Third Amendment to that certain Asset Pledge Agreement dated January 10, 2013



 EXHIBIT 10.1 
 EXECUTION VERSION 
 THIRD AMENDMENT AGREEMENT to that certain Asset Pledge
Agreement dated January 10, 2013 (this “Amendment Agreement”) entered into by and among Kansas City Southern de México, S.A. de C.V. (“KCSM”), Arrendadora KCSM, S. de R.L. de C.V.
(“Arrendadora”), Highstar Harbor Holdings México, S. de R.L. de C.V. (“HHH”), MTC Puerta Mexico, S. de R.L. de C.V. (“MTC”), and Vamos a México, S.A. de C.V. (“VAM”
and together with KCSM, Arrendadora, HHH and MTC, the “Pledgors” and each a “Pledgor”), JPMorgan Chase Bank, N.A., as Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured
Parties as pledgee (hereinafter, together with its successors or assigns, the “Pledgee”, and together with the Pledgors the “Parties”) (capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Original Asset Pledge Agreement (as defined below)). 
 RECITALS 

WHEREAS, on August 30, 2010, KCSM, as borrower, entered into a Credit Agreement for the maximum principal amount of
US$100,000,000.00 (one hundred million dollars 00/100, currency of the United States of America) (the “Original Credit Agreement”), with various financial institutions and other persons from time to time parties thereto or that
subsequently became parties thereto (including their successors and assigns) as lenders, The Bank of Nova Scotia, as administrative agent, Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat
as Collateral Agent, and The Bank of Nova Scotia and Banc of America Securities LLC, as joint lead arrangers and joint bookrunners. 
 WHEREAS, on August 30, 2010, Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat and the Pledgors entered into a Pledge without
Transfer of Possession Agreement (Contrato de Prenda sin Transmisión de Posesión (the “Original Asset Pledge Agreement”), under which the Pledgors granted a first priority lien in favor of Scotiabank Inverlat,
S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, acting as pledgee, in respect of the Pledged Assets, to secure the due and punctual performance of the Obligations. A copy of the Original Asset Pledge
Agreement (without exhibits) is attached hereto as Exhibit “A”. 
 WHEREAS, on February 15,
2011, Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, acting as pledgee, and the Pledgors entered into an amendment agreement of the Original Asset Pledge Agreement, to the effect of
substituting Exhibit E of the Original Asset Pledge Agreement, (the “First Amendment to the Original Asset Pledge Agreement”). A copy of the First Amendment to the Original Asset Pledge Agreement (with exhibit A solely) is attached
hereto as Exhibit “B”. 
 WHEREAS, on September 30, 2011, KCSM, as borrower, entered into an
Amended and Restated Credit Agreement to amend and restate the Original Credit Agreement in its entirety, including but not limited to, increase the maximum principal amount to US$200,000,000.00 (two hundred million dollars 00/100, currency of the
United States of America) (the “First Amended  







 
and Restated Credit Agreement”), with various financial institutions and other persons from time to time parties thereto (including their successors and assigns) as lenders, JPMorgan
Chase Bank, N.A., as administrative agent and as collateral agent, JPMorgan Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, as joint lead arrangers and joint bookrunners, JPMorgan Securities LLC as Syndication
Agent, BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer as joint bookrunner and co-documentation agent and Bank of America N.A. as co-documentation agent. 

WHEREAS, on September 30, 2011, Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero
Scotiabank Inverlat, acting as substituted pledgee, the Pledgee, acting as substitute pledge and the Pledgors, as pledgors entered into an Assignment and Amendment Agreement (Contrato Modificatorio y de Cesión) to the Original Asset
Pledge Agreement (the “Assignment and Amendment Agreement” and the Original Asset Pledge Agreement as amended by the First Amendment to the Asset Pledge Agreement and the Assignment and Amendment Agreement, the “Asset
Pledge Agreement”), under which Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat assigned all its rights and obligations under the Asset Pledge Agreement in favor of the Pledgee,
and to amend certain terms and conditions of the Asset Pledge Agreement, resulting from the execution of the First Amended and Restated Credit Agreement. A copy of the Assignment and Amendment Agreement (without exhibits) is attached hereto as
Exhibit “C”. 
 WHEREAS, on November 29, 2012, KCSM, as borrower, various financial
institutions and other persons from time to time parties thereto or that subsequently become parties thereto (including their successors and assigns) as lenders, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan
Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, as joint lead arrangers and joint bookrunners, JPMorgan Securities LLC, as syndication agent and BBVA Bancomer, S.A., Institución de Banca Múltiple,
Grupo Financiero BBVA Bancomer and Bank of America, N.A., as co-documentation agents, entered into a Second Amended and Restated Credit Agreement to amend and restate the First Amended and Restated Credit Agreement in its entirety (the
“Second Amended and Restated Credit Agreement”, and Original Credit Agreement as amended and restated by the First Amended and Restated Credit Agreement and the Second Amended and Restated Credit Agreement, the “Credit
Agreement”). A copy of the Second Amended and Restated Credit Agreement (without exhibits) is attached hereto as Exhibit “D”. 
 WHEREAS, the Parties hereto are entering into this Amendment Agreement to modify several clauses of the Asset Pledge Agreement, in order to reflect certain terms of the Second Amendment and
Restated Credit Agreement. 
 REPRESENTATIONS 

 

	 	I.	Each of the Pledgors hereby represents and warrants that: 


  
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 (a) Arrendadora, HHH and MTC are each a limited liability company with variable capital
(sociedad de responsabilidad limitada de capital variable), and KCSM and VAM are each a corporation with variable capital (sociedad anónima de capital variable), duly organized and validly existing under the laws of the United
Mexican States (“Mexico”) and is in compliance of its corporate and any other obligations under the laws of the jurisdiction of its organization. 
 (b) It has the corporate power and authority to enter into this Amendment Agreement and has obtained all required corporate authorizations and approvals to perform its obligations in the terms provided
hereunder. 
 (c) Its attorney-in-fact is duly authorized to enter into this Amendment Agreement, which authority has not been
revoked or modified in any manner whatsoever. 
 (d) The execution and performance of this Amendment Agreement and the granting
of the pledge under the Asset Pledge Agreement do not violate its by-laws or any other documents or any law, regulation, judgment or order applicable to it or any contract, agreement, deed or other instrument to which it is a party or to which its
rights and properties are subject or result in the creation or imposition of any lien, claim or rights of third parties upon or with respect to any such properties, other than the pledge under the Asset Pledge Agreement. 

(e) It is the legal and beneficial owner, free of any lien, encumbrances or ownership limitations (except for the pledge and security
interest created under the Asset Pledge Agreement) of the Pledged Assets. 
 (f) It is willing to enter into this Amendment
Agreement in order to amend several clauses of the Asset Pledge Agreement, in order to reflect certain terms of the Second Amended and Restated Credit Agreement. 
 (g) Other than as described herein, the execution of this Amendment Agreement does not affect the first priority security interest in the Pledged Assets granted under the Asset Pledge Agreement to secure
the due and prompt satisfaction of any and all of the Obligations and all the necessary actions to perfect and protect such security interest have been taken. 
 (h) Except as expressly stated herein, no consent of any other person and no authorization, permit, approval or other action by, and no notice to or filing with, any governmental authority or regulatory
body is required (i) for the Pledgors to execute this Amendment Agreement and to maintain the pledge by the Pledgors of the Pledged Assets pursuant to the Asset Pledge Agreement or for the execution or performance of this Amendment Agreement by
the Pledgors, (ii) for the perfection or maintenance of the pledge on the Pledged Assets created under the Asset Pledge Agreement (including the first priority nature of such pledge) or (iii) to exercise the remedies in respect of the
Pledged Assets pursuant to the Asset Pledge Agreement. 

  
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 (i) By executing this Amendment Agreement, it expressly recognizes the existence of the
Secured Parties and the legal capacity of the Pledgee to act as Collateral Agent on behalf and for the benefit of Secured Parties in the execution of this Amendment Agreement and under the Asset Pledge Agreement, and the legal capacity and authority
of its respective representatives to execute this Amendment Agreement. 
  

	 	II.	The Pledgee hereby represents and warrants that: 

 (a) It is a national association legally organized and validly existing under the laws of the United States of America, acting on behalf and for the benefit of the Secured Parties, as Collateral Agent
pursuant to the terms of the Credit Agreement. 
 (b) Its representative is duly authorized to enter into this Amendment
Agreement, which authority has not been revoked or modified in any manner whatsoever. 
 NOW, THEREFORE the Parties have agreed
to the following: 
 CLAUSES 
 FIRST. Amendments to the Asset Pledge Agreement. 
 Effective as of
the date hereof, the Parties hereby agree to amend certain clauses of the Partnership Interest Pledge Agreement, as described below: 
 (a) Clause Fifth, first paragraph, is hereby amended to read as follows: 

Clause Fifth. Covenants. 
 During the effectiveness of this Agreement, each Pledgor shall: 
 (b) Clause
Seventh, section (a), is hereby amended to read as follows: 
 Clause Seventh. Continuing Pledge; Term.
(a) The pledge without transfer of possession granted hereunder shall be in effect and may not be cancelled or reduced prior to the Termination Date, except, as to any specific Pledged Assets, to the extent a Disposition of such
Pledged Assets is permitted by the Loan Documents and is consented by the Pledgee. 
 Notwithstanding the foregoing, the pledge
created hereunder shall be terminated, released and discharged, prior to the Termination Date (as defined in the Credit Agreement), pursuant to Section 9.12 of the Credit Agreement.” 

(c) Clause Sixteenth, is hereby amended to read as follows: 

  
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 Clause Sixteenth. Release of Pledge. (i) Promptly after the occurrence of the
Termination Date, or (ii) as soon as reasonably practicable after the receipt by the Pledgee of a written notice from the Borrower stating that an Investment Grade Period (as defined in the Credit Agreement) has commenced and provided that no
Event of Default (as defined in the Credit Agreement) shall have occurred and be continuing, the Pledgee agrees to execute any documents that are necessary in order to release the pledge created hereunder, at the cost and expense of the Pledgors.
The Pledgee shall not be required to make any representations or warranties in any such release documents. 
 SECOND.
Registration of this Amendment Agreement. 
 (a) The Pledgors hereby agree to: 

(1) formalize this agreement before a Notary Public in Mexico on the date hereof; 

(2) file for registration, within fifteen (15) calendar days following the date hereof (with such extensions as the
Pledgee may grant in its sole discretion), this Amendment Agreement before the Railroad Registry (Registro Ferroviario Mexicano) and the Public Registry of Commerce (Registro Público de la Propiedad y de Comercio); 

(3) file this Amendment Agreement for registration with the Registry of Guaranties on Movable Assets within fifteen
(15) calendar days following the date hereof (with such extensions as the Pledgee may grant in its sole discretion); and 
 (4) obtain and deliver to the Pledgee written confirmation, in terms satisfactory to the Pledgee, of the registration of this Amendment Agreement with (i) the Railroad Registry and the Registry of
Guaranties on Movable Assets, within thirty (30) Business Days from the date of its filing before the RFM and the Registry of Guaranties on Movable Assets, respectively (with such extensions as the Pledgee may grant in its discretion), and
(ii) the Public Registry of Commerce, within one hundred and twenty (120) calendar days from the date of its filing before the Public Registry of Commerce (with such extensions as the Pledgee may grant in its sole discretion). 

THIRD. Ratification of the Terms of the Asset Pledge Agreement. 

The Parties agree and confirm that the only amendments to the Asset Pledge Agreement are those set forth in this Amendment Agreement. The
Pledgors and the Pledgee hereby confirm and ratify all of the terms and conditions of the Asset Pledge Agreement which are, and continue to be, in full force and effect. 
 FOURTH. No Novation. 

  
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 The execution of this Amendment Agreement shall not constitute (i) a novation
(novación) of the obligations of the Pledgors and the Pledgee under the Asset Pledge Agreement or (ii) a novation (novación), modification or payment of the Obligations. 

FIFTH. Notices. 
 (a) All notices and other communications related to this Amendment Agreement, shall be in writing, in the English and Spanish languages, and shall be delivered or sent to the domiciles or facsimile
numbers set forth below, or in any other domicile or facsimile number designated by each party or its representatives by written notice to the other party. Such notices and communications shall be delivered or sent (i) by hand, (ii) by
courier, or (iii) by facsimile. The parties for such effects designate the following domiciles: 
 The Pledgors: 

Kansas City Southern de México, S.A. de C.V. 
 Arrendadora KCSM, S. de R.L. de C.V. 
 Highstar Harbor Holdings México, S. de R.L. de C.V.

 MTC Puerta México, S. de R.L. de C.V. 
 Vamos a México, S.A. de C.V. 
 Montes Urales No. 625 

Col. Lomas de Chapultepec 
 11000, México
D.F. 
 Facsimile: (5255) 9178 5600 ext. 22179 
 Telephone: (5255) 9178 5647 
 Attention: Legal Department (Departamento
Jurídico) 
 The Pledgee: 
 JPMorgan Chase Bank, N.A. 
 Loan and Agency Services Group  

1111 Fannin, Floor 10 
 Houston, Texas 77002

 Telephone: (713) 750 1882 / (713) 427 6530 
 Facsimile: (713) 750 2938 
 Attention: Colton Rainey/Jide Williams 

cc: JPMorgan Chase Bank, N.A. 
 383 Madison
Avenue 
 New York, New York 10179 

Facsimile: (212) 270-5100 
 Attention:
Matthew Massie 

  
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 (b) Any Party may change its domicile to receive notices pursuant to this Amendment
Agreement by giving written notice not less than five (5) Business Days prior to the date on which such change shall become effective in accordance with the provisions of this Clause. 

(c) Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is received by the transmitter; provided that, as long as it is authorized by applicable law,
the impossibility of delivering notices due to changes in the addresses that have not been notified to the other Party hereto, or the refusal of any party to accept any notice, shall be considered received on the date of such delivery to the prior
address or refusal to accept a notice. 
 SIXTH. Governing Law and Jurisdiction. 

This Amendment Agreement shall be governed by and construed in accordance with the federal laws of Mexico. For the interpretation,
construction, performance and enforcement of this Amendment Agreement, the Parties irrevocably submit to the jurisdiction of the federal courts located in the Federal District, and waive any right to any jurisdiction to which they may be entitled by
reason of their respective present or future domicile. 
 [signature pages follow] 

  
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 IN WITNESS WHEREOF, the Parties execute this Amendment Agreement as of the date first
above written. 
  

	
	
	PLEDGOR
	
	KANSAS CITY SOUTHERN DE MÉXICO, S.A. de C.V.
	
	/s/ Edgar Aguileta Gutiérrez
	 BY: Edgar Aguileta Gutiérrez

TITLE: Attorney-in-Fact

	
	PLEDGOR
	
	ARRENDADORA KCSM. S. DE R.L. DE C.V.
	
	/s/ Edgar Aguileta Gutiérrez
	 BY: Edgar Aguileta Gutiérrez

TITLE: Attorney-in-Fact

	
	PLEDGOR
	
	 HIGHSTAR HARBOR HOLDINGS
 MEXICO, S. DE R.L. de C.V.

	
	/s/ Edgar Aguileta Gutiérrez
	 BY: Edgar Aguileta Gutiérrez

TITLE: Attorney-in-Fact



  
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	PLEDGOR
	
	MTC PUERTA MEXICO, S. DE R.L. de C.V.
	
	/s/ Edgar Aguileta Gutiérrez
	 BY: Edgar Aguileta Gutiérrez

TITLE: Attorney-in-Fact

	
	PLEDGOR
	
	VAMOS A MÉXICO, S.A. de C.V.
	
	/s/ Edgar Aguileta Gutiérrez
	 BY: Edgar Aguileta Gutiérrez

TITLE: Attorney-in-Fact



  
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	THE PLEDGEE
	
	 JPMORGAN CHASE BANK, N.A.,
 as Collateral Agent, acting on its own behalf and
 on behalf and for the benefit of
the Secured Parties

	
	/s/ Argel Becerra Adame
	 BY: Argel Becerra Adame
 TITLE: Attorney-in-Fact



  
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 Exhibit “A” 

Original Asset Pledge Agreement (without exhibits) 

  
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 Exhibit “B” 

First Amendment to the Asset Pledge Agreement (with exhibit A solely) 

  
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 Exhibit “C” 

Assignment and Amendment Agreement (without exhibits) 

  
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 Exhibit “D” 

Second Amended and Restated Credit Agreement (without exhibits) 

  
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