Exhibit 10.1
EXECUTION VERSION
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AMENDMENT No. 1 and WAIVER No. 1
to
CREDIT AGREEMENT
dated as of December 19, 2007
among
KANSAS CITY SOUTHERN DE MEXICO, S.A. DE C.V.,
as Borrower,
ARRENDADORA KCSM, S. DE R.L. DE C.V.,
as Guarantor,
CERTAIN LENDERS,
and
BANK OF AMERICA, N.A.,
as Administrative Agent
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THIS AMENDMENT No. 1 AND WAIVER NO. 1 TO CREDIT
AGREEMENT,
dated as of
December 19, 2007 (this "Amendment"), is entered into among 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"),
ARRENDADORA KCSM,
S. DE R.L. DE C.V.,
a corporation with variable capital
(sociedad de responsabilidad limitada de capital variable)
organized under
the
laws of Mexico (the "Guarantor"), each of the lenders that is a
signatory hereto
under the caption
"LENDERS" on the signature pages hereto and each other Person
that becomes a "Lender" after the date hereof pursuant to Section
11.8(b) of the
Credit Agreement, and BANK OF AMERICA, N.A., as the administrative
agent for the
Lenders (in such capacity, together with its successors in such capacity,
the
"Administrative Agent").
RECITALS
WHEREAS, the Borrower,
the Guarantor,
the Lenders and the
Administrative
Agent have entered
into the Credit
Agreement,
dated as of June 14,
2007 (the
"Credit Agreement");
WHEREAS, the parties
hereto desire to amend the Credit
Agreement as set
forth below, in accordance with Section 11.3 of the Credit
Agreement, subject to
the conditions set forth herein; and
WHEREAS, the parties
hereto desire to waive certain
obligations
of the
Borrower under the Credit Agreement, subject to the conditions set
forth herein,
NOW
THEREFORE,
for good and valuable consideration, the receipt and
sufficiency of which
are hereby
acknowledged,
the parties hereto agree as
follows:
SECTION 1. CERTAIN DEFINED TERMS. Capitalized terms used but not
otherwise
defined herein shall have the meanings ascribed to them in the
Credit Agreement.
SECTION 2. AMENDMENTS.
(a) Section 1.1 of the
Credit Agreement is amended
by replacing the current definition of "Capital Expenditures" with
the following
definition:
"`Capital
Expenditures' shall
mean, with respect to
any Person, for
any
period, the sum of, without duplication, (a) all expenditures made by
such
Person during such period for equipment, fixed assets, real property or
improvements, or for
replacements or
substitutions therefor
or additions
thereto, that have been or should be, in accordance with GAAP,
reflected as
additions to property, plant or equipment in the consolidated
statements of
cash
flows of such Person for such period plus (b) the aggregate
amount of
all
Capitalized Lease Obligations assumed or incurred by such Person
during
such
period minus (c) the aggregate amount of Indebtedness incurred during
such
period to finance the
acquisition of New
Equipment (excluding any
Indebtedness incurred
during such period to
refinance such New Equipment,
other than Tranche A Indebtedness incurred to acquire such New
Equipment)."
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(b)
Section 7.8(d) of the
Credit Agreement
is amended by
replacing the
reference to "90 days" in the third line thereof with a reference
to "120 days."
(c)
Section 7.9(i) of the Credit Agreement is amended by deleting the
first
existing proviso in its entirety and substituting the following
therefor:
"provided that the amount of any such Indebtedness incurred in any
calendar
year
shall not exceed the amount set forth below opposite such calendar
year:
2007
US$95,000,000
2008
US$140,000,000
2009
