SUBSIDIARY GUARANTYSubsidiary Guaranty • September 3rd, 2010 • Kansas City Southern • Railroads, line-haul operating
This SUBSIDIARY GUARANTY, dated as of August 30, 2010 (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 THE BANK OF NOVA SCOTIA, in its capacity as the Administrative Agent and each of the Secured Parties.
PARTNERSHIP INTEREST PLEDGE AGREEMENT among KANSAS CITY SOUTHERN DE MÉXICO, S. A. 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 capacity as...Partnership Interest Pledge Agreement • September 3rd, 2010 • Kansas City Southern • Railroads, line-haul operating
PARTNERSHIP INTEREST PLEDGE AGREEMENT (this “Agreement” ) dated August 30, 2010 entered into by and among Kansas City Southern de México, S. A. 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 Highstar Harbor Holdings México, S. de R.L. de C.V. (the “Company”), pursuant to the following Recitals, Representations and Clauses.
STOCK PLEDGE AGREEMENT among MTC PUERTA MÉXICO, S. DE R.L. DE C.V. AND HIGHSTAR HARBOR HOLDINGS MÉXICO, S. DE R.L. DE C.V. as Pledgors, and Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat in its capacity...Stock Pledge Agreement • September 3rd, 2010 • Kansas City Southern • Railroads, line-haul operating
STOCK PLEDGE AGREEMENT (this “Agreement” ) dated August 30, 2010 entered into by and among MTC Puerta México, S. de R.L. de C.V and Highstar Harbor Holdings México, S. de R.L. 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 Vamos a México, S.A. de C.V. (the “Company”), pursuant to the following Recitals, Representations and Clauses.
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • September 3rd, 2010 • Kansas City Southern • Railroads, line-haul operating
THIS INTERCOMPANY SUBORDINATION AGREEMENT, dated as of August 30, 2010 (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., 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 THE BANK OF NOVA SCOTIA (“Scotia Capital”), as administrative agent (together with its successors thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties.
ContractKansas City Southern • September 3rd, 2010 • Railroads, line-haul operating
PLEDGE WITHOUT TRANSFER OF POSSESSION AGREEMENT (Contrato de Prenda sin Transmisión de Posesión) dated August 30, 2010 (this “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 Mexico, 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”), and Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, 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 (in such capacity, the “Pledgee”), including their successors and assigns, pursuant to the following Recitals, Representations and Clauses:
