EXCHANGE AGENT AGREEMENTExchange Agent Agreement • August 26th, 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 (i) to make an offer (the “2020 Notes Exchange Offer”) to exchange up to $275,000,000 aggregate principal amount of its 2.35% Senior Notes due 2020 (the “2020 Exchange Notes”) for an equal aggregate principal amount of its outstanding 2.35% Senior Notes due 2020 (the “2020 Old Notes”) and (ii) to make an offer (the “2023 Notes Exchange Offer” and, together with the 2020 Notes Exchange Offer, the “Exchange Offers”) to exchange up to $450,000,000 aggregate principal amount of its 3.00% Senior Notes due 2023 (the “2023 Exchange Notes” and, together with the 2020 Exchange Notes, the “Exchange Notes”) for an equal aggregate principal amount of its outstanding 3.00% Senior Notes due 2023 (the “2023 Old Notes” and, together with the 2020 Old Notes, the “Old Notes”). The terms and conditions of the Exchange Offers as currently cont
ContractKansas 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.
