Preview | Equipment Lease Agreement |

CERTAIN OF THE RIGHT, TITLE AND INTEREST OF LESSOR IN AND TO THIS LEASE, THE EQUIPMENT COVERED HEREBY AND THE RENT DUE AND TO BECOME DUE HEREUNDER HAVE BEEN ASSIGNED AS COLLATERAL SECURITY TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS INDENTURE TRUSTEE UNDER A TRUST INDENTURE AND SECURITY AGREEMENT (KCSR 2005-1), DATED AS OF DECEMBER 20, 2005 BETWEEN SAID INDENTURE TRUSTEE, AS SECURED PARTY, AND LESSOR, AS DEBTOR. INFORMATION CONCERNING SUCH SECURITY INTEREST MAY BE OBTAINED FROM INDENTURE TRUSTEE AT ITS ADDRESS SET FORTH IN SECTION 20 OF THIS LEASE. THIS LEASE AGREEMENT HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS, ONLY THAT COUNTERPART TO BE DEEMED THE ORIGINAL COUNTERPART FOR CHATTEL PAPER PURPOSES CONTAINS THE RECEIPT THEREFOR EXECUTED BY WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS INDENTURE TRUSTEE, ON THE SIGNATURE PAGE THEREOF. SEE SECTION 26.2 FOR INFORMATION CONCERNING THE RIGHTS OF THE ORIGINAL HOLDER AND THE HOLDERS OF THE VARIOUS COUNTERPARTS HEREOF.

Memorandum of Equipment Lease Agreement (KCSR 2005-1) filed with the Surface Transportation Board pursuant to 49 U.S.C. 11301 on December 21, 2005 at 3:24PM., Recordation Number 26046, and deposited in the Office of the Registrar General of Canada pursuant to Section 105 of the Canada Transportation Act on December 21, 2005.

TABLE OF CONTENTS


SECTION	HEADING	PAGE
Parties			1

SECTION 1.	DEFINITIONS.		1

SECTION 2.	ACCEPTANCE AND LEASING OF EQUIPMENT		1

SECTION 3.	TERM AND RENT		1

Section 3.1.	Lease Term		1
Section 3.2.	Basic Rent		2
Section 3.3.	Supplemental Rent		3
Section 3.4.	Adjustment of Rent		4
Section 3.5.	Manner of Payments		4

SECTION 4.	OWNERSHIP AND MARKING OF EQUIPMENT		5

Section 4.1.	Retention of Title		5
Section 4.2.	Duty to Number and Mark Equipment		5
Section 4.3.	Prohibition against Certain Designations		5

SECTION 5.	DISCLAIMER OF WARRANTIES; RIGHT OF QUIET ENJOYMENT		5

Section 5.1.	Disclaimer of Warranties		5
Section 5.2.	Quiet Enjoyment		6

SECTION 6.	RETURN OF EQUIPMENT; STORAGE		6

Section 6.1.	General		6
Section 6.2.	Condition of Equipment		7
Section 6.3.	Storage		7

SECTION 7.	LIENS		8

SECTION 8.	MAINTENANCE; OPERATION; SUBLEASE		8

Section 8.1.	Maintenance		8
Section 8.2.	Operation		9
Section 8.3.	Sublease		9

SECTION 9.	MODIFICATIONS		10

Section 9.1.	Required Modifications		10
Section 9.2.	Optional Modifications		10
Section 9.3.	Removal of Proprietary and Communications Equipment		11
Section 9.4.	Retention of Equipment by Lessor		11



Equipment Lease Agreement (KCSR 2005-1)


SECTION	HEADING	PAGE
SECTION 10.	VOLUNTARY TERMINATION		11

Section 10.1.	Right of Termination		11
Section 10.2.	Sale of Equipment		12
Section 10.3.	Retention of Equipment by Lessor		12
Section 10.4.	Termination of Lease		13

SECTION 11.	LOSS, DESTRUCTION, REQUISITION, ETC.		13

Section 11.1.	Event of Loss		13
Section 11.2.	Replacement or Payment upon Event of Loss		13
Section 11.3.	Rent Termination		15
Section 11.4.	Disposition of Equipment; Replacement of Unit		15
Section 11.5.	Eminent Domain		16

SECTION 12.	INSURANCE		16

Section 12.1.	Property Damage and Public Liability Insurance		16
Section 12.2.	Proceeds of Insurance		17
Section 12.3.	Additional Insurance		18

SECTION 13.	REPORTS; INSPECTION		18

Section 13.1.	Duty of Lessee to Furnish		18
Section 13.2.	Lessors Inspection Rights		18

SECTION 14.	EVENTS OF DEFAULT		19

SECTION 15.	REMEDIES		20

Section 15.1.	Remedies		20
Section 15.2.	Cumulative Remedies		23
Section 15.3.	No Waiver		23
Section 15.4.	Lessees Duty to Return Equipment Upon Default		23
Section 15.5.	Specific Performance; Lessor Appointed Lessees Agent		23

SECTION 16.	FILINGS; FURTHER ASSURANCES		24

Section 16.1.	Filings		24
Section 16.2.	Further Assurances		24
Section 16.3.	Expenses		24

SECTION 17.	LESSORS RIGHT TO PERFORM		24

SECTION 18.	ASSIGNMENT		25

Section 18.1.	Assignment by Lessor		25
Section 18.2.	Assignment by Lessee		25
Section 18.3.	Sublessees Performance and Rights		25



Equipment Lease Agreement (KCSR 2005-1)		- ii -


SECTION	HEADING	PAGE
SECTION 19.	NET LEASE, ETC.		25

SECTION 20.	NOTICES		26

SECTION 21.	CONCERNING INDENTURE TRUSTEE		27

Section 21.1.	Limitation of Indenture Trustees Liabilities		27
Section 21.2.	Right, Title and Interest of Indenture Trustee under Lease		28

SECTION 22.	TERMINATION UPON PURCHASE BY LESSEE; OPTIONS TO RENEW		28

Section 22.1.	Termination upon Purchase by Lessee		28
Section 22.2.	Renewal Option at Expiration of Basic Term		28
Section 22.3.	[Reserved]		28
Section 22.4.	Determination of Fair Market Rental Value		29
Section 22.5.	Stipulated Loss Value During Renewal Term		29

SECTION 23.	LESSEES OPTIONS TO PURCHASE EQUIPMENT; PURCHASE OF BENEFICIAL INTEREST		29

SECTION 24.	LIMITATION OF LESSORS LIABILITY		30

SECTION 25.	FILING IN MEXICO		31

SECTION 26.	MISCELLANEOUS		31

Section 26.1.	Governing Law; Severability		31
Section 26.2.	Execution in Counterparts		31
Section 26.3.	Headings and Table of Contents; Section References		31
Section 26.4.	Successors and Assigns		32
Section 26.5.	True Lease		32
Section 26.6.	Amendments and Waivers		32
Section 26.7.	Survival		32
Section 26.8.	Business Days		32
Section 26.9.	Directly or Indirectly		32
Section 26.10.	Incorporation by Reference		32
Section 26.11.	Entitlement to 1168 Benefits		32
Section 26.12.	Waiver of Jury Trial		33

ATTACHMENTS TO EQUIPMENT LEASE AGREEMENT:

Exhibit A Form of Lease Supplement

Appendix A Definitions



Equipment Lease Agreement (KCSR 2005-1)		- iii -

EQUIPMENT LEASE AGREEMENT
(KCSR 2005-1)

This EQUIPMENT LEASE AGREEMENT (KCSR 2005-1), dated as of December 20, 2005 (this Lease), between KCSR TRUST 2005-1, a Delaware statutory trust (Lessor), acting through WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as expressly stated herein, but solely as trustee created under the Trust Agreement (as hereinafter defined) (in its individual capacity Trust Company and as Owner Trustee, together with its permitted successors and assigns, called the Owner Trustee), and THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation (Lessee),

End of Preview

Home Intelligence Services Subscriptions News About Us