THE KANSAS CITY SOUTHERN RAILWAY COMPANY $450,000,000 4.30% Senior Notes Due 2043 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2013 • Kansas City Southern • Railroads, line-haul operating • New York
The Kansas City Southern Railway Company, a Missouri Corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. LLC (the “Initial Purchasers”), $450,000,000 in aggregate principal amount of its 4.30% Senior Notes Due 2043 (the “Notes”), upon the terms set forth in the Purchase Agreement between the Company, the Guarantors (as defined below) and the Initial Purchasers dated April 24, 2013 (the “Purchase Agreement”) relating to the initial purchase (the “Initial Purchase”) of the Notes. Pursuant to the Indenture (as herein defined), the Notes will be guaranteed (the “Guarantees” and, together with the Notes, the “Securities”), jointly and severally, on a senior unsecured basis by the entities listed on Schedule A hereto (the “Guarantors”). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Company agrees
KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V.Purchase Agreement • April 29th, 2013 • Kansas City Southern • Railroads, line-haul operating • New York
The 2020 Notes will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “2020 Indenture”), between the Company and U.S. Bank National Association, as trustee (the “2020 Trustee”). The 2023 Notes will be issued pursuant to an indenture, to be dated as of the Closing Date (the “2023 Indenture” and, together with the 2020 Indenture, the “Indentures” and each, an “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “2023 Trustee” and, together with the 2020 Trustee, the “Trustee”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”).
The Kansas City Southern Railway Company, as Issuer, each of the Guarantors party hereto and U.S. Bank National Association, as Trustee, Transfer Agent, Principal Paying Agent and Registrar Indenture Dated as of April 29, 2013 4.30% Senior Notes due 2043Indenture • April 29th, 2013 • Kansas City Southern • 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.
THE KANSAS CITY SOUTHERN RAILWAY COMPANYPurchase Agreement • April 29th, 2013 • Kansas City Southern • Railroads, line-haul operating • New York
The Notes will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). Pursuant to the Indenture, the Notes will be guaranteed (the “Guarantees” and, together with the Notes, the “Securities”), jointly and severally, on a senior unsecured, unconditional basis by the entities listed on Schedule B hereto (the “Guarantors”).
