a favorable opinion, addressed
to the Administrative Agent and the Lenders, of counsel for the Loan Parties acceptable to the Administrative Agent as to (1) the matters contained in clause (i) above, (2) such guaranties and guaranty supplements being legal, valid
and binding obligations of each Loan Party party thereto enforceable in accordance with their terms (subject to customary exceptions under the laws of the applicable jurisdiction) and (3) such other matters as the Administrative Agent may
reasonably request, 

  
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 (iv) [Reserved], and 

(v) at any time and from time to time, promptly execute and deliver, and cause to execute and deliver, each Loan Party, each
newly acquired or newly formed Significant Subsidiary and each Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, any and all further instruments and documents and take, and cause each Loan Party, each newly acquired or
newly formed Significant Subsidiary and each Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary to take, all such other action as the Administrative Agent may deem reasonably necessary or desirable to obtain the full benefits
of such guaranties. 
 (i) [Reserved]. 

(j) [Reserved]. 

(k) Use of Proceeds. 

(i) Apply the proceeds of the Advances and the Letters of Credit in accordance with Section 2.14; and 

(ii) Not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall take reasonable steps to procure
that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the
payment or giving of money, or anything else of value, to any Person in violation of any applicable Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any
Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state, or
(C) in any manner that would result in the violation of any Sanctions applicable to any party hereto (in each case, subject to the requirements of the Concession Title and applicable Mexican law). 

(l) Anti-Corruption Laws. Conduct its businesses in compliance with, as applicable, the United States Foreign Corrupt
Practices Act of 1977, the United Kingdom Bribery Act of 1977 and other similar applicable anti-corruption legislation, including but not limited to, applicable Anti-Corruption Laws, in other jurisdictions. 

SECTION 5.02. Negative Covenants. From and after the Effective Date, so long as any Advance or any other Obligation of any Loan
Party under any Loan Document shall remain unpaid (other than contingent Obligations in respect of indemnities for which a claim has not been made), any Letter of Credit shall be outstanding (other than Letters of Credit which have been Cash
Collateralized) or any Lender Party shall have any Commitment hereunder, the Borrower will not, at any time: 
 (a) Liens,
Etc. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties of any character (including, without limitation,
accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Restricted Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction or with the Surface
Transportation Board, a financing statement or other filing that names the Borrower or any of its Restricted Subsidiaries as debtor (other than any filing made by a lessor of property solely for protective purposes), or sign or suffer to exist, or
permit any of its Restricted 

  
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Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement or other filing, or assign, or permit any of its
Restricted Subsidiaries to assign, any accounts or other right to receive income, except: 
 (i) [Reserved]; 

(ii) Permitted Liens; 

(iii) [Reserved]; 

(iv) [Reserved]; 

(v) [Reserved]; 

(vi) [Reserved]; 

(vii) [Reserved]; 

(viii) Liens securing Debt or other obligations of the Borrower or any of its Restricted Subsidiaries in favor of the Borrower
or any of its Restricted Subsidiaries; 
 (ix) [Reserved]; 

(x) Liens securing liabilities of the Borrower and its Restricted Subsidiaries in an aggregate amount not to exceed at the time
of incurrence thereof (it being understood that the Effective Date is a “time of incurrence” for purposes of this clause (x)), together with (and without duplication of) (A) the aggregate amount of Debt and (without duplication)
Attributable Debt, in each case in connection with all Sale and Leaseback Transactions and (B) the aggregate amount of Indebtedness of Subsidiaries that are not Loan Parties incurred pursuant to the final paragraph of Section 5.02(b)
(other than Indebtedness incurred pursuant to clause (2) of such paragraph) at such time, 10% of Consolidated Net Assets at such time; and 

(xi) Liens on any Equity Interests in Meridian Speedway. 

For purposes of determining compliance with this Section 5.02(a), (x) a Lien need not be incurred solely by reference to one category
of Liens described in clauses (ii), (viii), (x) or (xi) above (including any of the categories set forth in the definition of Permitted Liens) but may be incurred under any combination of such categories (including in part under one such
category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Liens described in clauses (ii), (viii), (x) or (xi) above
(including any of the categories set forth in the definition of Permitted Liens), the Borrower, in its sole discretion, may classify or may subsequently reclassify at any time such Lien (or any portion thereof) in any manner that complies with this
covenant. 
 (b) Subsidiary Debt. Permit any of its Restricted Subsidiaries (or, solely in the case of the final
paragraph of this Section 5.02(b), any of its Subsidiaries) to create, incur, assume or suffer to exist, any Debt, except: 

(i) subject to the final paragraph of this Section 5.02(b), in the case of any of the Restricted Subsidiaries, 

  
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 (A) Debt under the Loan Documents; 

(B) [Reserved]; 

(C) Debt of (i) any Loan Party that is owed to any other Loan Party, (ii) any Restricted Subsidiary of the Borrower
that is not a Loan Party owed to any Subsidiary of the Borrower that is not a Loan Party, (iii) any Loan Party owed to any Subsidiary of the Borrower that is not a Loan Party which, to the extent that the aggregate amount for all such Debt
exceeds $25,000,000, shall (A) be subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents pursuant to provisions at least as favorable to the Lenders as those set forth in the Affiliate Subordination
Agreement (or otherwise on terms reasonably satisfactory to the Administrative Agent) and (B) include, in any event, provisions expressly prohibiting any action to (I) cause any of the obligations with respect to such Debt to become
payable prior to the scheduled maturity thereof (except to the extent that all outstanding Advances under this Agreement have been declared due and payable prior to their scheduled maturity dates) and/or (II) exercise any remedies or take any action
or proceeding to enforce the payments of such obligations, in each case, prior to the payment in full of the Obligations (other than contingent Obligations in respect of indemnities for which a claim has not been made and Letters of Credit that have
been Cash Collateralized) and termination of the Commitments under the Loan Documents and (iv) any Subsidiary of the Borrower that is not a Loan Party owed to any Loan Party; 

(D) [Reserved]; 

(E) [Reserved]; 

(F) Credit Agreement Refinancing Debt; 

(G) any other Debt, provided that (x) if such Debt is secured, such Debt may only be secured by Liens permitted
under Section 5.02(a) or (y) if such Debt is not secured and not Debt of a Loan Party, then such Debt shall comply with the final paragraph of this Section 5.02(b); 

(H) Debt consisting of guaranties of other Debt permitted under this Section 5.02(b); 

(I) [Reserved]; 

(J) [Reserved]; 

(K) [Reserved]; 

(L) [Reserved]; 

(M) Debt in respect of performance, surety or appeal bonds (in each case not in respect of borrowed money) provided in the
ordinary course of business of the Borrower and its Restricted Subsidiaries; 

  
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 (N) Debt incurred under Hedge Agreements; and 

(O) Debt in respect of industrial revenue bonds or other similar governmental or municipal bonds; provided that before
and after giving effect to the incurrence of such Debt, the Loan Parties are otherwise in compliance on a Pro Forma Basis with the financial covenants set forth in Section 5.04. 

