Common use of When Company May Merge, Etc Clause in Contracts

When Company May Merge, Etc. The Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, could incur at least U.S.$1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iii) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (iv) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United States; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will shall not consolidate with, with or merge with or into, or sell, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company Person, unless: (i) the Company shall be the continuing Personresulting, surviving or the transferee Person (if other than the "Successor Company") formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation Person organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America America, any state thereof or any jurisdiction the District of either such country Columbia and the Successor Company (if not the Company) shall expressly assume, by a an indenture supplemental indentureto this Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company on all of under the Notes Securities and under this Indenture; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been incurred by such Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving pro forma effect to such transaction, as if such transaction on a pro forma basishad occurred at the beginning of the applicable four-quarter period, the Company, or any Person becoming the successor obligor of the Notes, could Successor Company would be permitted to incur at least U.S.$1.00 $1.00 of additional Indebtedness under the first paragraph of Section 4.03; provided that this clause (iii) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed pursuant to the stockholders of the CompanyConsolidated Coverage Ratio test set forth in Section 3.8(a); and (iv) the Company delivers shall have delivered to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies (if any) comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United States; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsIndenture.

When Company May Merge, Etc. The Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada)Mexico, the United States of America or any jurisdiction of either such country and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, could incur at least U.S.$1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iiiiv) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (ivv) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (A) clauses (iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United StatesStates and (B) only clause (i) shall apply for a merger of the Company and Grupo TFM; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or America, the United Kingdom or, in each case, any jurisdiction of either such country thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, Company or any Person becoming the successor obligor of the Notes, as the case may be, (A) could incur at least U.S.$1.00 Incur $1.00 of Indebtedness under the first paragraph of Section 4.03; provided 4.03 or (B) would have a Consolidated Leverage Ratio that this clause (iii) shall not apply is positive, but equal to a consolidation or merger lower than the Consolidated Leverage Ratio of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any immediately prior to such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Companytransaction; and (iv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction state of incorporation of the Company or to incorporate the Company under the laws of a state of the United StatesCompany; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; that this clause (iii) shall only apply to a sale of substantially all, but less than all, of the assets of the Company; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could incur Incur at least U.S.$1.00 $1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iiiiv) shall not apply to (x) a consolidation consolidation, merger or merger sale of all (but not less than all) of the assets of the Company with if all Liens and Indebtedness of the Company or into a Wholly Owned any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiary with a positive net worth; provided thatSubsidiaries outstanding immediately after such transaction would, in connection with any if Incurred at such consolidation or mergertime, no consideration have been permitted to be Incurred (and all such Liens and Indebtedness, other than Common Stock in Liens and Indebtedness of the surviving Person or Company and its Restricted Subsidiaries outstanding immediately prior to the Company) transaction, shall be issued deemed to have been Incurred) for all purposes of this Indenture or distributed to the stockholders (y) a consolidation, merger or sale of all or substantially all of the Companyassets of the Company if immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Leverage Ratio equal to or less than the Consolidated Leverage Ratio of the Company immediately prior to such transaction; and (ivv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (iii)) and (iv) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause clauses (iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction state of incorporation of the Company or to incorporate the Company under the laws of a state of the United StatesCompany; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could incur Incur at least U.S.