Kansas City Southern De Mexico, S.A. De C.V. Sample Contracts

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Credit Agreement • January 3rd, 2003 • TFM Sa De Cv • Railroads, line-haul operating • New York
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as Issuer and
Indenture • May 17th, 2007 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York
as Issuer and
Indenture • November 28th, 2006 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York
among
Credit Agreement • December 27th, 2002 • TFM Sa De Cv • Railroads, line-haul operating • New York
AS ISSUER AND
Indenture • January 3rd, 2003 • TFM Sa De Cv • Railroads, line-haul operating • New York
EXHIBIT 99.4 FORM OF EXCHANGE AGENT AGREEMENT
TFM Sa De Cv • December 27th, 2002 • Railroads, line-haul operating • New York
AMENDMENT No. 1 and WAIVER No. 1 to CREDIT AGREEMENT
Execution Version • December 26th, 2007 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York
EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • November 7th, 2013 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York

Kansas City Southern de México, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $250,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2016 (the “Exchange Notes”) for an equal aggregate principal amount of its outstanding Floating Rate Senior Notes due 2016 (the “Old Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus”) included in the Company’s registration statement on Form S-4 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) on November , 2013. The Old Notes and the Exchange Notes are collectively referred to in this Exchange Agent Agreement (this “Agreement”) as the “Notes” or the “Securities.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in

9 3/8 % Senior Notes due 2012
Indenture • April 25th, 2005 • TFM Sa De Cv • Railroads, line-haul operating • New York

INDENTURE, dated as of April 19, 2005, between TFM, S.A. de C.V., a variable capital company (sociedad anónima de capital variable) organized under the laws of Mexico, as Issuer (the “Company”), The Bank of Nova Scotia Trust Company of New York, as Trustee (in such capacity, the “Trustee”), and as Paying Agent (in such capacity, the “Paying Agent”).

Kansas City Southern de México, S.A. de C.V., as the Company, and U.S. Bank National Association, as Trustee, Transfer Agent, Principal Paying Agent and Registrar Indenture Dated as of May 3, 2013 2.35% Senior Notes due 2020
Indenture • May 8th, 2013 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York

This Indenture will be subject to, and shall be governed by, the provisions of the TIA (as defined herein) that are required to be a part of and to govern indentures qualified under the TIA.

AMENDED AND RESTATED SUBSIDIARY GUARANTY
Subsidiary Guaranty • October 3rd, 2011 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating

This AMENDED AND RESTATED SUBSIDIARY GUARANTY, dated as of September 30, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), is made by each Subsidiary (such capitalized term, and other terms used in this Guaranty, to have the meanings set forth in Article I) of KANSAS CITY SOUTHERN DE MEXICO, S.A. DE C.V., a corporation with variable capital (sociedad anonima de capital variable) organized under the laws of Mexico (the “Borrower”) from time to time party hereto (individually referred to as a “Guarantor,” and collectively referred to as the “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent and as collateral agent for the Secured Parties (the “Administrative Agent”).

Kansas City Southern de México, S.A. de C.V., as Issuer and U.S. Bank National Association, as Trustee and as Paying Agent Indenture Dated as of March 30, 2009 12 1/2% Senior Notes due 2016
Kansas City Southern De Mexico, S.A. De C.V. • April 30th, 2009 • Railroads, line-haul operating • New York

INDENTURE, dated as of March 30, 2009, between Kansas City Southern de México, S.A. de C.V., a variable capital company (sociedad anónima de capital variable) organized under the laws of Mexico, as Issuer (the “Company”) and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”), and as Paying Agent (in such capacity, the “Paying Agent”).

Contract
Individual Labor Agreement • September 4th, 2009 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating

INDIVIDUAL LABOR AGREEMENT FOR AN INDEFINITE TERM (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) EXECUTED, ON ONE SIDE, BY KANSAS CITY SOUTHERN DE MEXICO, S.A. DE C.V. (HEREINAFTER REFERRED TO AS THE “COMPANY”), REPRESENTED IN THIS ACT BY MR. LIC. JUAN EZEQUIEL VERGARA KURI AS ITS LEGAL REPRESENTANT AND, ON THE OTHER SIDE, BY, GLORIA MINERVA BALLESTEROS (HEREINAFTER REFERRED TO AS THE “EMPLOYEE”), ON ITS OWN RIGHT, SUBMITTING THEIR WILL TO THE FOLLOWING DECLARATIONS AND CLAUSES:

Contract
Kansas City Southern De Mexico, S.A. De C.V. • June 16th, 2011 • Railroads, line-haul operating

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Contract
Second Amendment Agreement • January 16th, 2013 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating

SECOND AMENDMENT AGREEMENT to that certain Partnership Interest Pledge Agreement, dated January 10, 2013 (this “Amendment Agreement”) entered into by and among Highstar Harbor Holdings México, S. de R.L. de C.V. (“HHH”) and Nafta Rail, S.A. de C.V. (“Nafta” and together with HHH, the “Pledgors” and each a “Pledgor”), MTC Puerta México, S. de R.L. de C.V. (the “Company”), JPMorgan Chase Bank, N.A., as Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as pledgee (hereinafter, together with its successors or assigns, the “Pledgee”, and together with the Pledgors and the Company, the “Parties”) (capitalized terms used and not defined herein shall have the meanings ascribed to them in the Original Partnership Interest Pledge Agreement (as defined below)).

PARTNERSHIP INTEREST PLEDGE AGREEMENT among HIGHSTAR HARBOR HOLDINGS MÉXICO, S. DE R.L. DE C.V. and NAFTA RAIL, S.A. DE C.V. as Pledgors, and Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat in its...
Partnership Interest Pledge Agreement • September 3rd, 2010 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating

PARTNERSHIP INTEREST PLEDGE AGREEMENT (this “Agreement” ) dated August 30, 2010 entered into by and among Highstar Harbor Holdings México, S. de R.L. de C.V. and Nafta Rail, S.A. de C.V., as pledgors (each a “Pledgor” and, collectively, the “Pledgors”), Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, in its capacity as Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below), as pledgee (the “Pledgee”) and MTC Puerta México, S. de R.L. de C.V. (the “Company”), pursuant to the following Recitals, Representations and Clauses.

Contract
Assignment and Amendment Agreement • October 3rd, 2011 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating

ASSIGNMENT AND AMENDMENT AGREEMENT dated September 30, 2011 (this “Assignment and Amendment Agreement”) entered into by and among Kansas City Southern de México, S.A. de C.V. (“KCSM”) and KCSM Holdings, LLC (“KCSM Holdings” and together with KCSM, the “Pledgors” and each a “Pledgor”), Arrendadora KCSM, S. de R.L. de C.V. (the “Company”), Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, in its capacity as Original Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as original pledgee (hereinafter, the “Substituted Pledgee”), JPMorgan Chase Bank, N.A., as New Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as new pledgee (hereinafter, together with its successors or assigns, the “Substitute Pledgee”, and together with the Pledgors, the Company and the Substituted Pledgee, the “Parties”) (capitalized terms used and not defined herein shall hav

Contract
Kansas City Southern De Mexico, S.A. De C.V. • October 5th, 2007 • Railroads, line-haul operating

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Contract
Second Amendment Agreement • January 16th, 2013 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating

SECOND AMENDMENT AGREEMENT to that certain Stock Pledge Agreement, dated January 10, 2013 (this “Amendment Agreement”) entered into by and among MTC Puerta México, S. de R.L. de C.V. (“MTC”) and Highstar Harbor Holdings México, S. de R.L. de C.V (“HHH” and together with MTC, the “Pledgors” and each a “Pledgor”), Vamos a México, S.A. de C.V. (the “Company”), JPMorgan Chase Bank, N.A., as Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as pledgee (hereinafter, together with its successors or assigns, the “Pledgee”, and together with the Pledgors and the Company, the “Parties”) (capitalized terms used and not defined herein shall have the meanings ascribed to them in the Original Stock Pledge Agreement (as defined below)).