(ii) Subject to the final paragraph of this Section 5.02(b), Debt owed by any Restricted Subsidiary of the Borrower to
Meridian Speedway which Debt shall not exceed an aggregate amount equal to $100,000,000 and be subordinated in right of payment to the Obligations of such Person under the Loan Documents pursuant to provisions at least as favorable to the Lenders as
those set forth in the Affiliate Subordination Agreement (or otherwise, on terms reasonably satisfactory to the Administrative Agent). 

For purposes of determining compliance with this Section 5.02(b), (x) an item of Debt need not be incurred solely by
reference to one category of Debt described in clause (i) (including sub-clauses (A), (C), (F), (G), (H), (M), (N) or (O) thereof) or (ii) above or the paragraph immediately below (including sub-clauses (1) through
(5) thereof) but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that an item of Debt (or any portion thereof) at any time,
whether at the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of Debt described above in clause (i) (including sub-clauses (A), (C),
(F), (G), (H), (M), (N) or (O) thereof) or (ii) above or the paragraph immediately below (including sub-clauses (1) through (5) thereof), the Borrower, in its sole discretion, may classify or subsequently reclassify (or
later divide, classify or reclassify) such item of Debt (or any portion thereof) in any one or more of the types of Debt described in clause (i) (including sub-clauses (A), (C), (F), (G), (H), (M), (N) or (O) thereof) or
(ii) above or the paragraph immediately below (including sub-clauses (1) through (5) thereof) in any manner that complies with this covenant; provided that all Debt outstanding under the Loan Documents shall at all times be
deemed to be outstanding in reliance only on the exception in clause (i)(A) above. 
 Notwithstanding anything to the
contrary set forth in this Section 5.02(b), the Borrower shall not permit any Subsidiary that is not a Loan Party to incur any indebtedness for money borrowed or indebtedness evidenced by a bond, note, debenture or other evidence of
indebtedness (collectively, “Indebtedness”) pursuant to this Section 5.02(b), except (1) Indebtedness incurred in connection with transactions similar to that described in Note 9 of the Borrower’s 2014 Annual
Report on Form 10-K under the heading “Short-Term Borrowing” with a final maturity of not more than 365 days, (2) intercompany Indebtedness owed to the Borrower or any of its Subsidiaries, (3) Indebtedness of any joint
venture to which the Borrower or any of its Subsidiaries is a party, (4) any KCSM Notes and any Indebtedness of any Subsidiary of the Borrower that is not a Loan Party and that is secured by any Lien and as set forth on Schedule 5.02 hereto, in
each case, outstanding on the Effective Date and (5) Indebtedness not otherwise permitted by this proviso in an aggregate principal amount, at any one time outstanding, not to exceed $150,000,000 less the aggregate principal amount of any KCSM
Notes outstanding at the time of such incurrence (but not less than $0); provided that the limitations set forth in this paragraph shall not apply to Meridian Speedway, LLC. 

  
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 (c) [Reserved]. 

(d) Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into the Borrower, or permit
any of its Restricted Subsidiaries to do so, except that: 
 (i) any Restricted Subsidiary of the Borrower may merge into or
consolidate with the Borrower or any other Restricted Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation to which the Borrower is a party, the Person formed by such merger or consolidation shall be the
Borrower, provided further that, in the case of any such merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor; 

(ii) in connection with any acquisition not prohibited hereunder, any Restricted Subsidiary of the Borrower may merge into or
consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a Loan Party or the Borrower shall comply with the Section 5.01(h) with respect to
such surviving Person; and 
 (iii) in connection with any sale or other disposition permitted under Section 5.02(e)
(other than clause (ii) thereof), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; 

provided, however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be
continuing. 
 (e) Sales, Etc., of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its
Restricted Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: 

(i) sales or leases of inventory in all of its forms (including, without limitation, (A) all raw materials, work in
process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping thereof, (B) goods in which such Loan Party has an interest in mass or a joint or other interest or right of any kind (including,
without limitation, goods in which the Borrower or such Restricted Subsidiary (as applicable) has an interest or right as consignee) and (C) goods that are returned to or repossessed or stopped in transit by the Borrower or such Restricted
Subsidiary (as applicable)), and all accessions thereto and products thereof and documents therefor, and all software related thereto, including, without limitation, software that is embedded in and is part of the inventory), used or surplus
equipment, non-operating assets and non-income producing assets, and leases of any other assets, in each case in the ordinary course of its business, and the granting of any option or other right to purchase, lease, license or otherwise acquire
inventory in the ordinary course of its business; 
 (ii) in a transaction authorized by Section 5.02(d); 

(iii) sales, leases, transfers or other dispositions of assets among any of the Borrower and its Restricted Subsidiaries; 

  
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 (iv) sales, leases, transfers or other dispositions of assets subject to
compliance on a Pro Forma Basis with Sections 5.04(a) and (b); 
 (v) sales, transfers and other dispositions of
accounts receivable pursuant to one or more Securitization Transactions; 
 (vi) dispositions of cash and Cash Equivalents in
the ordinary course of business, and 
 (vii) an exchange of locomotives or other rolling stock of substantially the same
condition and value among the Loan Parties and any other Subsidiaries of the Borrower. 
 (f) [Reserved]. 

(g) Restricted Payments. Unless the Borrower is in compliance on a Pro Forma Basis with Sections 5.04(a) and (b),
declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof)
as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such, or permit any of its Restricted Subsidiaries to do any of the foregoing, or
permit any of its Restricted Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interests in the Borrower (each, a “Restricted Payment”), except that: 

(i) The Borrower may (A) declare and pay dividends and distributions payable only in common stock of the Borrower,
(B) make payments restricted by this Section pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, and (C) purchase, redeem, retire, defease or
otherwise acquire for value any of its Equity Interests made by exchange for, or out of the proceeds of the substantially contemporaneous sale of, Equity Interests, and (D) so long as no Default shall have occurred and be continuing at the time
of any action described below or would result therefrom, pay cash dividends with respect to shares of its Preferred Interests in respect of which cash dividends are payable or which require redemptions or repurchases in cash, 

(ii) any Restricted Subsidiary of the Borrower may (A) declare and pay dividends ratably with respect to its capital stock
or other Equity Interests and (B) declare and pay dividends in cash or property to any other Loan Party of which it is a Subsidiary, 

(iii) payments or distributions to dissenting stockholders pursuant to applicable law or in connection with the settlement or
other satisfaction of legal claims made pursuant to or in connection with a consolidation, merger or transfer of assets permitted by the terms of this Agreement, 

(iv) cash payments in lieu of the issuance of fractional shares, and 

(v) the Borrower may pay any dividend within 60 days after the declaration thereof, if at the date of declaration such payment
would have complied with the provisions of this Agreement. 

  
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 (h) [Reserved]. 

(i) Nature of Business. The Borrower will not alter the character of its business from that conducted as of the
Effective Date and reasonable extensions thereof and businesses and activities ancillary or complimentary thereto. 
 (j)
[Reserved]. 
 (k) [Reserved]. 