$1.00 $1.00 of Indebtedness under the first paragraph of Section 4.034.03(a); provided that this clause (iiiiv) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation merger or mergerconsolidation, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (ivv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause clauses (iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction state of incorporation of the Company or to incorporate the Company under the laws of a state of the United StatesCompany; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will not shall not, in a single transaction or a series of related transactions, consolidate with, with or merge with or into, or sell, conveyassign, transfer, lease lease, convey or otherwise dispose of all or substantially all of its property and the Company's assets (as an entirety or substantially an entirety in one transaction or determined on a series of related transactions) to, any consolidated basis for the Company to another Person or permit any Person to merge with or into the Company unless: adopt a plan of liquidation unless (i) either (1) the Company shall be is the continuing Person, Surviving Person or (2) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that acquired acquires by conveyance, transfer or leased such property lease the properties and assets of the Company substantially as an entirety or, in the case of a plan of liquidation, the Person to which assets of the Company have been transferred, shall be a corporation corporation, partnership, limited liability company or trust organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction State thereof or the District of either Columbia; (ii) such country and Surviving Person shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, assume all of the obligations of the Company on all of under the Notes and under this IndentureIndenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iiiii) immediately after giving effect to such transactiontransaction and the use of the proceeds therefrom (on a pro forma basis, including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with such transaction and the use of the proceeds therefrom), (1) no Default or Event of Default shall have occurred and be continuing; continuing and (iii2) immediately after giving effect either (x) such Surviving Person shall be able to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor incur $1.00 of the Notes, could incur at least U.S.$1.00 of additional Indebtedness under the first paragraph of Section 4.03; provided that 4.05 of this clause Indenture or (iiiy) shall not apply to a consolidation or merger the Leverage Ratio for such Surviving Person would be less than the Leverage Ratio of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any immediately prior to such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Companytransaction; and (iv) the Company delivers has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision Indenture and that all conditions precedent provided for herein in this Indenture relating to such transaction have been complied with; providedsatisfied. For purposes of the foregoing, howeverthe transfer (by lease, that clause (iii) above does not apply ifassignment, sale or otherwise, in the good faith determination a single transaction or series of related transactions) of all or substantially all of the Board properties and assets of Directors one or more Restricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties or assets of the Company, whose determination shall will be evidenced by a Board Resolutiondeemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), the principal purpose of such transaction is to change the jurisdiction of incorporation (1) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to incorporate the Company under and (2) the laws Company may merge with an Affiliate thereof organized solely for the purpose of a state of reorganizing the United States; and provided further that any such transaction shall not have as one of its purposes Company in another jurisdiction in the evasion of the foregoing limitationsU.S. to realize tax or other benefits.

When Company May Merge, Etc. (a) The Company will not shall not, in a single transaction or series of related transactions, consolidate with, or merge with or intointo any Person, or sell, conveyassign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its property and the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, to any Person or permit any Person to merge with or into the Company unless: (i) either (1) the Company shall be the surviving or continuing Person, corporation or (2) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired the Person which acquires by sale, assignment, transfer, lease, conveyance or leased such property other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction State thereof or the District of either such country Columbia and (y) shall expressly assume, by a supplemental indentureindenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all the due and punctual payment of the obligations of the Company principal of, and premium, if any, and interest on all of the Notes and under the performance of every covenant of the Notes, this IndentureIndenture and the Registration Rights Agreement on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the first paragraph of Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, could incur at least U.S.$1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iii) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (iv) the Company delivers or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) officers' certificate and an Opinion opinion of Counselcounsel, in each case stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies comply with the applicable provisions of this provision Indenture and that all conditions precedent provided for herein in this Indenture relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United States; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationssatisfied.

