ContractAssignment and Amendment Agreement • October 3rd, 2011 • Kansas City Southern • Railroads, line-haul operating
ASSIGNMENT AND AMENDMENT AGREEMENT dated September 30, 2011 (this “Assignment and 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”), 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
AMENDED AND RESTATED SUBSIDIARY GUARANTYSubsidiary Guaranty • October 3rd, 2011 • Kansas City Southern • 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”).