(l) Payment Restrictions Affecting Restricted Subsidiaries. Enter into or suffer to exist, or permit any of its
Restricted Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Restricted Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or
prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Restricted Subsidiary of the Borrower, except (i) the Loan Documents; (ii) any agreement or instrument evidencing
Surviving Debt; (iii) any agreement or instrument in effect at the time such Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement or instrument was not entered into solely in contemplation of such Person
becoming a Restricted Subsidiary of the Borrower; (iv) the agreements entered into in connection with the formation, ownership and governance of Meridian Speedway, as well as any restrictions applicable to any other joint venture that is a
Subsidiary existing at the time of the acquisition thereof, provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Restricted Subsidiaries, than those as in
effect immediately before giving effect to the consummation of the respective investment; (v) an agreement effecting a refinancing, replacement or substitution of Debt issued, assumed or incurred pursuant to an agreement or instrument referred
to in clause (ii) above; provided, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Borrower or the Lenders in any
material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (ii); (vi) customary provisions restricting subletting or assignment of any lease governing
any leasehold interest of the Borrower or any of its Restricted Subsidiaries; (vii) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or other
contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (viii) restrictions on the transfer of any asset pending the closing of the sale of such asset; (ix) restrictions on the
transfer of any asset subject to purchase money Liens or Liens arising in connection with Capitalized Lease Obligations; (x) negative pledges and restrictions on Liens in favor of any holder of Debt for Borrowed Money permitted under
Section 5.02(b); or (xi) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business. 

(m) Transactions with Affiliates. The Borrower will not, nor will its permit any of its Restricted Subsidiaries to,
sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (i) transactions on terms and
conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among (A) the Borrower and Restricted Subsidiaries
that are Loan Parties not involving any other Affiliate and (B) Restricted Subsidiaries that are not Loan Parties not involving any other Affiliate, (iii) loans or advances to employees, officers or directors in the ordinary course of
business of the Borrower or any of its 

  
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Restricted Subsidiaries, (iv) to the extent not prohibited by this Agreement, the issuance or sale of Equity Interests (other than Disqualified Equity Interests) to Affiliates, or the
receipt of capital contributions from holders of their Equity Interests, (v) payment in the ordinary course of business of compensation and fees to, and the provision of indemnities on behalf of, officers or directors of the Borrower or any
Restricted Subsidiary and (vi) Debt permitted under Section 5.02(b), Restricted Payments permitted under Section 5.02(g) (to the extent applicable) and sales, leases, transfers or other disposition of assets permitted under
Section 5.02(e); provided, however, that notwithstanding anything in the foregoing to the contrary, the Borrower may, and may permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any other Loan Party or Subsidiary. 

SECTION 5.03. Reporting Requirements. So long as any Advance or any other Obligation of any Loan Party under any Loan Document
shall remain unpaid, any Letter of Credit shall be outstanding (other than Letters of Credit that have been Cash Collateralized) or any Lender Party shall have any Commitment hereunder, the Borrower will furnish to the Agents and the Lender Parties:

 (a) Default Notice, Etc. As soon as possible and in any event within five Business Days after any officer of the
Borrower obtains knowledge of the occurrence of each Default, a statement of the chief financial officer or other senior financial or accounting officer of the Borrower setting forth details of such Default and the action that the Borrower has taken
and proposes to take with respect thereto. 
 (b) Annual Financials. As soon as available and in any event within 90
days after the end of each Fiscal Year, a copy of audited financial statements for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of
such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Consolidated Subsidiaries for such Fiscal Year, in each case accompanied by (A) an opinion (without a “going
concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than as may be required as a result of the impending maturity of any Debt under this Agreement)) of KPMG LLP or
other independent public accountants of recognized national standing, and (B) a certificate of the chief financial officer or other senior financial or senior accounting officer of the Borrower stating that, to such officer’s knowledge
after due inquiry, no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto, together
with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04. 

(c) Quarterly Financials. As soon as available and in any event within 50 days after the end of each of the first three
quarters of each Fiscal Year, a Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower
and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower
and its Consolidated Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period
of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and the absence of footnotes) by the chief


  
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financial officer or other senior financial or senior accounting officer of the Borrower as having been prepared in accordance with GAAP, together with (A) a certificate of said officer
stating that, to such officer’s knowledge after due inquiry, no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes
to take with respect thereto and (B) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04. 

(d) Annual Forecasts. As soon as available and in any event no later than 90 days after the end of each Fiscal Year,
forecasts prepared by management of the Borrower and its Restricted Subsidiaries, in form reasonably satisfactory to the Administrative Agent, of balance sheets, income statements and cash flow statements on a quarterly basis for the Fiscal Year
following such Fiscal Year. 
 (e) ERISA. Promptly after any officer of the Borrower obtains knowledge thereof,
written notice of the occurrence of any ERISA Event that results in, or could reasonably be expected to result in, a Material Adverse Effect. 

(f) Environmental Conditions. Promptly after any officer of the Borrower obtains knowledge thereof, notice of any
Environmental Action asserted in writing against any Loan Party or any of its Restricted Subsidiaries or of any noncompliance by any Loan Party or any of its Restricted Subsidiaries with any Environmental Law or Environmental Permit that could
reasonably be expected to have a Material Adverse Effect. 
 (g) Material Litigation and Proceedings. Promptly after
any officer of the Borrower obtains knowledge thereof, written notice of any litigation or governmental proceeding (including without limitation pursuant to any applicable Environmental Laws) pending against the Borrower or any of the Restricted
Subsidiaries that could reasonably be expected to be determined adversely and, if so determined, to result in a Material Adverse Effect. 

(h) Other Information. Such other information respecting the business, condition (financial or otherwise), operations,
performance, properties or prospects of any Loan Party or any of its Restricted Subsidiaries as the Administrative Agent, or any Lender Party through the Administrative Agent, may from time to time reasonably request. 

Notwithstanding the foregoing, the obligations in paragraphs (b) and (c) of this Section 5.03 may be satisfied with respect to
financial information of the Borrower and its Subsidiaries by furnishing the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower filed with the SEC, provided that such materials are accompanied by the documentation specified
in clauses (A) and (B) of paragraphs (b) and (c), respectively. 
 Documents required to be delivered pursuant to
Section 5.03(b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 9.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet
or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: the Borrower shall deliver paper copies of
such documents to the Administrative Agent or any Lender upon its written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. The
Administrative 

  
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Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, make
available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak,
ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material
non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The
Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the Issuing Banks and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower
Materials constitute information, they shall be treated as set forth in Section 9.10); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side
Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
“Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.” 