When Company May Merge, Etc. The Company will shall not --------------------------- consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or America, the United Kingdom or, in each case, any jurisdiction of either such country thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, Company or any Person becoming the successor obligor of the Notes, as the case may be, (A) could incur at least U.S.$1.00 Incur $1.00 of Indebtedness under the first paragraph of Section 4.03; provided 4.03 or (B) would have a Consolidated Leverage Ratio that this clause (iii) shall not apply is positive, but equal to a consolidation or merger lower than the Consolidated Leverage Ratio of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any immediately prior to such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Companytransaction; and (iv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction state of incorporation of the Company or to incorporate the Company under the laws of a state of the United StatesCompany; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will not shall not, in a single transaction or a series of related transactions, (i) consolidate with, with or merge with or intointo any other Person or permit any other Person to consolidate with or merge with or into the Company, or sell, convey(ii) directly or indirectly, transfer, sell, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) toassets, any Person or permit any Person to merge with or into the Company unless: (i1) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into in a transaction in which the Company is merged does not survive or that acquired or leased such property and assets of in which the Company shall be a corporation sells, leases or otherwise disposes of all or substantially all of its assets, the successor entity to the Company is organized and validly existing under (a) the laws of Mexico the United States or any State thereof or the District of Columbia, (includingb) the laws of the Republic of Liberia, without limitation, a sociedad responsabilidad limitada), (c) the laws of the Commonwealth of the Bahamas or (d) the laws of any other country recognized by the United States of America and which, in the case of any of (a), (b), (c) or any jurisdiction of either such country and (d), shall expressly assume, by a supplemental indenture, indenture executed and delivered to the Trustee in the form satisfactory to the Trustee, all of the Company's obligations of the Company on all of the Notes and under this IndentureIndenture and, if applicable, the Security Documents; (ii2) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or a Restricted Subsidiary as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) immediately after giving effect to such transaction, the Consolidated Net Worth of the Company (or other successor entity to the Company) and its Restricted Subsidiaries is equal to or greater than that of the Company and its Restricted Subsidiaries immediately prior to the transaction; (4) immediately after giving effect to such transaction on and treating any Indebtedness which becomes an obligation of the Company or a pro forma basisRestricted Subsidiary as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary at the time of the transaction, (A) unless and until the Termination and 75 84 Release shall have occurred, the Company (including any successor entity to the Company, or any Person becoming the successor obligor of the Notes, ) could incur at least U.S.$1.00 $1.00 of Indebtedness under additional indebtedness pursuant to the first paragraph provisions of Section 4.03; provided that this clause 4.03 and (iiiB) shall not apply following the occurrence of the Termination and Release, the Restricted Subsidiary could incur at least $1.00 of additional indebtedness pursuant to Section 5.03. (5) if, as a consolidation result of any such transaction, property or merger assets of the Company with would become subject to a Lien prohibited by the provisions of (x) Section 4.08 prior to the occurrence of the Termination and Release or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that(y) Section 5.02 following the occurrence of the Termination and Release, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person Company or the Company) shall be issued or distributed successor entity to the stockholders of Company shall have secured the CompanySecurities as required by Section 4.08 or Section 5.02, as the case may be; and (iv6) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)3) and clause (4) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United States; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. SECTION 6.02.

When Company May Merge, Etc. The Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; provided that this clause (iii) shall only apply to a sale of substantially all, but less than all, of the assets of the Company; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could incur Incur at least U.S.$1.00 $1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iiiiv) shall not apply to (x) a consolidation consolidation, merger or merger sale of all (but not less than all) of the assets of the Company with if all Liens and Indebtedness of the Company or into a Wholly Owned any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiary with a positive net worth; provided thatSubsidiaries outstanding immediately after such transaction would, in connection with any if Incurred at such consolidation or mergertime, no consideration have been permitted to be Incurred (and all such Liens and Indebtedness, other than Common Stock in Liens and Indebtedness of the surviving Person or Company and its Restricted Subsidiaries outstanding immediately prior to the Company) transaction, shall be issued deemed to have been Incurred) for all purposes of this Indenture or distributed to the stockholders (y) a consolidation, merger or sale of all or substantially all of the Companyassets of the Company if immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Leverage Ratio equal to or less than the Consolidated Leverage Ratio of the Company immediately prior to such transaction; and (ivv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (iii)) and (iv) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause clauses (iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction state of incorporation of the Company or to incorporate the Company under the laws of a state of the United StatesCompany; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could incur Incur at least U.S.