AMENDED AND RESTATED SUBSIDIARY GUARANTYSubsidiary 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”).
ContractAssignment 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
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 30, 2011, among KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, and JPMORGAN...Credit Agreement • October 3rd, 2011 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 30, 2011 (this “Agreement”), is 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 various financial institutions and other Persons from time to time parties hereto (the “Lenders”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), J.P. MORGAN SECURITIES LLC (“JPMorgan”) as joint lead arranger, joint bookrunner and syndication agent (in such capacities, a “Lead Arranger”), MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED (“MLPFS”), as joint lead arranger and joint bookrunner (in such capacities, a “Lead Arranger” and, together with JPMorgan, the “Lead Arrangers”), BBVA BANCOMER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE GRUPO FINANCIERO BBVA BANCOMER, as joint bookrunner a
ContractAssignment 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 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”), 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 shal
ContractAssignment 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”), 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”), 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 toget
AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • October 3rd, 2011 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating
THIS AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT, dated as of September 30, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Subordination Agreement”) is 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”), and each of the undersigned Persons (such capitalized term, and other terms used in this Subordination Agreement, to have the meanings set forth in Article I) and each other Person that may from time to time become a party hereto in its capacity as a lender of a loan or advance to a Subordinated Debtor, as defined below (collectively, in such capacity, the “Subordinated Creditors”), in favor of JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent and as collateral agent for the Secured Parties (together with its successors thereto in such capacities, the “Administrative Agent”).
