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
KANSAS CITY SOUTHERN de MÉXICO, S.A. de C.V. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 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 issue and sell to J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. LLC as representatives of the several initial purchasers named in Schedule A to the Purchase Agreement (as defined below) (the “Initial Purchasers”), U.S.$250,000,000 in aggregate principal amount of its Floating Rate Senior Notes Due 2016 (the “Notes”), upon the terms set forth in the Purchase Agreement between the Company and the Initial Purchasers dated October 24, 2013 (the “Purchase Agreement”), relating to the initial purchase (the “Initial Purchase”) of the Notes. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Not
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 October 29, 2013 Floating Rate Senior Notes due 2016Indenture • October 30th, 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.