$1.00 $1.00 of Indebtedness under the first paragraph of Section 4.03; provided provided, however, that this clause (iiiiv) shall not apply to a consolidation consolidation, merger or merger sale of all (but not less than all) of the assets of the Company with if all Liens and Indebtedness of the Company or into a Wholly Owned any Person becoming the successor obligor of the Notes, as the case may be, and its Restricted Subsidiary with a positive net worth; provided thatSubsidiaries outstanding immediately after such transaction would, in connection with any if Incurred at such consolidation or mergertime, no consideration have been permitted to be Incurred (and all such Liens and Indebtedness, other than Common Stock in Liens or Indebtedness of the surviving Person or Company and its Restricted Subsidiaries outstanding immediately prior to the Company) transaction, shall be issued or distributed deemed to the stockholders have been Incurred) for all purposes of the Companythis Indenture; and (ivv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (iii)) and (iv) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause clauses (iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction state of incorporation of the Company or to incorporate the Company under the laws of a state of the United States; Company, and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will shall not --------------------------- consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could incur Incur at least U.S.$1.00 $1.00 of Indebtedness under the first paragraph of Section 4.034.03(a); provided provided, however, that this clause (iiiiv) shall not apply to a consolidation or merger of the Company with or into (x) a Wholly Owned Restricted Subsidiary with a positive net worth; worth or (y) ITC Holding, provided that, that (A) in connection with any such consolidation merger or mergerconsolidation, no consideration (except Capital Stock (other than Common Stock Redeemable Stock) in the surviving Person or the CompanyCompany (or a Person that owns directly or indirectly all of the Capital Stock of the surviving Person or the Company immediately following such transaction)) shall be issued or distributed to the stockholders of the CompanyCompany and (B) in connection with a consolidation or merger with or into ITC Holding, all Liens and Indebtedness of ITC Holding and its Subsidiaries (other than the Company and its Restricted Subsidiaries) outstanding immediately prior to such transaction would, if Incurred at such time, have been permitted to be Incurred by the Company and its Restricted Subsidiaries for all purposes of this Indenture; and (ivv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (iii)) and (iv) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause clauses (iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction state of incorporation of the Company or to incorporate the Company under the laws of a state of the United StatesCompany; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, could incur at least U.S.$1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iii) shall not apply to a consolidation or merger of the Company with Grupo KCSM, or with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (iv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that (A) clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United States; and (B) only clause (i) shall apply to a merger of the Company and Grupo KCSM; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could incur Incur at least U.S.$1.00 $1.00 of Indebtedness under the first paragraph of Section 4.034.03(a); provided provided, however, that this clause (iiiiv) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; , provided that, that in connection with any such consolidation merger or mergerconsolidation, no consideration (except Capital Stock (other than Common Stock Redeemable Stock) in the surviving Person or the CompanyCompany (or a Person that owns directly or indirectly all of the Capital Stock of the surviving Person or the Company immediately following such transaction)) shall be issued or distributed to the stockholders of the Company; and (ivv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (iii)) and (iv) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause clauses (iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction state of incorporation of the Company or to incorporate the Company under the laws of a state of the United States; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will shall not consolidate with, or merge with or into, exchange all of its common equity or sell, conveyassign, transfer, lease lease, convey or otherwise dispose of all or substantially 42 Doc#: US1:11364518v24 all of its property and or assets to, another person or persons (as an entirety or substantially an entirety including pursuant to a statutory arrangement), whether in one a single transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: unless (i) the Company shall be the continuing Personresulting, surviving or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation transferee‎person‎(if‎not‎the‎Company)‎(the‎“Successor”)‎is an entity organized and validly existing under the laws of Mexico the United States, any state thereof or the District of Columbia or the laws of Canada or any province or territory of Canada; (including, without limitation, a sociedad responsabilidad limitada)ii) if such person is organized and existing under the laws of Canada or any province or territory of Canada, the United States transaction will not result in the successor company being required to make any deduction or withholding on account of America or certain Canadian taxes from any jurisdiction payments in respect of either the Securities and the Company has obtained an Opinion of Counsel from tax counsel experienced in such country and shall expressly assume, matters to that effect; (iii) the Successor assumes by a supplemental indenture, executed and delivered to the Trustee, indenture all of the obligations of the Company on all of under the Notes Securities and under this Indenture; and (iiiv) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, could incur at least U.S.