Exhbit 10.6.2
EXECUTION COPY
MASTER ASSIGNMENT AND ACCEPTANCE
Reference is made to (A) the Credit Agreement dated as of January 11, 2000,
(the "Original Credit Agreement"), among Kansas City Southern ("Holdings"), The
Kansas City Southern Railway Company (the "Borrower"), the Lenders from time to
time party thereto and JPMorgan Chase Bank, as Administrative Agent, Collateral
Agent, Issuing Bank and Swingline Lender, (B) the Original Credit Agreement as
amended and restated as of the June 12, 2002, among Kansas City Southern, The
Kansas City Southern Railway Company, the Lenders from time to time party
thereto and JPMorgan Chase Bank (the "Restated Credit Agreement") and (C) the
Amendment and Restatement Agreement (the "Amendment Agreement") dated as of June
12, 2002, among Holdings, the Borrower, the Lenders party thereto and the
Administrative Agent. Capitalized terms used and not otherwise defined herein
have the meanings assigned to them in the Original Credit Agreement and the
Restated Credit Agreement.
All Lenders executing this Master Assignment and Acceptance that hold
Tranche B Term Loans under the Original Credit Agreement, and all financial
institutions that will hold Tranche B Term Loans under the Restated Credit
Agreement, agree as follows:
SECTION 1. "Interest" means all interests in a Party's rights and
obligations under the Restated Credit Agreement with respect to the Tranche B
credit facilities contained therein, including, without limitation, the Term
Loans that are outstanding on the Master Assignment Date.
"New Lender" means any Party that shall not have been a Lender holding
Tranche B Term Loans under the Original Credit Agreement.
"Party" means any party to this Master Assignment and Acceptance other than
Holdings or the Borrower.
SECTION 2. Effective as of the Master Assignment Date set forth below, and
after giving effect to the prepayments required under Section 3 of the Amendment
Agreement, each Party hereby purchases and assumes and/or sells and assigns its
rights and obligations under the Restated Credit Agreement such that such Party
will hold an Interest, after giving effect to the transactions provided for in
this Master Assignment and Acceptance, in the amount specified on such Party's
signature page to this Master Assignment and Acceptance. To the extent that a
Party's Interest is greater following the execution of this Master Assignment
and Acceptance than it was prior to the execution of this Master Assignment and
Acceptance (an "Increasing Lender"), such Increasing Lender will be deemed to
have purchased and assumed the increase in such Lender's Interest from all
Parties whose Interests have decreased as a result of the transactions provided
for in this Master Assignment and Acceptance ("Decreasing Lenders") ratably in
accordance with the Interests transferred by such Decreasing Lenders. Each
Decreasing Lender shall be deemed to have sold and assigned an amount equal to
the decrease in its Interest to the Increasing Lenders ratably in accordance
with the Interests acquired by such Increasing Lenders. Each Party represents
and warrants that it is the legal and beneficial owner of any interests being
assigned by it hereunder and that such interests are free and clear of any
Liens. Each New Lender hereby acknowledges receipt of a copy of the Restated
Credit Agreement. From and after the Master Assignment Date (i) each New Lender
shall be a party to and be bound by the provisions of the Restated Credit
Agreement and, to the extent of the interests held by it after giving effect to
the transactions provided for in this Master Assignment and Acceptance, have the
rights and obligations of a Lender thereunder and (ii) each Party shall, to the
extent of the interests assigned by it pursuant to this Master Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Restated Credit Agreement.
SECTION 3. On the Master Assignment Date, subject to the terms and
conditions set forth herein, (i) each Increasing Lender purchasing and assuming
Interests pursuant to Section 2 above shall pay an amount equal to the
difference between such Lender's Interest after giving effect to the
transactions provided for in this Master Assignment and Acceptance and such
Lender's Interest prior to such transactions by wire transfer of immediately
available funds to the Administrative Agent not later than 12:00 Noon (New York
City time) and (ii) the Administrative Agent shall promptly pay to each
Decreasing Lender selling and assigning Interests pursuant to Section 2 above,
out of the amounts received by the Administrative Agent pursuant to clause (i)
of this Section, an amount equal to the difference between such Lender's
Interest before giving effect to the transactions provided for in this Master
Assignment and Acceptance and such Lender's Interest after giving effect to such
transactions by wire transfer of immediately available funds to the account
designated by such Decreasing Lender to the Administrative Agent; provided,
however that the execution, delivery or effectiveness of this Master Assignment
and Acceptance shall not affect the Borrower's obligations accrued in respect of
any principal, interest, fees or other amounts under the Original Credit
Agreement or discharge or release the Lien or priority of any pledge agreement
or any other security therefor.
SECTION 4. (a) This Master Assignment and Acceptance is being delivered to
the Administrative Agent together with (i) to the extent required for each New
Lender, any documentation required to be delivered by such New Lender pursuant
to Section 2.17(e) of the Original Credit Agreement, and (ii) for each New
Lender, an Administrative Questionnaire in the form provided by the
Administrative Agent.
(b) All New Lenders will be deemed to have agreed and become party to the
Amendment Agreement.
SECTION 5. This Master Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.
Date of Assignment: June 12, 2002
Effective Date, of Assignment ("Master Assignment Date"): June 12, 2002
IN WITNESS WHEREOF, the parties hereto have caused this Master Assignment
and Acceptance to be executed as of the date first above written by their
respective duly authorized officers.
KANSAS CITY SOUTHERN
by /s/ Robert H. Berry
---------------------------------------
Name: Robert H. Berry
Title: Senior Vice President & CFO
THE KANSAS CITY SOUTHERN
RAILWAY COMPANY
by /s/ Robert H. Berry
---------------------------------------
Name: Robert H. Berry
Title: Senior Vice President & CFO
JPMORGAN CHASE BANK, as
Administrative Agent, Collateral Agent,
Issuing Bank, Swingline Lender and
Assignor,
by /s/ Julie S. Long
----------------------------------------
Name: Julie S. Long
Title: Vice President
Signature Page to Kansas City Southern
Master Assignment and Acceptance
dated as of June 12, 2002
[_] New or Ongoing Lender*
Principal amount of assumed and assigned Interest after giving effect to all
assignments under this Master Assignment and Acceptance: $_____________________
[_] Departing Lender**
Principal amount of assumed and assigned Interest after giving effect to all
assignments under this Master Assignment and Acceptance: $0.00.
Name of Institution:
___________________________________
by ___________________________________
Name:
Title:
____________________________________
* All new and ongoing Tranche B Lenders should check the top box, fill in the
amounts of their allocations and sign this page.
** Departing Tranche B Lenders should check the lower box and sign this page.