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KCS Announces Consent Solicitation.


KANSAS CITY, Mo. -- Kansas City Southern ("KCS KCS

keratoconjunctivitis sicca.
") (NYSE NYSE

See: New York Stock Exchange
:KSU (Key Service Unit) The cabinet that contains the electronics for a key telephone system. See key telephone system. ) today announced a solicitation of consents by its subsidiary, The Kansas City Southern Railway The Kansas City Southern Railway (AAR reporting marks KCS) is a United States-based Class I railroad operating over 3,130 track miles in 12 central and southeastern states. Founded in 1887, the railroad provides the shortest route from Kansas City to the Gulf of Mexico.  Company ("KCSR KCSR Kansas City Southern Railway Company
KCSR Kansas City Street Racing
"), to amend the KCSR indentures, under which KCSR's 9u% Senior Notes due 2008 (the "9u% Notes") and 7u% Senior Notes due 2009 (the "7u% Notes" and together with the 9u% Notes, the "Notes") were issued.

The purpose of the Consent Solicitation Consent Solicitation

A solicitation by one party to the stakeholders of a particular security for the consent of a material change.

Notes:
Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with
 is (i) to resolve an inconsistency in the inclusion of certain expenses, but not the income, of Restricted Subsidiaries in the calculation of the "Consolidated Coverage Ratio," a test which KCS and some of its subsidiaries must meet to take certain actions, by amending the definition of "Consolidated Interest Expense" in the Indenture, (ii) to permit the inclusion of certain expense items in permitted refinancings by defining "Refinancing Indebtedness" to include such items and (iii) to obtain waivers of any defaults arising from actions taken in the absence of these proposed amendments, all as described in the consent solicitation statement dated January 29, 2007 (the "Consent Solicitation Statement").

The record date for the consent solicitation is the close of business, New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
 time, on Friday, January 26, 2007. The consent solicitation will expire at 5:00 p.m., New York City time, on Friday, February 9, 2007 ("Expiration Time Expiration time

The time of day by which all exercise notices must be received on the expiration date. Technically, the expiration time is currently 11:59AM on the expiration date, but public holders of option contracts must indicate their desire to exercise no later than 5:30PM on
"), unless extended. KCSR is offering a consent fee of $3.50 with respect to the 9u% Notes, and $5.00 with respect to the 7u% Notes, per $1,000 of original principal amount of the Notes to each holder of record as of the record date who has delivered (and has not validly revoked) a valid consent prior to 5:00 pm, New York City time, on Monday, February 5, 2007 (the "Early Consent Time"). For holders who deliver consents after the Early Consent Time but before the Expiration Time, KCSR is offering a consent fee of $1.00 for the 9u% Notes, and $1.50 for the 7u% Notes, per $1,000 original principal amount of the Notes. KCSR's obligation to accept consents and pay the consent fee is conditioned, among other things, on the receipt of consents to the amendments and waivers from holders of at least a majority in aggregate principal amount of Notes of such series.

For a complete statement of the terms and conditions of the consent solicitation, the amendments to the Indentures, and the accompanying waivers, holders of the Notes should refer to the Consent Solicitation Statement, which is being sent to all holders of record of the Notes as of the record date. Questions from holders regarding the consent solicitation or requests for additional copies of the Consent Solicitation Statement, the Letter of Consent or other related documents should be directed to D.F. King & Co., Inc., the Information Agent for the consent solicitation, at 48 Wall Street, New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
, New York, 10005 (telephone 800-714-3313) or the Solicitation Agents for the consent solicitation, Morgan Stanley & Co. Incorporated, at 1585 Broadway, New York, New York, 10036 (800-624-1808 US toll-free) or Banc of America Securities LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, at 214 North Tryon Street, Charlotte, North Carolina “Charlotte” redirects here. For other uses, see Charlotte (disambiguation).
Charlotte is the largest city in the state of North Carolina and the 20th largest city in the United States.
 28255 (888-292-0070 US toll-free) or (704-388-4813 collect).

This announcement is not a solicitation of consent with respect to any Notes. The consent solicitation is being made solely by the Consent Solicitation Statement and related documents, dated January 29, 2007, which set forth the complete terms of the consent solicitation.

Headquartered in Kansas City, Mo., KCS is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holding includes KCSR, serving the central and south central U.S. Its international holdings include Kansas City Southern de Mexico, serving northeastern and central Mexico and the port cities of Lazaro Cardenas, Tampico and Veracruz, and a 50 percent interest in Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS' North American rail holdings and strategic alliances are primary components of a NAFTA NAFTA
 in full North American Free Trade Agreement

Trade pact signed by Canada, the U.S., and Mexico in 1992, which took effect in 1994. Inspired by the success of the European Community in reducing trade barriers among its members, NAFTA created the world's
 Railway system, linking the commercial and industrial centers of the U.S., Canada and Mexico.

This press release may include statements concerning potential future events involving KCS and its subsidiaries, which could materially differ from the events that actually occur. The differences could be caused by a number of factors including those factors identified in the "Risk Factors" and the "Cautionary Information" sections of KCS' Form 10-K for the most recently ended fiscal year, filed by KCS with the Securities and Exchange Commission (SEC) (Commission file no. 1-4717). KCS will not update any forward-looking statements in this press release to reflect future events or developments.
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No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jan 29, 2007
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