$1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iii) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (iv) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied withexist; provided, however, that clause (iii) above does the foregoing shall not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of prohibit the Company from consolidating with or to incorporate the Company merging with or into an entity that is organized and existing under the laws of a state foreign jurisdiction, provided (A) clauses (iii) and (iv) above are satisfied; (B) such entity has common shares or American‎Depositary‎Receipts‎representing‎such‎entity’s‎common‎shares (or securities equivalent thereto) listed on a U.S. national securities exchange or the TSX (or a successor thereto); (C) as a result of such consolidation or merger, the Securities become convertible solely into such common shares (or securities equivalent thereto) or American Depositary Receipts (excluding cash payments for fractional shares); (D) such common shares (or securities equivalent thereto) or American Depositary Receipts of such entity have an average daily trading volume value of at least five million dollars ($5,000,000) during the six (6) months immediately preceding‎the‎Company’s‎announcement‎of‎such‎consolidation‎or‎merger;‎(E)‎such‎entity‎has‎ consented‎to‎service‎of‎process‎in‎the‎United‎States;‎(F)‎immediately‎prior‎to‎the‎Company’s‎ announcement‎of‎such‎consolidation‎or‎merger,‎the‎Company’s‎market‎capitalization‎combined‎ with‎such‎entity’s‎market‎capitalization‎was‎at‎least‎one‎billion‎dollars‎($1,000,000,000)‎in‎the‎ aggregate; (G) there will be no material adverse tax consequences to record holders or beneficial owners of the United StatesSecurities, or of the underlying common shares, or American Depositary Receipts resulting from such consolidation or merger, and the Company has obtained and delivered to the Trustee an opinion of tax counsel experienced in such matters to that effect; and provided further (H) such entity agrees in a supplemental indenture that, in the event that any cash dividends on such common shares (or securities equivalent thereto) or American Depositary Receipts paid to U.S. Persons are subject to tax withholding, such entity will also pay, to such U.S. Persons, an amount in cash such that the net cash amount received by such Persons would be equal to the amount of cash such Persons would have received on account of such dividend if no such tax withholding applied. The Company shall deliver to the Trustee, at no cost to the Trustee, prior to the consummation‎of‎the‎proposed‎transaction‎an‎Officer’s‎Certificate‎to‎the‎foregoing‎effect‎and‎an‎ Opinion‎of‎Counsel‎(which‎may‎rely‎upon‎such‎Officer’s‎Certificate as to the absence of Defaults and Events of Default) stating that the proposed transaction shall not have as one of its purposes the evasion and such supplemental indenture will, upon consummation of the foregoing limitations.proposed transaction, comply with this Indenture and all conditions precedent to the execution of the supplemental indenture and the transaction have been satisfied. 43 Doc#: US1:11364518v24

When Company May Merge, Etc. (a) The Company will Company, in a single transaction or through a series of related transactions, shall not consolidate with, with or merge with or intointo any other person, or selltransfer (by lease, conveyassignment, transfer, lease sale or otherwise dispose of otherwise) all or substantially all of its property properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) either the Company shall be the continuing Personperson, or the Person person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired to which all or leased such property substantially all of the properties and assets of the Company are transferred (the Company or such other person hereinafter referred to as the "Surviving person") shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States States, any state thereof or the District of America or any jurisdiction of either such country Columbia, and if other than the Company shall expressly assume, by a supplemental indenture, executed and delivered to the Trusteean indenture supplement, all of the obligations of the Company on all of under the Notes and under this Indenture; (ii) immediately after and giving effect to such transactiontransaction and the assumption contemplated by clause (i) above and the incurrence or anticipated incurrence of any Indebtedness to be incurred in connection therewith, the Surviving person could incur at least $1.00 of Indebtedness pursuant to the first paragraph under Section 4.12; (iii) immediately before and immediately after and giving effect to such transaction and the assumption of the obligations as set forth in clause (i) above and the incurrence or anticipated incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, could incur at least U.S.$1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iii) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (iv) the Company delivers has delivered to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger merger, transfer or transfer adoption and such supplemental indenture complies comply with this provision Article Five, that the Surviving Person agrees to be bound hereby, and that all conditions precedent herein provided for herein (which, in the case of the opinion of counsel, may be limited to the condition specified in clause (i) of this Section 5.01(a)) relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United States; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationssatisfied.

When Company May Merge, Etc. The Company will shall not --------------------------- consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could incur Incur at least U.S.$1.00 $1.00 of Indebtedness under the first paragraph of Section 4.034.03(a); provided provided, however, that this clause (iiiiv) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; , provided that, that in connection with any such consolidation merger or mergerconsolidation, no consideration (except Capital Stock (other than Common Stock Redeemable Stock) in the surviving Person or the CompanyCompany (or a Person that owns directly or indirectly all of the Capital Stock of the surviving Person or the Company immediately following such transaction)) shall be issued or distributed to the stockholders of the Company; and (ivv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (iii)) and (iv) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause clauses (iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction state of incorporation of the Company or to incorporate the Company under the laws of a state of the United States; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could incur Incur at least U.S.$1.00 $1.00 of Indebtedness under the first paragraph of Section 4.034.03(a); provided PROVIDED that this clause (iiiiv) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided PROVIDED that, in connection with any such consolidation merger or mergerconsolidation, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (ivv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; providedPROVIDED, howeverHOWEVER, that clause clauses (iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction state of incorporation of the Company or to incorporate the Company under the laws of a state of the United StatesCompany; and provided further PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, could incur at least U.S.$1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iii) shall not apply to a consolidation or merger of the Company with Grupo KCSM, or with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (iv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that (A) clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United StatesStates and (B) only clause (i) shall apply for a merger of the Company and Grupo KCSM; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Notwithstanding anything contained herein to the contrary, the Company will not may consolidate with, merge with or intomerge with, or sell, conveyassign, transfer, lease lease, convey or otherwise dispose of all or substantially all of its property and assets to (as an entirety or substantially an entirety in one transaction or each a series of related transactions) to"transaction"), any Person or permit any Person to merge with or into the Company unless: another Person; provided (ii)(a) the Company shall be is the continuing Personsurviving entity, or (b) the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired to which such assets are sold, assigned, transferred, leased, conveyed or leased such property and assets of the Company shall be otherwise disposed is a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States or a state thereof or the District of America or any jurisdiction of either Columbia and such country and shall corporation expressly assume, assumes by a supplemental indenture, executed and delivered to the Trustee, indenture all of the obligations of the Company on all of under the Notes Securities and under this the Indenture; (ii) at the time of and immediately after giving effect to such transaction, no Default or Event of Default shall have has occurred and be is continuing; (iii) the Company or the surviving Person (if other than the Company) (A) will have Consolidated Net Worth (immediately after giving effect the transaction but prior to any purchase according to adjustments resulting from the transaction) greater than or equal to the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction on a after giving pro forma basis, effect thereto as if such transaction had occurred at the Company, or any Person becoming the successor obligor beginning of the Notesapplicable four-quarter period, could be permitted to incur at least U.S.$1.00 $1.00 of additional Indebtedness under the first paragraph of pursuant to Section 4.03; provided that this clause (iii) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; 6.12 and (iv) the Company delivers has delivered to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and Counsel that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation and thereafter all obligations of the Company or to incorporate (if the Company under is not the laws of a state of the United States; and provided further that any such transaction resulting, surviving or transferee Person) shall not have as one of its purposes the evasion of the foregoing limitationsterminate.

When Company May Merge, Etc. The Company will shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company (the "Surviving Person") shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, Company or any Person becoming the successor obligor of the Notes, could incur at least U.S.$1.00 of Indebtedness under Notes shall have a Consolidated Net Worth equal to or greater than the first paragraph of Section 4.03; provided that this clause (iii) shall not apply to a consolidation or merger Consolidated Net Worth of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any immediately prior to such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Companytransaction; and (iv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United States; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will shall not ---------------------------- consolidate with, with or merge with or into, or sell, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company Person, unless: (i) the Company shall be the continuing Personresulting, surviving or the transferee Person (if other than the "Successor Company") formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation Person organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America America, any state thereof or any jurisdiction the District of either such country Columbia and the Successor Company (if not the Company) shall expressly assume, by a an indenture supplemental indentureto this Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company on all of under the Notes Securities and under this Indenture; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been incurred by such Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving pro forma effect to such transaction, as if such transaction on a pro forma basishad occurred at the beginning of the applicable four-quarter period, the Company, or any Person becoming the successor obligor of the Notes, could Successor Company would be permitted to incur at least U.S.$1.00 $1.00 of additional Indebtedness under the first paragraph of Section 4.03; provided that this clause (iii) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed pursuant to the stockholders of the CompanyConsolidated Coverage Ratio test set forth in Section 3.8(a); and (iv) the Company delivers shall have delivered to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies (if any) comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United States; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsIndenture.

