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 Transportation Company, and TFM, S.A. de C.V.
this 30 day of April, 2002.
RECITALS
WHEREAS, KCS, as the successor in interest through merger to KCS Transportation
Company, and TFM were parties to a Management Services Agreement dated May 9,
1997 ("MSA");
WHEREAS, as initially drafted the MSA would have expired on May 9, 1998, but, as
provided for in Section 2 of the MSA, it was extended through December 31, 1998
by the written consent of the parties;
WHEREAS, KCS has continued to provide management services to TFM following the
formal expiration of the MSA; and
WHEREAS, the parties wish to amend the MSA to provide for its automatic renewal
and to provide for KCS' compensation for management services provided by KCS to
TFM, as provide for in the MSA, for the period from January 1, 1999 to the date
of this Amendment;
NOW, THEREFORE, KCS and TFM through their authorized representatives agree as
follows:
1. TFM shall, on or before December 31, 2002, pay to KCS the sum of Two
Million Five Hundred Thousand Dollars (US$2,500,000.00) as full and
complete compensation for management services provided by KCS to TFM during
the period of January 1, 1999 through December 31, 2000. The amount due for
the period of January 1, 1999 through December 31, 2000 shall be paid to
KCS in nine equal monthly payments, with the first monthly payment of Two
Hundred Seventy-Seven Thousand Seven Hundred and Seventy-Seven dollars and
Seventy-Seven cents (US$277,777.77) being paid on or before April 15, 2002.
TFM shall pay KCS a lump sum payment for all amounts due and payable under
the Agreement relating to the period of January 1, 2001 through December 1,
2002, an amount equal to Two Million Five Hundred Thousand Dollars
(US$2,500,000.00) on or before January 2, 2003. Thereafter, KCS shall
receive, as compensation under Section 5 of the MSA, payments quarterly in
arrears of Three Hundred and Twelve Thousand Five Hundred Dollars
(US$312,500.00).
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2. The MSA shall, as of January 1, 2002, be deemed to have been amended by
deleting Xxxxxxx 0, Xxxx of Agreement, in its entirety and substituting the
following:
2. TERM OF AGREEMENT. This Agreement shall continue in full force and
effect until terminated by one party giving written notice to the other
party of termination at least 60 days prior to the end of the current
calendar year. However, TFM shall not terminate this Agreement unless it
simultaneously terminates all other similar management agreements,
including the Management Services Agreement between TFM and Grupo TMM, S.A.
de C.V. (formerly Transportacion Maritima Mexicana, S.A. de C.V.) dated as
of May 9, 2002 and amended contemporaneously with the amendment of the MSA.
3. The MSA shall, as of January 1, 2002, be deemed to have been amended by
deleting Section 3(b), Availability of Managers, in its entirety and
substituting the following:
AVAILABILITY OF MANAGERS. KCS shall make its officers, managers and agents
available to TFM, in person or by telephone, both within and without
Mexico, as reasonably requested by TFM and as necessary for KCS to
discharge its duties and responsibilities under this Agreement.
4. Following April 1, 2002, any notice to KCS under the MSA shall be sent to:
Xxxxxxx X. Xxxxxxx
Chairman, President & CEO
The Kansas City Southern Railway Company
000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxx, XX 00000
000-000-0000
fax 000-000-0000
With a copy to:
General Counsel
The Kansas City Southern Railway Company
000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxx, XX 00000
000-000-0000
fax 000-000-0000
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President
Grupo TMM, S.A. de C.V.
Av. de la Cuspide No 4755, 10th Floor
Col. Parques del Xxxxxxxx, X.X., 00000
Xxxxxxxxxx Xxxxxxx, Xxxxxx D.F.
000-00-000-0000
fax 000-00-000-0000
Except as amended hereby, the terms and provisions of the MSA shall remain, and
shall be deemed to have been at all relevant times, in full force and effect.
THE KANSAS CITY SOUTHERN TFM, S.A. DE C.V.
RAILWAY COMPANY
BY /s/ Xxxxxx X. Xxxxx BY /s/ Xxxx Xxxxx
---------------------------- ---------------------------
TITLE SR. VICE PRESIDENT & TITLE TREASURER
CHIEF FINANCIAL OFFICER
BY /s/ Xxxxx Xxxxx Xxxxx
---------------------------
TITLE CEO
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