amongCredit Agreement • January 3rd, 2003 • TFM Sa De Cv • Railroads, line-haul operating • New York
Exhibit 4.2 KANSAS CITY SOUTHERN de MEXICO, S.A. de C.V. U.S. $165,000,000 7 3/8% Senior Notes Due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2007 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York
New York, New York June 6, 2002 Salomon Smith Barney Inc. J.P. Morgan Securities Inc. As Initial Purchasers c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: TFM, S.A. de C.V., a sociedad anonima de...Purchase Agreement • December 27th, 2002 • TFM Sa De Cv • Railroads, line-haul operating • New York
AS ISSUER ANDIndenture • January 3rd, 2003 • TFM Sa De Cv • Railroads, line-haul operating • New York
amongCredit Agreement • December 27th, 2002 • TFM Sa De Cv • Railroads, line-haul operating • New York
as Issuer andIndenture • November 28th, 2006 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York
EXHIBIT 10.15 AMENDMENT OF MANAGEMENT SERVICES AGREEMENT This Amendment of the May 9, 1997 Management Services Agreement is entered into by and between The Kansas City Southern Railway Company ("KCS"), as successor in interest through merger to KCS...Management Services Agreement • December 27th, 2002 • TFM Sa De Cv • Railroads, line-haul operating
AMENDMENT No. 1 and WAIVER No. 1 to CREDIT AGREEMENTCredit Agreement • December 26th, 2007 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York
EXHIBIT 99.4 FORM OF EXCHANGE AGENT AGREEMENTExchange Agent Agreement • December 27th, 2002 • TFM Sa De Cv • Railroads, line-haul operating • New York
as Issuer andIndenture • May 17th, 2007 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York
June 13, 2002 Salomon Smith Barney Inc. J.P. Morgan Securities Inc. As Initial Purchasers c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: TFM, S.A. de C.V., a sociedad anonima de capital variable...Registration Rights Agreement • December 27th, 2002 • TFM Sa De Cv • Railroads, line-haul operating • New York
BACKGROUNDPurchase-Sale Agreement • December 27th, 2002 • TFM Sa De Cv • Railroads, line-haul operating
EXCHANGE AGENT AGREEMENTExchange 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
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
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 2016Indenture • April 30th, 2009 • Kansas City Southern De Mexico, S.A. De C.V. • 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”).
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.
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 2020Indenture • 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 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”).
ContractIndividual 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:
ContractGlobal Note • June 16th, 2011 • Kansas City Southern De Mexico, S.A. De C.V. • 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.
ContractPartnership Interest Pledge 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)).
KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V. Floating Rate Senior Notes due 2016 PURCHASE AGREEMENT October 24, 2013 Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLCPurchase Agreement • October 30th, 2013 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York
ContractStock Pledge 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)).
ContractIndividual 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:
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
ContractAsset Pledge 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)).
ContractGlobal Note • August 26th, 2013 • Kansas City Southern De Mexico, S.A. De C.V. • 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 LocomotivesEquipment 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 borrowerLoan 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 2016First 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.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 8th, 2013 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of April 23, 2013 (the “Effective Date”), between KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., a variable capital corporation (sociedad anónima de capital variable) organized under the laws of Mexico (the “Company”), and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as trustee under the indenture referred to below.
Loan Agreement by and between Kansas City Southern de México, S.A. de C.V. and DVB Bank AG Dated as of September 24, 2008Loan 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”).
ContractIndividual Employment Agreement • May 10th, 2006 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating
THIS INDIVIDUAL EMPLOYMENT AGREEMENT FOR INDEFINITE TIME IS EXECUTED ON THE ONE HAND BY KANSAS CITY SOUTHERN DE MEXICO, S.A. DE C.V. (HEREINAFTER REFERRED TO AS THE “COMPANY”), HEREIN REPRESENTED BY MR. GUILLERMO RUIZ, AS ATTORNEY IN-FACT AND, ON THE OTHER, BY MR. JOSE GUILLERMO ZOZAYA DELANO (HEREINAFTER REFERRED TO AS THE “EMPLOYEE”), ON ITS OWN RIGHT, IN ACCORDANCE WITH THE FOLLOWING RECITALS AND CLAUSES:
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...Trackage Rights, 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.