SECTION 5.04. Financial Covenants. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall
remain unpaid, any Letter of Credit shall be outstanding (other than Letters of Credit that have been Cash Collateralized) or any Lender Party shall have any Commitment hereunder, the Borrower and its Consolidated Subsidiaries will: 

(a) Leverage Ratio. Maintain at the end of each fiscal quarter of the Borrower a Leverage Ratio of not more than
3.75:1.00, and 
 (b) Interest Coverage Ratio. Maintain at the end of each fiscal quarter of the Borrower an Interest
Coverage Ratio of not less than 3.00:1.00. 
 ARTICLE VI 

EVENTS OF DEFAULT 

SECTION 6.01. Events of Default. If any of the following events (“Events of Default”) shall occur and be
continuing: 
 (a) (i) the Borrower shall fail to pay any principal of any Advance when the same shall become due and payable
or (ii) the Borrower shall fail to pay any interest on any Advance, or any Loan Party shall fail to make any other payment under any Loan Document, in each case under this clause (ii) within five Business Days after the same shall become
due and payable; or 

  
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 (b) any representation or warranty made by any Loan Party (or any of its
officers) under or in connection with any Loan Document shall prove to have been inaccurate in any material respect when made; or 

(c) the Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 2.14, 5.01(d)
(solely with respect to the existence of the Borrower), 5.02, 5.03(a) or 5.04; or 
 (d) any Loan Party shall fail to perform
or observe any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the
Administrative Agent; or 
 (e) any Loan Party or any of its Restricted Subsidiaries shall fail to pay any principal of,
premium or interest on or any other amount payable in respect of any Material Debt of such Loan Party or such Restricted Subsidiary (as the case may be) that is outstanding (but excluding Debt outstanding hereunder), when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other
event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition
is to accelerate, or to permit the acceleration of, the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to mature; or any such Debt shall be declared to be due and payable or required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or

 (f) any Loan Party or any of its Restricted Subsidiaries shall generally not pay its debts as such debts become due, or
shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against any Loan Party or any of its Restricted Subsidiaries seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not
instituted by it) that is being diligently contested by it in good faith, either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought in such proceeding (including, without limitation, the entry
of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property) shall occur; or any Loan Party or any of its Restricted Subsidiaries shall take any
corporate action to authorize any of the actions set forth above in this subsection (f); or 
 (g) any judgments or
orders, either individually or in the aggregate, for the payment of money in excess of $75,000,000 shall be rendered against any Loan Party or any of its Restricted Subsidiaries and either (i) enforcement proceedings shall have been commenced
by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or 

  
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 (h) [Reserved]; or 

(i) any material provision of any Loan Document after delivery thereof pursuant to Section 3.01 or 5.01(h) shall for any
reason cease to be valid and binding on or enforceable against any Loan Party party to it, or any such Loan Party shall so state in writing; or 

(j) [Reserved]; or 

(k) a Change of Control shall occur; or 

(l) any ERISA Event shall have occurred which could reasonably be expected to have a Material Adverse Effect; or 

(m) any Governmental Authority shall, by means of a final and non-appealable resolution, take any action that would prevent
KCSM from carrying on, or would have a material adverse effect on, the rights conferred on KCSM under, or the material terms of, the Concession Title (excluding, for the avoidance of doubt, any such final and non-appealable resolution related to the
provision of trackage rights with respect to the Concession Title); or 
 (n) [Reserved]; or 

(o) there shall be a revocation, termination, abrogation, appropriation (rescate) or repudiation by any Person of the
Concession Title, or abandonment (renuncia) of the Concession Title by KCSM; 
 then, and in any such event, the Administrative Agent (i) shall
at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing
Bank or a Revolving Credit Lender pursuant to Section 2.03(d)) and of an Issuing Bank to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the
Required Lenders, (A) by notice to the Borrower, declare the Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Notes, all such interest and
all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, (B) by notice to each party required under the terms
of any agreement in support of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable; provided, however, that in the event of an actual or deemed entry of an order for
relief with respect to the Borrower under the U.S. Bankruptcy Code, (x) the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or a Revolving Credit
Lender pursuant to Section 2.03(d)) and of an Issuing Bank to issue Letters of Credit shall automatically be terminated and (y) the Notes, all such interest and all such amounts shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. 
 SECTION 6.02.
Actions in Respect of the Letters of Credit upon Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any
of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand the Borrower will, pay to the Administrative Agent on behalf of the Lender Parties in same day funds at the Administrative
Agent’s Office, for deposit in the L/C Collateral Account, an amount equal to the aggregate Available 

  
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Amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the
U.S. Bankruptcy Code, the Borrower will pay to the Administrative Agent on behalf of the Lender Parties in same day funds at the Administrative Agent’s Office, for deposit in the L/C Collateral Account, an amount equal to the aggregate
Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. If at any time the Administrative Agent or the Administrative Agent
determines that any funds held in the L/C Collateral Account are subject to any prior or pari passu right or claim of any Person other than the Agents and the Lender Parties or that the total amount of such funds is less than the aggregate Available
Amount of all Letters of Credit, the Borrower will, forthwith upon demand by the Administrative Agent or the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Collateral Account, an amount
equal to the excess of (a) such aggregate Available Amount over (b) the total amount of funds, if any, then held in the L/C Collateral Account that the Administrative Agent or the Administrative Agent, as the case may be, determines in
good faith to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be applied to reimburse the Issuing Banks or Revolving Credit
Lenders, as applicable, to the extent permitted by applicable law. 
 ARTICLE VII 

THE ADMINISTRATIVE AGENT 

SECTION 7.01. Appointment and Authority. Each of the Lenders and the Issuing Banks hereby irrevocably appoints Bank of America to
act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the
terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except as expressly
provided in Section 7.06, neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan
Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a
matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. 

SECTION 7.02. Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

 SECTION 7.03. Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: 

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 

  
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 (b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of
the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the
Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture,
modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; and 
 (c) shall not, except as expressly
set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person
serving as the Administrative Agent or any of its Affiliates in any capacity. 
 The Administrative Agent shall not be liable for any action
taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 9.01 and 6.01) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or an Issuing Bank. 

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent. 
 SECTION 7.04. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the
proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must
be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or an Issuing Bank unless the Administrative Agent shall have received notice to the contrary
from such Lender or an Issuing Bank prior to the making of such Advance or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

  
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 SECTION 7.05. Delegation of Duties. The Administrative Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of
its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article shall apply to any such sub agent and to the Affiliates of the Administrative Agent and any such sub agent, and shall
apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of
any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. 

SECTION 7.06. Resignation of Administrative Agent. 

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in
the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as
shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks, appoint a successor
Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become
effective in accordance with such notice on the Resignation Effective Date. 
 (b) If the Person serving as Administrative Agent is a
Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in
consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders)
(the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed
Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all
payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time, if any, as the Required Lenders appoint a
successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of
the retiring (or removed) Administrative Agent (other than as provided in Section 2.12 and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or
the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged


  
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therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 9.04 shall continue in effect for
the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Indemnified Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative
Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection
with transferring the agency to any successor Administrative Agent. 
 (d) Any resignation by Bank of America as Administrative Agent
pursuant to this Section shall also constitute its resignation as an Issuing Bank, so long as, effective upon such resignation, at least one Issuing Bank remains in such capacity and/or a successor Issuing Bank is appointed in accordance with this
clause (d) and the aggregate Letter of Credit Facility is not less than that in effect immediately prior to the effectiveness of such resignation. If Bank of America resigns as an Issuing Bank, it shall retain all the rights, powers, privileges
and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Obligations with respect thereto, including the right to require the Lenders to make
Base Rate Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(d). Upon the appointment by the Borrower of a successor an Issuing Bank hereunder (which successor shall in all cases be a Lender other than a
Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank (b) the retiring Issuing Bank shall be discharged from all of their respective
duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other
arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit. 

SECTION 7.07. Non-Reliance on Administrative Agent and Other Lenders. Each Lender and Issuing Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Lender or any of their Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Affiliates and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 

SECTION 7.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Lead Arrangers or Co-Syndication
Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank
hereunder. 
 SECTION 7.09. Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any
Bankruptcy Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Advance or L/C Obligation shall then be due and payable as herein expressed or by declaration or
otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Advances, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under
Sections 2.08 and 9.04) allowed in such judicial proceeding; and 
 (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; 

  
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 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the
Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under
Sections 2.08 and 9.04. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or
accept or adopt on behalf of any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations under the Loan Documents or the rights of any Lender or any Issuing Bank to authorize the
Administrative Agent to vote in respect of the claim of any Lender or any Issuing Bank in any such proceeding. 
 ARTICLE VIII 

GUARANTY 

SECTION 8.01. Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all (i) Obligations of each other Loan Party now or
hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations) and (ii) obligations of each other
Loan Party to pay the principal amount of all reimbursement obligations and unpaid drawings with respect to any letters of credit issued for the account of any such Loan Party by any Lender Party or any Affiliate thereof, in each case, whether
direct or indirect, absolute or contingent, and whether for principal, interest (including, without limitation, Post Petition Interest), premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations and
obligations being the “Guaranteed Obligations”), and agrees to pay (in accordance with Section 9.04(a), and subject to the limitations set forth therein) any and all expenses (including, without limitation, fees and
expenses of counsel) incurred by the Administrative Agent or any other Lender Party in enforcing any rights under this Guaranty or; provided that, notwithstanding anything to the contrary herein or in any other Loan Document, in no
circumstances shall Excluded Swap Obligations constitute Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and
would be owed by any other Loan Party to any Lender Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving
such other Loan Party. 

  
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 (b) Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each
other Lender Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the
Administrative Agent, the other Lender Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such
Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. 
 (c) Each Guarantor hereby unconditionally and
irrevocably agrees that in the event any payment shall be required to be made to any Lender Party under this Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor
and each other guarantor so as to maximize the aggregate amount paid to the Lender Parties under or in respect of the Loan Documents. 

SECTION 8.02. Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance
with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Obligations of each Guarantor
under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against
each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each
Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: 

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; 

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or
any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed
Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; 

(c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the
Guaranteed Obligations; 
 (d) any change, restructuring or termination of the corporate structure or existence of any Loan
Party or any of its Subsidiaries; 
 (e) any failure of any Lender Party to disclose to any Loan Party any information
relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Lender Party (each Guarantor waiving any duty on the part of the Lender Parties to
disclose such information); 

  
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 (f) the failure of any other Person to execute or deliver this Guaranty, any
Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or 

(g) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any
representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. 

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. 

SECTION 8.03. Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness,
diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement
that any Lender Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person. 

(b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is
continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. 
 (c) Each Guarantor hereby
unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the
subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person and (ii) any defense
based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder. 
 (d) Each Guarantor
hereby unconditionally and irrevocably waives any duty on the part of any Lender Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or
prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Lender Party. 
 (e) Each Guarantor acknowledges
that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 8.02 and this Section 8.03 are knowingly made in contemplation of
such benefits. 
 SECTION 8.04. Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any
rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of
this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the
Borrower, any other Loan Party or any other insider guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any
other Loan Party or any other insider guarantor, 

  
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directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed
Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash (other than contingent Obligations in respect of indemnities for which a claim has not been made), and all Letters of Credit shall have expired or
been terminated or Cash Collateralized and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence, such amount shall be received and held in trust for
the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or
assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or other amounts payable under this Guaranty
thereafter arising. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than
contingent Obligations in respect of indemnities for which a claim has not been made) shall have been paid in full in cash, (iii) the Termination Date shall have occurred and (iv) all Letters of Credit shall have expired or been terminated
or Cash Collateralized, the Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer
by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty. 

SECTION 8.05. Guaranty Supplements. Upon the execution and delivery by any Person of a guaranty supplement in substantially the
form of Exhibit F hereto (each, a “Guaranty Supplement”), (a) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference
in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to
such Additional Guarantor, and (b) each reference herein to “ this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference
in any other Loan Document to the “Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as
supplemented by such Guaranty Supplement. 
 SECTION 8.06. [Reserved]. 

SECTION 8.07. Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and
effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than contingent Obligations in respect of indemnities for which a claim has not been made),
(ii) the Termination Date and (iii) the latest date of expiration or termination of all Letters of Credit that have not been Cash Collateralized, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the
benefit of and be enforceable by the Lender Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender Party may assign or otherwise transfer all or any
portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as and to the extent provided in Section 9.07. No Guarantor shall have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Lender Parties. 

  
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 ARTICLE IX 

MISCELLANEOUS 

SECTION 9.01. Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or the Notes or any other Loan
Document, nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent
shall, unless in writing and signed by all of the Lender Parties (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the following at any time: (i) release the Guarantors from Guaranty representing all or
substantially all of the value of the Guaranty, in any transaction or series of related transactions or (ii) reduce the percentage specified in the definition of the term “Required Lenders” or amend, modify or waive any
provision of this Section 9.01 that has the effect of altering the number of Lenders required to approve any amendment, modification or waiver and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required
Lenders and each Lender (other than any Lender that is, at such time, a Defaulting Lender) that has a Commitment under, or is owed any amounts under or in respect of, the Revolving Credit Facility if such Lender is directly and adversely
affected by such amendment, waiver or consent: (i) increase or extend the Commitments of such Lender; (ii) reduce the principal of, stated rate of interest on or fee related to the Notes held by such Lender or any fees or other amounts
stated to be payable hereunder to such Lender; (iii) postpone any date scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 2.04 or 2.07 or any date fixed for any payment of fees hereunder or any
Guaranteed Obligations payable under any Guaranty (except extensions expressly permitted in Section 2.20) or (iv) amend, modify or waive the pro rata sharing provisions of Sections 2.11 and 2.13; provided further that no amendment,
waiver or consent shall, unless in writing and signed by the Issuing Banks, in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuing Banks, under this Agreement; provided further that no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other
Loan Documents; provided further that any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or
inconsistency so long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the
Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. 
 (b) Notwithstanding the
foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to give effect to the terms of Sections 2.18, 2.19 or 2.20 and (b) to
include appropriately the Lenders holding any Incremental Revolving Credit Commitments, Credit Agreement Refinancing Debt or Extended Revolving Credit Advances in any determination of the Required Lenders. 

SECTION 9.02. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including
telegraphic, telecopy, facsimile, or e-mail communication) and mailed, telegraphed, telecopied, telexed, faxed or delivered, if to the Borrower, at its address at P.O. Box 219335, Kansas City, Missouri 64121-9335, Attention: Treasurer (Facsimile No.
(816) 983-1198), with a copy to the Chief Financial Officer (Facsimile No. (816) 983-1297), and, those notices and other communications which are permitted under Section 5.03 to be provided for on the Borrower’s website on the
Internet, shall be posted at the website address: http://www.kcsouthern.com/en-us; if to any Lender 

  
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Party, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender Party, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender Party; if to the Administrative Agent, at its address at 901 Main Street Dallas, Texas, 75202-3714, Attention: Betty Coleman (Telephone No. (972) 338-3763, Facsimile No. (214) 290-9419 and
Email Address: betty.coleman@baml.com), with copy to Agency Management, 222 Broadway, 14th Floor, Mail Code: NY3-222-14-03, New York, New York 10038, Attention: Steven Gazzillo (Telephone
No. (646) 556-0328, Facsimile No. (212) 901-7842 and Email Address: steven.gazzillo@baml.com); or, as to any party, at such other address as shall be designated by such party in a written notice to the other parties. All such
notices and other communications shall, when mailed, telegraphed, telecopied, telexed, faxed or E-mailed, be effective when deposited in the mails, delivered to the telegraph company, transmitted by telecopier or facsimile or confirmed by telex
answerback, respectively, except that notices and communications to the Administrative Agent pursuant to Article II, III or VII shall not be effective until received by such Agent, and that notices and communications not given during normal
business hours for the recipient shall be deemed to have been given at the opening of business on the next Business Day for the recipient. Delivery by facsimile or other form of electronic communication of an executed counterpart of a signature page
to any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibits hereto to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof. 

SECTION 9.03. No Waiver; Remedies. No failure on the part of any Lender Party or the Administrative Agent to exercise, and no
delay in exercising, any right hereunder or under any Note or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 
 SECTION 9.04. Costs
and Expenses. (a) The Borrower agrees to pay within 10 Business Days after receipt of a written request together with backup documentation supporting such reimbursement request (i) all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of, or any consent or waiver under, the Loan Documents (including, without limitation, (A) all reasonable due diligence,
syndication, transportation, computer, duplication, audit, insurance, consultant and search fees and expenses and (B) the reasonable fees and expenses of one counsel (and (x) if reasonably necessary, a single local counsel in each relevant
jurisdiction and a special or regulatory counsel in each specialty and (y) in the case of an actual or perceived conflict of interest, one additional counsel and if reasonably necessary, one additional local counsel in each relevant
jurisdiction and one additional special or regulatory counsel in each specialty; provided that this clause (y) shall not apply to costs and expenses in connection with the preparation, execution and delivery of the Loan Documents) for
the Agents as a whole with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations
with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in
or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Administrative Agent and each Lender Party in
connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable
fees and expenses of one counsel (and (x) if reasonably necessary, a single local counsel in each relevant jurisdiction and a special or regulatory counsel in each specialty and (y) in the case of an actual or perceived conflict of
interest, one additional counsel and if reasonably necessary, one additional local counsel in each relevant jurisdiction and one additional special or regulatory counsel in each specialty) for the Administrative Agent and each Lender Party taken as
a whole with respect thereto). 

  
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 (b) The Borrower agrees to indemnify, defend and save and hold harmless the Administrative Agent,
the Lead Arrangers, each Lender Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay within 10 Business
Days after receipt of a written request together with backup documentation supporting such reimbursement request, any and all claims, damages, losses, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees of one
counsel for the Indemnified Parties and, if reasonably necessary, a single local counsel to the Indemnified Parties in each relevant jurisdiction and a special or regulatory counsel in each specialty (and, in the case of an actual or perceived
conflict of interest, one additional counsel and, if reasonably necessary, one additional local counsel and one additional special or regulatory counsel for each Indemnified Party affected by such conflict)) that may be incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection
therewith) (i) the Facilities, the actual or proposed use of the proceeds of the Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated thereby or (ii) the actual or alleged presence of Hazardous
Materials on any property of any Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Loan Party or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense (x) is
found by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party (or any Related Indemnified Party of such Indemnified Party) or a material
breach by such Indemnified Party (or any Related Indemnified Party of such Indemnified Party) of its obligations under the Loan Documents or (y) has resulted from any dispute solely among Indemnified Parties or their Related Indemnified Parties
other than claims against any Indemnified Party in its capacity or in fulfilling its role as an Administrative Agent or Lead Arranger or any similar role under any Facility and other than claims arising out of any act or omission on the part of the
Administrative Agent, a Lead Arranger, a Lender or any of their Affiliates. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not
such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the
Transaction is consummated. The Borrower also agrees not to assert any claim against the Administrative Agent, any Lender Party or any of their Affiliates, or any of their respective officers, directors, employees, agents and advisors, on any theory
of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facilities, the actual or proposed use of the proceeds of the Advances or the Letters of Credit, the Loan Documents or any of the
transactions contemplated by the Loan Documents. 
 (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is
made by the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, acceleration of the maturity of the Notes pursuant
to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04,
2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender Party setting forth in reasonable detail the basis for such demand (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of
such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be,
including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance. 

  
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 (d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it
under any Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender Party, in its sole discretion. 

(e) Without prejudice to the survival of any other agreement of any Loan Party hereunder or under any other Loan Document, the agreements and
obligations of the Borrower contained in Sections 2.10 and 2.12 and this Section 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under any of the other Loan Documents. 

SECTION 9.05. Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the
making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender
Party and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Agent, such Lender Party or such Affiliate to or for the credit or the account of the Borrower against any and all of the Obligations of the Borrower then due under the Loan
Documents. The Administrative Agent and each Lender Party agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section are in addition to other rights
and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender Party and their respective Affiliates may have. 

SECTION 9.06. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the
Administrative Agent shall have been notified by each Lender Party (or otherwise received evidence satisfactory to the Administrative Agent) that such Lender Party has executed it and thereafter shall be binding upon and inure to the benefit of the
Borrower, the Administrative Agent and each Lender Party and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the
Lender Parties. 
 SECTION 9.07. Assignments and Participations. (a) Each Lender may assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided,
however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all Facilities, (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being
assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (or such lesser amount as shall be approved by the
Administrative Agent and, so long as no Event of Default under Section 6.01(a) or (f) shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) under each Facility for which a Commitment is being
assigned, (iii) each such assignment shall be to an Eligible Assignee and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and
Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (unless waived by the Administration Agent in its sole discretion); provided that, only one such fee shall be payable in
respect of simultaneous assignments by any Lender to its Affiliates. 

  
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 (b) Upon such execution, delivery, acceptance and recording, from and after the effective date
specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender or an Issuing Bank, as the case may be, hereunder and (ii) the Lender or an Issuing Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment
and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.12 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender’s or an Issuing Bank’s rights and obligations under this Agreement, such Lender or such Issuing Bank shall cease to be a party
hereto). 
 (c) By executing and delivering an Assignment and Acceptance, each Lender Party assignor thereunder and each assignee thereunder
confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender Party makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of
any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender Party makes no representation or warranty
and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant
thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the latest financial statements delivered pursuant to Section 3.01 or 5.03 (as applicable) and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative, such assigning Lender Party
or any other Lender Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is
an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Agent by the terms
hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are
required to be performed by it as a Lender or an Issuing Bank, as the case may be. 
 (d) The Administrative Agent, acting for this purpose
(but only for this purpose) as a non-fiduciary agent of the Borrower, shall maintain at its address referred to in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the
names and addresses of the Lender Parties and the Commitment under each Facility of, and principal amount of and stated interest on the Advances owing under each Facility to, each Lender Party from time to time (the
“Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lender Parties shall treat each Person whose name is recorded in the
Register as a Lender Party hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or the Administrative Agent or any Lender Party at any reasonable time and from time to time upon reasonable
prior notice. 
 (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender Party and an assignee, together with
any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in 

  
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substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt
notice thereof to the Borrower and each other Agent. In the case of any assignment by a Lender, promptly after its receipt of a notice in accordance with Section 2.16(a), the Borrower, at its own expense, shall execute and deliver to the
Administrative Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it under each Facility pursuant to such Assignment and Acceptance and, if any
assigning Lender has retained a Commitment hereunder under such Facility and delivered a separate notice to the Borrower in accordance with Section 2.16(a), a new Note to the order of such assigning Lender in an amount equal to the Commitment
retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of Exhibit A hereto, as the case may be. 
 (f) Each Issuing Bank may, with the prior written
consent of both the Borrower and the Administrative Agent, assign to an Eligible Assignee all of its rights and obligations under the undrawn portion of its Letter of Credit Commitment at any time; provided, however, that each such
assignment shall be to an Eligible Assignee and the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and
recordation fee of $3,500 (unless waived by the Administrative Agent in its sole discretion); provided that, only one such fee shall be payable in respect of simultaneous assignments by any Lender to its Affiliates. 

(g) Each Lender Party may sell participations to one or more Persons (other than any Loan Party or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it and the Note or Notes (if any) held by it); provided, however, that (i) such
Lender Party’s obligations under this Agreement (including, without limitation, its Commitments) shall remain unchanged, (ii) such Lender Party shall remain solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender Party shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Agents and the other Lender Parties shall continue to deal solely and directly with such Lender Party
in connection with such Lender Party’s rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any
consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent
subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or release all or
substantially all of the value of the Guaranty except in connection with transactions otherwise permitted hereunder. 
 (h) Any Lender Party
may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.07, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower
furnished to such Lender Party by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any
Confidential Information received by it from such Lender Party. 
 (i) Notwithstanding any other provision set forth in this Agreement, any
Lender Party may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and the Note or Notes held by it), including without limitation, in favor of
any Federal Reserve Bank in accordance with Regulation A. 

  
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 (j) Notwithstanding anything to the contrary contained herein, any Lender that is a fund that
invests in bank loans may create a security interest in all or any portion of the Advances owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such
obligations or securities, provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 9.07, (i) no such pledge shall release the pledging Lender from any of its
obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest
through foreclosure or otherwise. 
 (k) Notwithstanding anything to the contrary contained herein, any Lender Party (a “Granting
Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or
any part of any Advance that such Granting Lender would otherwise be obligated to make pursuant to this Agreement, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Advance, and (ii) if an SPC
elects not to exercise such option or otherwise fails to make all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof. The making of an Advance by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this
Agreement for which a Lender Party would be liable, (ii) no SPC shall be entitled to the benefits of Sections 2.10 and 2.12 (or any other increased costs protection provision) and (iii) the Granting Lender shall for all purposes,
including, without limitation, the approval of any amendment or waiver of any provision of any Loan Document, remain the Lender Party of record hereunder. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall
survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior Debt of any SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained in this Agreement, any SPC
may (i) with notice to, but without prior consent of, the Borrower and the Administrative Agent and with the payment of a processing fee of $500, assign all or any portion of its interest in any Advance to the Granting Lender and
(ii) disclose on a confidential basis any non-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC. This
subsection (k) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advances are being funded by the SPC at the time of such amendment. 

(l) Each Lender Party, acting for this purpose as a non-fiduciary agent of the Borrower, that grants a participation other rights to an SPC
shall maintain a register on which it enters the name and address of each participant or SPC and the principal and interest amount of each participant’s interest or SPC’s interest in the Facility held by it (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a Participant’s
interest in any commitments, advances, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Advance, Letter of Credit or other
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, absent manifest error and such Lender shall treat each Person whose name is
recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent)
shall have no responsibility for maintaining a Participant Register. 

  
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 SECTION 9.08. Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by telecopier or other
form of electronic communication of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. 

SECTION 9.09. No Liability of the Issuing Banks. The Borrower assumes all risks of the acts or omissions of any beneficiary or
transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither any of the Issuing Banks nor any of its officers or directors shall be liable or responsible for: (a) the use that may be made of any Letter of Credit
or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by an Issuing Bank against presentation of documents that do not strictly comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Borrower shall have a claim against an Issuing Bank, and an Issuing Bank shall be
liable to the Borrower, to the extent of any direct, but not consequential, damages suffered by the Borrower that were caused by (i) an Issuing Bank’s willful misconduct or gross negligence as determined in a final, non-appealable judgment
by a court of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (ii) an Issuing Bank’s willful failure to make lawful payment under a Letter of
Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, an Issuing Bank may accept documents that appear on
their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. 

SECTION 9.10. Confidentiality. Neither the Administrative Agent nor any Lender Party shall disclose any Confidential Information
to any Person without the consent of the Borrower, other than (a) to such Agent’s or such Lender Party’s Affiliates and their officers, directors, employees, agents, advisors and auditors, in each case, on a need-to-know basis, and to
actual or prospective Eligible Assignees and participants, and in each case, then only to the extent that each such person shall have been instructed to keep the same confidential in accordance with this Section 9.10, (b) as required by
any law, rule or regulation or judicial process, (c) as requested or required by any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any similar organization or quasi-regulatory
authority) regulating such Lender Party, (d) to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information received by
it from such Lender Party, provided, further, that notwithstanding anything to the contrary in this Section 9.10, any such disclosure pursuant to this subsection (d) shall require the consent of the Borrower, (e) in
connection with the exercise of any right or remedy under this Agreement or any other Loan Document or (f) to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so
long as such contractual counterparty or professional advisor agrees to be bound by the provisions of this Section 9.10). 

SECTION 9.11. Release of Guarantees. In the event that any Loan Party sells, transfers or otherwise disposes of all of the Equity
Interests of any such Loan Party in a transaction not prohibited 

  
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by this Agreement, the Administrative Agent shall promptly (and the Lender Parties hereby authorize and instruct the Administrative Agent to) take such action and execute any such documents as
may be reasonably requested by the Borrower to terminate such Subsidiary’s Obligations under the Guaranty and each other Loan Document. In addition, the Administrative Agent will take such actions as are reasonably requested by the Borrower to
terminate the Guaranty still in effect created by the Loan Documents when all the Obligations (other than contingent Obligations in respect of indemnities for which a claim has not been made) have been paid in full and all Letters of Credit and
Commitments have been terminated or Cash Collateralized. The Borrower agrees to pay all reasonable out-of-pocket expenses of the Administrative Agent in connection with releases of Liens and Obligations under the Guaranty provided for in this
Section. 
 SECTION 9.12. Non-Consenting Lenders. If, at any time, any Lender becomes a Non-Consenting Lender, then the Borrower
may, at its sole cost and expense, on prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 9.07 all of its rights and
obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; provided
further that such Non-Consenting Lender shall be entitled to receive the full outstanding principal amount of Advances so assigned, together with accrued interest and fees payable in respect of such Advances as of the date of such assignment.

 SECTION 9.13. Patriot Act Notice. Each Lender to whom the Patriot Act applies and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and
address of such Loan Party and other information that will allow such Lender or such Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act. The Borrower shall, and shall cause each of its Subsidiaries to, provide such
information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Agents and the Lenders in maintaining compliance with the Patriot Act. 

SECTION 9.14. Jurisdiction, Service of Process, Etc.. (a) Each of the parties hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims
in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or
proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. 
 (b) Each of the parties
hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any of the other Loan Documents to which it is a party in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court. 
 (c) Each party hereto irrevocably consents to service of process in the
manner provided for notices in Section 9.02. Nothing in this agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law. 

  
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 SECTION 9.15. Governing Law. This Agreement and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York. 
 SECTION 9.16. WAIVER OF JURY TRIAL. EACH OF THE LOAN
PARTIES, THE AGENTS AND THE LENDER PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES,
THE LETTERS OF CREDIT OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. 

SECTION 9.17. The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED
BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE
PLATFORM. In no event shall the Administrative Agent or any of its Affiliates (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the Issuing Bank or any other Person for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform,
any other electronic platform or electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Agent Party. 
 SECTION 9.18. Reliance
by Administrative Agent, Issuing Banks and Lenders. The Administrative Agent, the Issuing Banks and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Committed Loan Notices and Letter of Credit
Applications) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation thereof. 
 SECTION 9.19. Electronic Execution of
Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and
the transactions contemplated hereby (including, without limitation, Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic
matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic 

  
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Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any
form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. 
 SECTION 9.20.
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and
each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers, and the
Lender Parties are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers and the Lender Parties, on the other hand,
(B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and
understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Lead Arrangers and each Lender Party is and has been acting solely as
a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other
Person and (B) neither the Administrative Agent, the Lead Arrangers nor any Lender Party has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except
those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lead Arrangers and the Lender Parties and their respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the
Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the
Lead Arrangers or any Lender Party with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

SECTION 9.21. WAIVER OF IMMUNITIES. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction
of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its assets, such Loan Party hereby irrevocably waives such
immunity in respect of its obligations under this Agreement and the other Loan Documents. The foregoing waiver is intended to be effective to the fullest extent now or hereafter permitted by applicable law. 

SECTION 9.22. Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange,
continue or rollover all or a portion of its Advances in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the
Borrower, the Administrative Agent and such Lender. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

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

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

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

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

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

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



  
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	TRANS-SERVE, INC., as Guarantor
		
	By:	 	 /s/ Michael W. Cline

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

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

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



  
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 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Don B. Pinzon

		 	Name:	 	Don B. Pinzon
		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	BANK OF AMERICA, N.A., as Lender and Issuing Bank
		
	By:	 	 /s/ Irene Bertozzi Bartenstein

		 	Name:	 	Irene Bertozzi Bartenstein
		 	Title:	 	Director



  
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 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	JPMORGAN CHASE BANK, N.A., as Lender and Issuing Bank
		
	By:	 	 /s/ Robert P. Kellas

		 	Name:	 	Robert P. Kellas
		 	Title:	 	Executive Director



  
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 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	CITIBANK, N.A., as Lender and Issuing Bank
		
	By:	 	 /s/ Richard Rivera

		 	Name:	 	Richard Rivera
		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	WELLS FARGO BANK, N.A., as Lender
		
	By:	 	 /s/ Kathleen H. Gound

		 	Name:	 	Kathleen H. Gound
		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Lender
		
	By:	 	 /s/ Lawrence Elkins

		 	Name:	 	Lawrence Elkins
		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	U.S. BANK N.A., as Lender
		
	By:	 	 /s/ John M. Eyerman

		 	Name:	 	John M. Eyerman
		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	THE BANK OF NOVA SCOTIA, as Lender
		
	By:	 	 /s/ Kim Snyder

		 	Name:	 	Kim Snyder
		 	Title:	 	Director



  
 Signature Page to
Kansas City Southern Credit Agreement 








 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	SUNTRUST BANK, as Lender
		
	By:	 	 /s/ Lisa Garling

		 	Name:	 	Lisa Garling
		 	Title:	 	Director



  
 Signature Page to
Kansas City Southern Credit Agreement 








 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	BMO HARRIS BANK, N.A., as Lender
		
	By:	 	 /s/ William Thomson

		 	Name:	 	William Thomson
		 	Title:	 	Director



  
 Signature Page to
Kansas City Southern Credit Agreement 








 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	COMERICA BANK, as Lender
		
	By:	 	 /s/ Timothy O’Rourke

		 	Name:	 	Timothy O’Rourke
		 	Title:	 	Vice President



  
 Signature Page to
Kansas City Southern Credit Agreement 








 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	MORGAN STANLEY SENIOR FUNDING, INC., as Lender
		
	By:	 	 /s/ Michael King

		 	Name:	 	Michael King
		 	Title:	 	Vice President



  
 Signature Page to
Kansas City Southern Credit Agreement 








 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	MORGAN STANLEY BANK, N.A., as Lender
		
	By:	 	 /s/ Michael King

		 	Name:	 	Michael King
		 	Title:	 	Authorized Signatory



  
 Signature Page to
Kansas City Southern Credit Agreement 








 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	BOKF, N.A. D/B/A BANK OF KANSAS CITY, as Lender
		
	By:	 	 /s/ John P. Mills

		 	Name:	 	John P. Mills
		 	Title:	 	Senior Vice President



  
 Signature Page to
Kansas City Southern Credit Agreement 








 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	UMB BANK, N.A., as Lender
		
	By:	 	 /s/ David Proffitt

		 	Name:	 	David Proffitt
		 	Title:	 	Senior Vice President



  
 Signature Page to
Kansas City Southern Credit Agreement 








 SIGNATURE PAGE TO KANSAS CITY SOUTHERN CREDIT AGREEMENT 

 

					
	COMMERCE BANK, as Lender
		
	By:	 	 /s/ Pamela T. Hill

		 	Name:	 	Pamela T. Hill
		 	Title:	 	Vice President



  
 Signature Page to
Kansas City Southern Credit Agreement