RECITALSStockholders' Agreement • December 21st, 2004 • Kansas City Southern • Railroads, line-haul operating • Delaware
Exhibit 10.1 AMENDED AND RESTATED ACQUISITION AGREEMENT BY AND AMONG KANSAS CITY SOUTHERN, A DELAWARE CORPORATION, KARA SUB, INC., A DELAWARE CORPORATION, KCS INVESTMENT I, LTD., A DELAWARE CORPORATION KCS ACQUISITION SUBSIDIARY, INC., A DELAWARE...Acquisition Agreement • December 21st, 2004 • Kansas City Southern • Railroads, line-haul operating • Delaware
Exhibit 10.9 INDEMNITY ESCROW AGREEMENT This INDEMNITY ESCROW AGREEMENT (this "Agreement") is entered into and effective as of this 15th day of December, 2004, by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), Caymex Transportation,...Indemnity Escrow Agreement • December 21st, 2004 • Kansas City Southern • Railroads, line-haul operating • New York
Exhibit 10.8 CLOSING ESCROW AGREEMENT This CLOSING ESCROW AGREEMENT (this "Agreement") is entered into and effective as of this 15th day of December, 2004, by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), Kara Sub, Inc., a Delaware...Closing Escrow Agreement • December 21st, 2004 • Kansas City Southern • Railroads, line-haul operating • New York
RECITALSRegistration Rights Agreement • December 21st, 2004 • Kansas City Southern • Railroads, line-haul operating • New York
Execution Copy AGREEMENT OF ASSIGNMENT AND ASSUMPTION OF RIGHTS, AND AGENCY AGREEMENT WITH UNDISCLOSED PRINCIPAL, DUTIES AND OBLIGATIONS, DATED AS OF December 15, 2004 AMONG THE FOLLOWING PARTIES: I. Grupo TMM, S.A., a SOCIEDAD ANONIMA organized under...Agreement of Assignment and Assumption • December 21st, 2004 • Kansas City Southern • Railroads, line-haul operating
ARTICLE IMarketing and Services Agreement • December 21st, 2004 • Kansas City Southern • Railroads, line-haul operating • New York
VAT NOTEVat Note • December 21st, 2004 • Kansas City Southern • Railroads, line-haul operating • Delaware
US $20,745,800 December 15, 2004 WHEREAS, Kansas City Southern, a Delaware corporation ("Obligor"), pursuant to Section 1.2(a) of the Amended and Restated Acquisition Agreement among Obligor, MM (defined below), and the other parties named therein...Indemnity Escrow Note • December 21st, 2004 • Kansas City Southern • Railroads, line-haul operating • Delaware
Exhibit 10.11 CONSULTING COMPENSATION ESCROW AGREEMENT This CONSULTING COMPENSATION ESCROW AGREEMENT (this "Agreement") is entered into and effective as of this 15th day of December, 2004, by and among KANSAS CITY SOUTHERN, a Delaware corporation...Consulting Compensation Escrow Agreement • December 21st, 2004 • Kansas City Southern • Railroads, line-haul operating • New York
Exhibit 10.10 VAT ESCROW AGREEMENT This VAT ESCROW AGREEMENT (this "Agreement") is entered into and effective as of this 15th day of December, 2004, by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA SUB, INC., a Delaware...Vat Escrow Agreement • December 21st, 2004 • Kansas City Southern • Railroads, line-haul operating • New York