When Company May Merge, Etc. The Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada)Mexico, the United States of America or any jurisdiction of either such country and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, could incur at least U.S.$1.00 $1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iiiiv) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (ivv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (A) clauses (iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United StatesStates and (B) only clause (i) shall apply for a merger of the Company and Grupo TFM; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will shall not consolidate with, with or merge with or into, into or sell, assign, convey, transferlease, lease transfer or otherwise dispose of all or substantially all of its property properties and assets (as an entirety to any Person or substantially an entirety Persons in one a single transaction or through a series of related transactions) to, any Person or permit any Person to merge with or into the Company transactions unless: (ia) the Company shall be the continuing Person, Person or the Person (if other than the Company) formed by or surviving such consolidation or into merger or the Person to which such sale, assignment, conveyance, lease, transfer or other disposition is made (the Company is merged or that acquired or leased such property and assets of the Company "surviving entity") shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction State thereof or the District of either such country and Columbia; (b) the surviving entity shall expressly assume, by a supplemental indenture, indenture executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company on all of under the Notes Securities and under this Indenture; (iic) immediately before and immediately after giving effect to such transactiontransaction or series of transactions (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect to such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (iiid) the Company or the surviving entity (in the case of a merger or consolidation involving the Company or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of the Company's properties and assets) shall immediately after giving effect to such transaction or series of transactions (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions) have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions; (e) immediately after giving effect to such transaction on a pro forma basisor series of transactions, the Company, Company or the surviving entity (in the case of a merger or consolidation involving the Company or any Person becoming the successor obligor sale, assignment, conveyance, lease, transfer or other disposition of the Notes, could incur at least U.S.$1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iii) shall not apply to a consolidation all or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders substantially all of the Company's properties and assets) could incur $1.00 of Indebtedness pursuant to Section 4.7(e); and (ivf) the Company delivers or the surviving entity shall have delivered to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger merger, sale, assignment, conveyance, lease, transfer or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction or series of transactions, such supplemental indenture complies with this provision Section 5.1 and that all conditions precedent herein provided for herein relating to such the transaction or series of transactions have been complied with; provided, however, that clause satisfied. The foregoing limitations in clauses (iiib) above does and (f) of this Section shall not apply if, in the good faith determination to a merger of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation any Wholly Owned Restricted Subsidiary of the Company or into the Company. The foregoing provisions of this Section 5.1 relating to incorporate restrictions on mergers, consolidations and transfers of assets shall also apply to the Guarantor, provided that with respect to clause (b) the Company under shall be deemed to mean the laws of a state of the United States; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsGuarantor.