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Contract
Individual Labor Agreement • September 8th, 2009 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating

INDIVIDUAL LABOR AGREEMENT FOR AN INDEFINITE TERM (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) EXECUTED, ON ONE SIDE, BY KANSAS CITY SOUTHERN DE MEXICO, S.A. DE C.V. (HEREINAFTER REFERRED TO AS THE “COMPANY”), REPRESENTED IN THIS ACT BY MR. CRISTIAN LOUSTAUNAU ARMAS AS ITS LEGAL REPRESENTANT AND, ON THE OTHER SIDE, BY, MR. OSCAR AUGUSTO DEL CUETO CUEVAS (HEREINAFTER REFERRED TO AS THE “EMPLOYEE”), ON ITS OWN RIGHT, SUBMITTING THEIR WILL TO THE FOLLOWING DECLARATIONS AND CLAUSES:

Contract
Third Amendment Agreement • January 16th, 2013 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating

THIRD AMENDMENT AGREEMENT to that certain Asset Pledge Agreement dated January 10, 2013 (this “Amendment Agreement”) entered into by and among Kansas City Southern de México, S.A. de C.V. (“KCSM”), Arrendadora KCSM, S. de R.L. de C.V. (“Arrendadora”), Highstar Harbor Holdings México, S. de R.L. de C.V. (“HHH”), MTC Puerta Mexico, S. de R.L. de C.V. (“MTC”), and Vamos a México, S.A. de C.V. (“VAM” and together with KCSM, Arrendadora, HHH and MTC, the “Pledgors” and each a “Pledgor”), JPMorgan Chase Bank, N.A., as Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as pledgee (hereinafter, together with its successors or assigns, the “Pledgee”, and together with the Pledgors the “Parties”) (capitalized terms used and not defined herein shall have the meanings ascribed to them in the Original Asset Pledge Agreement (as defined below)).

Contract
Kansas City Southern De Mexico, S.A. De C.V. • August 26th, 2013 • Railroads, line-haul operating

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Equipment Lease Agreement (KCSM 2007-1) dated as of April 4, 2007 between High Ridge Leasing LLC, Lessor and Kansas City Southern de Mexico, S. de R.L. de C.V., Lessee 30 GE ES44AC Locomotives
Equipment Lease Agreement • May 2nd, 2007 • Kansas City Southern De Mexico, S. De R.L. De C.V. • Railroads, line-haul operating • New York

This Equipment Lease Agreement (KCSM 2007-1), dated as of April 4, 2007 (this “Lease”), between High Ridge Leasing LLC, a Delaware limited liability company (“Lessor”), and Kansas City Southern de Mexico, S. de R.L. de C.V., a corporation incorporated under the laws of Mexico (“Lessee”),

Loan Agreement entered into by and between General Electric Capital Corporation, as lender and Kansas City Southern de México, S.A. de C.V., as borrower
Loan Agreement • October 21st, 2011 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating
KANSAS CITY SOUTHERN DE MÉXICO, S.A. de C.V., as Issuer and First Supplemental Indenture Dated as of November 12, 2009 121/2% Senior Notes due 2016
First Supplemental Indenture • February 12th, 2010 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating

FIRST SUPPLEMENTAL INDENTURE, dated as of November 12, 2009 (the “Supplemental Indenture”), among Kansas City Southern de México, S.A. de C.V., a variable capital company (sociedad anónima de capital variable) organized under the laws of Mexico (the “Company”), and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”), and as Paying Agent (in such capacity, the “Paying Agent”). All capitalized terms used herein but not defined shall have the meaning set forth in the Indenture (as defined below), unless otherwise indicated. All page and line references refer to the Indenture available on the website of the Securities and Exchange Commission at http://www.sec.gov.

Loan Agreement by and between Kansas City Southern de México, S.A. de C.V. and DVB Bank AG Dated as of September 24, 2008
Loan Agreement • October 28th, 2008 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York

This Loan Agreement (the “Agreement”), dated as of September 24, 2008, is made by and between Kansas City Southern de México, S.A. de C.V., a company incorporated under the laws of Mexico (herein, together with its permitted successors and assigns, “Borrower”) and DVB Bank AG, a German corporation (herein, together with its permitted successors and assigns, each a “Lender” and, collectively, the “Lenders”).

US$111,000,000 CREDIT AGREEMENT dated as of June 14, 2007 among KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., as Borrower, ARRENDADORA KCSM, S.A. DE C.V., as Guarantor, CERTAIN LENDERS, and BANK OF AMERICA, N.A., as Administrative Agent BBVA...
Credit Agreement • July 27th, 2007 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York

This CREDIT AGREEMENT (this “Agreement”), is entered into as of June 14, 2007, among KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., a corporation with variable capital (sociedad anónima de capital variable) organized under the laws of Mexico (the “Borrower”), ARRENDADORA KCSM, S.A. DE C.V., a corporation with variable capital (sociedad anónima de capital variable) organized under the laws of Mexico (“Arrendadora”), each of the lenders that is a signatory hereto under the caption “LENDERS” on the signature pages hereto and each other Person that becomes a “Lender” after the date hereof pursuant to Section 11.8(b), and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, HAVE BEEN OMITTED FROM THIS EXHIBIT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL...
Switching and Interline Settlement Agreement • April 27th, 2010 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating

NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, HAVE BEEN OMITTED FROM THIS EXHIBIT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Contract
Kansas City Southern De Mexico, S.A. De C.V. • November 7th, 2013 • Railroads, line-haul operating

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

AMENDMENT No. 3 AND WAIVER NO. 2 to CREDIT AGREEMENT dated as of February 11, 2009 among KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., as Borrower, ARRENDADORA KCSM, S. DE R.L. DE C.V., as Guarantor, CERTAIN LENDERS, and BANK OF AMERICA, N.A., as...
Credit Agreement • February 17th, 2009 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York

THIS AMENDMENT NO. 3 AND WAIVER NO. 2 TO CREDIT AGREEMENT, dated as of February 11, 2009 (this “Amendment”), is entered into among KANSAS CITY SOUTHERN DE MéXICO, S.A. DE C.V., a corporation with variable capital (sociedad anónima de capital variable) organized under the laws of México (the “Borrower”), ARRENDADORA KCSM, S. DE R.L. DE C.V., a corporation with variable capital (sociedad de responsabilidad limitada de capital variable) organized under the laws of Mexico (the “Guarantor”), each of the lenders that is a signatory hereto under the caption “LENDERS” on the signature pages hereto and each other Person that becomes a “Lender” pursuant to Section 11.8(b) of the Existing Credit Agreement, and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

AMENDMENT AGREEMENT TO THE INDIVIDUAL INDEFINITE EMPLOYMENT CONTRACT OF JANUARY 18, 1999, ENTERED INTO BY THE PARTY OF KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., REPRESENTED HEREIN BY MR. CRISTIAN LOUSTAUNAU ARMAS, IN HIS CAPACITY AS ATTORNEY IN...
Kansas City Southern De Mexico, S.A. De C.V. • September 4th, 2009 • Railroads, line-haul operating

FIRST. The Parties signed an Individual Indefinite Employment Contract on January 18, 1999, (hereafter, the “Contract”), by which the Parties agreed the Executive would render their personal services to, and subordinate of, the Company at the level and in the position of “Transport Planning Assistant“, in accordance with the terms and conditions set forth therein.

AMENDMENT NO. 1
Credit Agreement • January 31st, 2014 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York

AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 30, 2014 (this “Amendment”), among KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., a corporation with variable capital (sociedad anónima de capital variable) organized under the laws of Mexico (the “Borrower”), the guarantors party hereto (the “Subsidiary Guarantors”), the lenders party hereto (the “Consenting Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), collateral agent (in such capacity, the “Collateral Agent”), Issuer and the Swing Line Lender.

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