Mexican Railway Transportation Group Sample Contracts

ARTICLE I.
First Supplemental Indenture • June 30th, 2003 • Mexican Railway Transportation Group • Railroads, line-haul operating • New York
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ARTICLE I.
Supplemental Indenture • June 30th, 2003 • Mexican Railway Transportation Group • Railroads, line-haul operating • New York
W I T N E S S E T H:
Credit Agreement • June 30th, 2003 • Mexican Railway Transportation Group • Railroads, line-haul operating • New York
W I T N E S S E T H:
Credit Agreement • June 30th, 2003 • Mexican Railway Transportation Group • Railroads, line-haul operating • New York
AMENDED AND RESTATED ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, KCS INVESTMENT I, LTD., a Delaware corporation KCS ACQUISITION SUBSIDIARY, INC., a Delaware corporation...
Acquisition Agreement • July 15th, 2005 • Mexican Railway Transportation Group • Railroads, line-haul operating • Delaware

AMENDED AND RESTATED ACQUISITION AGREEMENT, dated as of December 15, 2004 (this “Agreement”), by and among KANSAS CITY SOUTHERN, a Delaware corporation (“KCS”), KARA Sub, Inc., a Delaware corporation (“KARA Sub”), KCS Investment I, Ltd., a Delaware corporation (“KCS Investment”), KCS Acquisition Subsidiary, Inc., a Delaware corporation (“KCS Sub”), Caymex Transportation, Inc., a Delaware corporation (“Caymex”), KARA Sub, KCS Investment, KCS Sub and Caymex being subsidiaries of KCS, GRUPO TMM, S.A., a sociedad anónima organized under the laws of the United Mexican States (“UMS”) (“TMM”), TMM HOLDINGS, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the UMS and a subsidiary of TMM (“TMMH”), TMM MULTIMODAL, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the UMS (“MM”) and a subsidiary of TMMH and Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the

FIRST WAIVER AND AMENDMENT TO THE CREDIT AGREEMENT
Credit Agreement • July 15th, 2005 • Mexican Railway Transportation Group • Railroads, line-haul operating • New York

FIRST WAIVER, dated as of April 18, 2005 (the “Waiver and Amendment”), under the Amended and Restated Credit Agreement, dated as of June 24, 2004, (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TFM, S.A. DE C.V., a corporation with variable capital (sociedad anonima de capital variable) organized under the laws of the United Mexican States, (the “Borrower”), the several Banks parties thereto, and JPMorgan Chase Bank, N.A. (f/k/a JPMorgan Chase Bank), as Administrative Agent.

STOCK PURCHASE AGREEMENT BY AND AMONG
Stock Purchase Agreement • July 15th, 2005 • Mexican Railway Transportation Group • Railroads, line-haul operating • Delaware

NOW, THEREFORE, in consideration of the above recitals and the representations, warranties and covenants contained in this Agreement, the parties, intending to be legally bound, agree as follows:

RECITALS
Management Services Agreement • June 30th, 2003 • Mexican Railway Transportation Group • Railroads, line-haul operating
AGREEMENT entered into by: THE FEDERAL GOVERNMENT OF THE UNITED MEXICAN STATES GRUPO TRANSPORTACION FERROVIARIA MEXlCANA, S A DE C V TRANSPORTACION MARITIMA MEXICANA, S A DE C V KANSAS CITY SOUTHERN INDUSTRIES, INC. June 9, 1997
Transportation Agreement • July 15th, 2005 • Mexican Railway Transportation Group • Railroads, line-haul operating

Securities Commission, or by selling said shares directly to TFM Group, pursuant to the terms established in that Purchase Agreement (hereinafter the shares representing TFM’s capital stock referred to in this Recital shall be called “Shares of the Second Block”)

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