When Company May Merge, Etc. The Company will shall not --------------------------- consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, could incur at least U.S.$1.00 as the case may be, shall have a Consolidated Leverage Ratio not greater than the Consolidated Leverage Ratio of Indebtedness under the first paragraph of Section 4.03Company immediately prior to the transaction; provided that this clause (iiiiv) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, that in connection with any such consolidation merger or mergerconsolidation, no consideration (other than Common Capital Stock (other than Disqualified Stock) in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (ivv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (iii)) and (iv) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause clauses (iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction state of incorporation of the Company or to incorporate the Company under the laws of a state of the United StatesCompany; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could incur Incur at least U.S.$1.00 $1.00 of Indebtedness under the first paragraph of Section 4.034.03(a); provided that this clause (iiiiv) shall not apply to (x) a consolidation consolidation, merger or merger sale of all (but not less than all) of the assets of the Company with if all Liens and Indebtedness of the Company or into a Wholly Owned any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiary with a positive net worth; provided thatSubsidiaries outstanding immediately after such transaction would, in connection with any if Incurred at such consolidation or mergertime, no consideration have been permitted to be Incurred (and all such Liens and Indebtedness, other than Common Stock in Liens and Indebtedness of the surviving Person or Company and its Restricted Subsidiaries outstanding immediately prior to the Company) transaction, shall be issued deemed to have been Incurred) for all purposes of this Indenture or distributed to the stockholders (y) a consolidation, merger or sale of all or substantially all of the Companyassets of the Company if immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Leverage Ratio equal to or less than the Consolidated Leverage Ratio of the Company immediately prior to such transaction; and (ivv) the Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause clauses (iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the CompanyDirectors, whose determination shall be conclusive if evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction state or form of incorporation of the Company or to incorporate the Company under the laws of a state of the United StatesCompany; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. The Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada)Mexico, the United States of America or any jurisdiction of either such country and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, could incur at least U.S.$1.00 $1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iiiiv) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (ivv) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (A) clauses (iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United StatesStates and (B) only clause (i) shall apply for a merger of the Company and Grupo TFM; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. (a) The Company will Company, in a single transaction or through a series of related transactions, shall not consolidate with, with or merge with or intointo any other person, or selltransfer (by lease, conveyassignment, transfer, lease sale or otherwise dispose of otherwise) all or substantially all of its property properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: unless (i) either the Company shall be the continuing Person, or the Person (if other than the Company) formed -50- by such consolidation or into which the Company is merged or that acquired to which all or leased such property substantially all of the properties and assets of the Company are transferred (the Company or such other person hereinafter referred to as the "Surviving --------- person") shall be a solvent corporation organized and validly existing under the ------ laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States States, any state thereof or the District of America or any jurisdiction of either such country Columbia, and if other than the Company shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of under the Notes and under this Indenture; (ii) immediately after and giving effect to such transactiontransaction on a pro forma basis and the assumption contemplated by clause (i) above and the incurrence or anticipated incurrence of any Debt to be incurred in connection therewith, the Surviving person could incur at least $1.00 of Debt pursuant to the second paragraph of Section 4.12; (iii) immediately before and immediately after and giving effect to such transaction and the assumption of the obligations as set forth in clause (i) above and the incurrence or anticipated incurrence of any Debt to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; (iiiiv) immediately the Net Worth of the Surviving person on a pro forma basis after giving effect to such the transaction on a pro forma basis, is not less than the Company, or any Person becoming the successor obligor of the Notes, could incur at least U.S.$1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iii) shall not apply to a consolidation or merger Net Worth of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any immediately prior to such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; transaction and (ivv) the Company delivers Surviving person shall have delivered to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case officers' certificate stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies comply with this provision Article Five and that all conditions precedent herein provided for herein relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United States; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationssatisfied.

When Company May Merge, Etc. (a) The Company will Company, in a single transaction or through a series of related transactions, shall not consolidate with, with or merge with or intointo any other person, or selltransfer (by lease, conveyassignment, transfer, lease sale or otherwise dispose of otherwise) all or substantially all of its property properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: unless (i) either the Company shall be the continuing Personperson, or the Person person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired to which all or leased such property substantially all of the properties and assets of the Company are transferred (the Company or such other person hereinafter referred to as the "SURVIVING PERSON") shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States States, any state thereof or the District of America or any jurisdiction of either such country Columbia, and if other than the Company shall expressly assume, by a supplemental indenture, executed and delivered to the Trusteean indenture supplement, all of the obligations of the Company on all of under the Notes and under this Indenture; (ii) immediately after and giving effect to such transactiontransaction and the assumption contemplated by clause (i) above and the incurrence or anticipated incurrence of any Indebtedness to be incurred in connection therewith, the Surviving person could incur at least $1.00 of Indebtedness pursuant to the first paragraph of Section 4.12; (iii) immediately before and immediately after and giving effect to such transaction and the assumption of the obligations as set forth in clause (i) above and the incurrence or anticipated incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, could incur at least U.S.$1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iii) shall not apply to a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (iv) the Company delivers Surviving person shall have delivered to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case officers' certificate stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies comply with this provision Article Five and that all conditions precedent herein provided for herein relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of the Company or to incorporate the Company under the laws of a state of the United States; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationssatisfied.