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Exhibit 4.7 STOCK PURCHASE AGREEMENT BY AND AMONG KANSAS CITY SOUTHERN,
a Delaware corporation, GRUPO TMM, S.A.,
asociedad anónimaorganized under the laws of the United Mexican States, AND TFM, S.A. de C.V.,
asociedad anónima de capital variableorganized under the laws of the United Mexican States,




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TABLE OF CONTENTS ARTICLE I. PURCHASE AND SALE OF TRANSFERRED SHARES
    
    
    21.1
    
    Purchase and Sale
    
    
    21.2
    
    The Initial Closing
    
    
    21.3
    
    Consideration
    
    
    21.4
    
    Purchase Option and Obligation
    
    
    21.5
    
    Deliveries at Closing
    
    
    21.6
    
    Voting Trust
    
    
    31.7
    
    Payment of Accounts Receivable
    
    
    3ARTICLE II. REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION
    
    
    32.1
    
    Representations and Warranties of GTMM and TFM
    
    
    32.2
    
    Representations and Warranties of KCS
    
    
    4ARTICLE III. REPRESENTATIONS AND WARRANTIES CONCERNING MX AND TMX
    
    
    53.1
    
    Organization, Qualification, and Corporate Power
    
    
    53.2
    
    Capitalization of MX and TMX
    
    
    53.3
    
    Brokers Fees
    
    
    63.4
    
    Title to Assets
    
    
    63.5
    
    Financial Statements
    
    
    63.6
    
    Events Subsequent to Most Recent Fiscal Year End
    
    
    63.7
    
    Undisclosed Liabilities
    
    
    63.8
    
    Legal Compliance
    
    
    63.9
    
    Tax Matters
    
    
    73.10
    
    Real Property
    
    
    73.11
    
    [intentionally left blank]
    
    
    83.12
    
    Tangible Assets
    
    
    83.13
    
    Contracts
    
    
    83.14
    
    Employee Benefit Plans
    
    
    93.15
    
    Labor Matters
    
    
    103.16
    
    Powers of Attorney
    
    
    113.17
    
    Insurance
    
    
    113.18
    
    Litigation
    
    
    113.19
    
    Environmental Matters
    
    
    113.20
    
    Exception for Operation by KCS
    
    
    12ARTICLE IV. COVENANTS OF GTMM AND TFM
    
    
    124.1
    
    Conduct of MX and TMX Through Initial Closing Date
    
    
    124.2
    
    Access to Information
    
    
    124.3
    
    Affiliate Agreements Terminated
    
    
    134.4
    
    Credit Agreements
    
    
    13ARTICLE V. COVENANTS OF KCS
    
    
    135.1
    
    Compliance with Bridge Rules
    
    
    135.2
    
    Right of First Refusal
    
    
    135.3
    
    Repair Debt
    
    
    14ARTICLE VI. COVENANTS OF ALL PARTIES
    
    
    146.1
    
    General
    
    
    14




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6.2
    
    Cooperation to Obtain STB Approval
    
    
    146.3
    
    Notice of Developments
    
    
    146.4
    
    MX and TMX Employees Assigned to TFM
    
    
    14ARTICLE VII. CONDITIONS TO OBLIGATION TO CLOSE
    
    
    147.1
    
    Mutual Conditions to Obligations to Close
    
    
    147.2
    
    Conditions to Obligations of KCS to Close
    
    
    157.3
    
    Conditions to Obligations of TFM to Close
    
    
    16ARTICLE VIII. REMEDIES FOR BREACHES OF THIS AGREEMENT
    
    
    168.1
    
    Survival of Representations and Warranties
    
    
    168.2
    
    Indemnification Provisions for Benefit of KCS
    
    
    168.3
    
    Indemnification Provisions for Benefit of GTMM and TFM
    
    
    178.4
    
    Determination of Adverse Consequences
    
    
    188.5
    
    Specific Performance
    
    
    18ARTICLE IX. TERMINATION
    
    
    189.1
    
    Termination of Agreement
    
    
    189.2
    
    Effect of Termination
    
    
    18ARTICLE X. MISCELLANEOUS
    
    
    1910.1
    
    Amendments and Waivers
    
    
    1910.2
    
    Entire Agreement
    
    
    1910.3
    
    Counterparts
    
    
    1910.4
    
    No Third-Party Beneficiaries
    
    
    1910.5
    
    Succession and Assignment
    
    
    1910.6
    
    Headings
    
    
    1910.7
    
    Notices
    
    
    1910.8
    
    Expenses
    
    
    2010.9
    
    Announcements
    
    
    2010.10
    
    Governing Law; Dispute Resolution
    
    
    2010.11
    
    Severability
    
    
    2310.12
    
    Construction
    
    
    2310.13
    
    Incorporation of Exhibits, Annexes, and Schedules
    
    
    2310.14
    
    Releases
    
    
    23ARTICLE XI. DEFINITIONS
    
    
    24
 Exhibit A
    
    Form of Voting Trust AgreementAnnex I
    
    Exceptions to Representations and Warranties of GTMM and TFM
Concerning the Transaction Disclosure Schedule: Exceptions to
Representations and Warranties Concerning MX and TMX
 -ii-




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STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the Agreement), dated as of August 16, 2004, is made and entered
into by and among: 1. Grupo TMM, S.A. (GTMM), a sociedad anónima,organized under the laws of the United
Mexican States (UMS); 2. TFM, S.A. de C.V. (TFM), a sociedad anónima de capital variable, organized under the laws
of the UMS; and 3. Kansas City Southern (KCS), a Delaware corporation,
each of them a Party and collectively the Parties. RECITALS A. GTMM owns more than 96% of the capital stock of TMM Multimodal, S.A. de C.V. a sociedad anónima
de capital variable(MM). B. KCS owns all of the capital stock of The Kansas City Southern Railway Company (KCSR). C. MM directly owns 51% and KCS indirectly owns 49% (through Nafta Rail, S.A. de C.V., a sociedad
anónima de capital variableand wholly-owned Subsidiary of KCS) of the full voting shares of Grupo
Transportaciün Ferrovaria Mexicana, S.A. de C.V., a sociedad anónima de capital variable(GTFM). D. GTFM owns all of the full voting shares of the capital stock of TFM. E. Mexrail, Inc., a Delaware corporation, (MX) is a wholly-owned Subsidiary of TFM. MX owns all
of the capital stock of The Texas Mexican Railway Company, a Texas corporation (TMX). MX also
owns other assets (including real estate) and the northern one-half of the railroad bridge between
Laredo, Texas (USA) and Nuevo Laredo, Mexico. F. TFM wishes to sell, and KCS wishes to acquire, 51% of the outstanding shares of the capital
stock of MX (the Initially Transferred Shares) and in addition grant KCS the exclusive option
and, under certain circumstances, the obligation, to purchase the remaining shares of the capital
stock of MX (the Subsequently Transferred Shares). All of the issued and outstanding shares of
the capital stock of MX acquired by KCS, including the Initially Transferred Shares and the
Subsequently Transferred Shares are referred to hereinafter as the MX Shares or as the
Transferred Shares.




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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: ARTICLE I.
PURCHASE AND SALE OF TRANSFERRED SHARES 1.1 Purchase and Sale. Upon the terms and subject to the conditions of this Agreement and
in reliance upon the representations, warranties and covenants herein set forth, TFM shall sell,
assign, transfer, convey and deliver to KCS, free and clear of all Liens, and KCS shall purchase
and accept from TFM, the Initially Transferred Shares. 1.2 The Initial Closing. Subject to Article VI of this Agreement, the closing of the
purchase and sale of the Initially Transferred Shares (the Initial Closing) shall take place on
such date as the parties agree, (no later than August 16, 2004) at the offices of Sonnenschein Nath
& Rosenthal, New York City, New York (the date on which the Closing occurs, the Initial Closing
Date). The Initial Closing shall be effective as of the close of business on the Initial Closing
Date. 1.3 Consideration. The aggregate purchase price to be paid by KCS for the Initially
Transferred Shares shall be $32,680,000 (the Initial Purchase Price). The Initial Purchase Price
shall be paid to TFM in cash (U.S. dollars) less the applicable withholding described below, at the
Initial Closing by wire transfer of same day funds. In addition, on the Initial Closing Date, all
indebtedness of MX and TMX to GTMM (other than as provided in Section 1.7), TFM and any of their
affiliates, excluding the Repair Debt, shall be contributed to the capital of MX. KCS shall
withhold 10% of the Initial Purchase Price, as required under the U.S. Internal Revenue Code
(Section 1445). Promptly following the Initial Closing, KCS will deposit the amount withheld with
the U.S. Internal Revenue Service along with a filing of the appropriate tax returns and provide
copies thereof to TFM. 1.4 Purchase Option and Obligation. TFM hereby grants to KCS an irrevocable and exclusive
option until 5:00 PM (Eastern Standard Time) on October 31, 2005 to purchase the Subsequently
Transferred Shares (the Purchase Option). Notwithstanding the foregoing, if KCS shall not have
exercised the Purchase Option, or otherwise acquired direct or indirect ownership of the
Subsequently Transferred Shares by October 31, 2005, then KCS shall purchase the Subsequently
Transferred Shares on October 31, 2005. Any purchase made by KCS pursuant to the Purchase Option
may be exercised by KCS upon three (3) days written notice to TFM (the Subsequent Closing and as
with the Initial Closing, each a Closing). Any purchase by KCS pursuant to this Section 1.4
shall be upon the same terms and conditions set forth in this Agreement, except that the Purchase
Price for the Subsequently Transferred Shares shall be $31,398,000. TFM is expressly prohibited
from taking, or refraining from, any action which would prevent consummation of the transactions
contemplated in this Agreement or render any of its representations, warranties and covenants set
forth in this Agreement untrue or ineffective between the Initial Closing Date and the Subsequent
Closing. 1.5 Deliveries at Closing. At each Closing, (i) GTMM and TFM will deliver to KCS the
various certificates and documents referred to in §7.2 below, (ii) KCS will deliver to GTMM and - 2 -




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TFM the certificate referred to in §7.3 below, (iii) TFM will deliver to KCS stock certificates
representing the applicable Transferred Shares for such Closing, endorsed in blank or accompanied
by duly executed assignment documents, and (iv) KCS will deliver to TFM the applicable Purchase
Price for such Closing. 1.6 Voting Trust. Simultaneously with the purchase by KCS from TFM of the Initially
Transferred Shares, KCS shall deposit the Initially Transferred Shares into an irrevocable voting
trust (the Voting Trust) in accordance with the terms and conditions of a voting trust agreement
(the Voting Trust Agreement) substantially in the form attached hereto as Exhibit A. 1.7 Payment of Accounts Receivable. Simultaneously with the purchase by KCS from TFM of
the Initially Transferred Shares, TMX shall make a payment to GTMM in the amount of $402,000 in
settlement of existing accounts payable in favor of GTMM. ARTICLE II.
REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION 2.1 Representations and Warranties of GTMM and TFM. GTMM and TFM represent and warrant to
KCS that the statements contained in this §2.1 are correct and complete as of the date of this
Agreement and will be correct and complete as of each Closing (as though made then and as though
such Closing date were substituted for the date of this Agreement throughout this §2.1), except as
set forth in the disclosure schedule delivered by GTMM and TFM to KCS on the date hereof and
initialed by the Parties (the Disclosure Schedule). (a) Organization of GTMM and TFM. GTMM is a sociedad anónimaand TFM is a sociedad
anónima de capital variable, each duly organized, validly existing, and in good standing under the
laws of the UMS. (b) Authorization of Transaction. The execution, delivery and performance of this
Agreement by each of GTMM and TFM, and the consummation by TFM of the transaction contemplated
hereby, are within the respective corporate powers of each of them, and have been duly authorized,
as to each of them, by all necessary corporate action. This Agreement constitutes the valid and
legally binding obligation of each of GTMM and TFM, enforceable in accordance with its terms and
conditions. Neither GTMM nor TFM need give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental agency in order to consummate
the transaction contemplated by this Agreement. (c) Non-Contravention. The execution, delivery and performance of this Agreement by
each of GTMM and TFM, and the consummation by TFM of the transaction contemplated hereby, do not
and will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order,
decree, ruling, charge, or other restriction of any government, governmental agency, or court to
which GTMM or TFM is subject, or violate any provision of the charter or bylaws of GTMM or TFM, or
(ii) conflict with, result in a breach of, constitute a default under, result in the acceleration
of, create in any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other arrangement to which
GTMM or TFM is a party or by which any of them is bound or to - 3 -




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which any of their assets is subject, including, without limitation, upon satisfaction of the
covenant in Section 4.4, the Indentures and Credit Agreement identified in Schedule 2.1. (d) Brokers Fees. Neither GTMM nor TFM has any liability or obligation to pay any
fees or commissions to any broker, finder, or agent with respect to the transaction contemplated by
this Agreement for which KCS, MX or TMX could become liable or obligated. (e) MX Shares. TFM holds of record and owns beneficially the MX Shares, free and
clear of any restrictions on transfer (other than those set forth in the Stock Purchase Agreement,
dated as of February 27, 2002, among GTMM, MM, KCS and TFM (the 2002 Stock Purchase Agreement),
the GTFM bylaws, and the Shareholders Agreement) Taxes, Liens, options, warrants, purchase rights,
contracts, commitments, equities, claims, and demands. TFM is not a party to any option, warrant,
purchase right, or other contract or commitment that could require TFM to sell, transfer, or
otherwise dispose of any of the MX Shares (other than this Agreement). TFM is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the voting of the MX
Shares (other than the 2002 Stock Purchase Agreement, the GTFM bylaws, and the Shareholders
Agreement). Prior to the Subsequent Closing, TFM shall not, directly or indirectly, transfer,
sell, give, encumber, assign, pledge or otherwise deal with or dispose of all or any part of the MX
Shares (other than pursuant to this Agreement). (f) Real Property. Since May 9, 2003, neither MX or TMX has sold or otherwise
disposed of, or entered into any agreement for a sale or other disposition of, any real property. 2.2 Representations and Warranties of KCS. KCS represents and warrants to GTMM and TFM
that the statements contained in this §2.2 are correct and complete as of the date of this
Agreement and will be correct and complete as of each Closing (as though made then and as though
such Closing date were substituted for the date of this Agreement throughout this §2.2). (a) Organization of KCS. KCS is a corporation duly organized, validly existing, and
in good standing under the laws of Delaware. (b) Authorization of Transaction. The execution, delivery and performance by KCS of
this Agreement and the consummation by KCS of the transaction contemplated hereby are within KCSs
corporate powers and have been duly authorized by all necessary corporate action. This Agreement
constitutes the valid and legally binding obligation of KCS, enforceable in accordance with its
terms and conditions. KCS need not give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental agency in order to consummate
the transaction contemplated by this Agreement. (c) Non-Contravention. The execution, delivery and performance of this Agreement by
KCS, and the consummation by KCS of the transaction contemplated hereby, do not and will not (i)
violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling,
charge, or other restriction of any government, governmental agency, or court to which KCS is
subject, or violate any provision of its charter or bylaws, or (ii) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in any party the right
to accelerate, terminate, modify, or cancel, or require any notice under any agreement, - 4 -




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contract, lease, license, instrument, or other arrangement to which KCS is a party or by which
it is bound or to which any of its assets is subject, except the consents required under the KCS
Credit Agreement. (d) Brokers Fees. KCS has no liability or obligation to pay any fees or commissions
to any broker, finder, or agent with respect to the transaction contemplated by this Agreement for
which GTMM or TFM could become liable or obligated. ARTICLE III.
REPRESENTATIONS AND WARRANTIES CONCERNING MX AND TMX GTMM and TFM represent and warrant to KCS that the statements contained in this Article III
are correct and complete as of the date of this Agreement and will be correct and complete as of
the Initial Closing Date (as though made then and as though the Initial Closing Date were
substituted for the date of this Agreement throughout this Article III), except as set forth in the
Disclosure Schedule. 3.1 Organization, Qualification, and Corporate Power. MX is a corporation duly organized,
validly existing, and in good standing under the laws of Delaware. TMX is a corporation duly
organized, validly existing, and in good standing under the laws of Texas. Each of MX and TMX is
duly authorized to conduct business and is in good standing under the laws of each jurisdiction
where such qualification is required, except where the lack of such qualification would not
reasonably be expected to have a Material Adverse Effect. Each of MX and TMX has full corporate
power and authority to carry on the businesses in which it is engaged and to own and use the
properties owned and used by it. Section 3.1 of the Disclosure Schedule lists the directors and
officers of each of MX and TMX as of the date hereof, and the directors and officers of each of MX
and TMX as of the Initial Closing Date. 3.2 Capitalization of MX and TMX. (a) The entire authorized capital stock of MX consists of 10,000 shares of common stock, no
par value, of which 10,000 shares are issued and outstanding. MX holds no shares of MXs capital
stock in its treasury. All of the issued and outstanding shares have been duly authorized, and are
validly issued, fully paid, and nonassessable. There are no outstanding or authorized options,
warrants, purchase rights, subscription rights, conversion rights, exchange rights, preemptive
rights or other contracts or commitments that could require MX to issue, sell, or otherwise cause
to become outstanding any of its capital stock. There are no outstanding or authorized stock
appreciation, phantom stock, profit participation, or similar rights with respect to MX. TFM is
the record and beneficial owner of 100% of the MX Shares, and TFM owns the MX Shares free and clear
of all Liens, and there are no voting trusts, proxies, or other agreements or understandings with
respect to the voting of the capital stock of MX, other than the 2002 Stock Purchase Agreement, the
GTFM bylaws, and the Shareholders Agreement. (b) The entire authorized capital stock of TMX consists of 25,000 shares of common stock, no
par value, of which 25,000 shares are issued and outstanding, including - 5 -




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equitable interests in directors qualifying shares. TMX holds no shares of TMXs capital
stock in its treasury. All of the issued and outstanding shares have been duly authorized, and are
validly issued, fully paid, and nonassessable. There are no outstanding or authorized options,
warrants, purchase rights, subscription rights, conversion rights, exchange rights, preemptive
rights or other contracts or commitments that could require TMX to issue, sell, or otherwise cause
to become outstanding any of its capital stock. There are no outstanding or authorized stock
appreciation, phantom stock, profit participation, or similar rights with respect to TMX. MX is
the record and beneficial owner of 100% of the TMX capital stock (except for one qualifying share
of the capital stock of TMX owned by each of its directors, the equitable interest of each such
share being held by MX). MX owns the TMX capital stock free and clear of all Liens, and there are
no voting trusts, proxies, or other agreements or understandings with respect to the voting of the
capital stock of TMX, other than the 2002 Stock Purchase Agreement, the GTFM bylaws, and the
Shareholders Agreement. 3.3 Brokers Fees. Neither MX nor TMX has any liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the transaction contemplated by this
Agreement. 3.4 Title to Assets. MX and TMX each own or have a right to possess and use all of the
properties and assets necessary to operate the business of MX and TMX as each has been conducted
immediately prior to the date of this Agreement, subject to the exceptions identified in Section
3.10 of the Disclosure Schedule, which singly or in the aggregate do not have any material effect
upon the ownership or operation of such properties or assets. 3.5 Financial Statements. The financial statements (collectively the Financial
Statements) heretofore provided to KCS by GTMM and TFM, consisting of (i) the audited consolidated
balance sheets and statements of income, changes in stockholders equity, and cash flow as of and
for the fiscal years ended 2002 and 2003, for MX and TMX have been prepared in accordance with GAAP
applied on a consistent basis throughout the periods covered thereby and present fairly, in all
material respects, the financial condition of MX and TMX as of such dates and the results of
operations of MX and TMX for such periods (subject in the case of any interim financial statements
to normal year-end adjustments and lack footnotes and other presentation items). 3.6 Events Subsequent to Most Recent Fiscal Year End. Since December 31, 2003, MX and TMX
have carried out their respective businesses in the ordinary course, consistent with past practices
and there has not been any event or occurrence that has had or would reasonably be expected to have
a Material Adverse Effect. 3.7 Undisclosed Liabilities. Except as disclosed in the Financial Statements, neither MX
nor TMX has any liabilities or obligations of any nature that would be required under GAAP to be
included on a consolidated balance sheet of MX or the notes to the consolidated balance sheet,
except as would not reasonably be expected to have a Material Adverse Effect. 3.8 Legal Compliance. Each of MX and TMX has complied with all applicable laws (including
rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges
thereunder) of federal, state, local, and foreign governments (and all agencies thereof), - 6 -




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and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or
notice has been filed or commenced against either of them alleging any failure so to comply, except
where the failure to comply would not have a Material Adverse Effect. 3.9 Tax Matters. (a) Except as stated in Section 3.9 of the Disclosure Schedule or as would not reasonably be
expected to have a Material Adverse Effect, all MX and TMX Tax returns required to be filed on or
before the Closing Date have been duly and timely filed (taking into account all proper extensions)
with the appropriate Taxing authorities and all such Tax returns were complete and accurate, and
all Taxes shown on the described returns have been paid. (b) Except as stated in Section 3.9 of the Disclosure Schedule or as would not reasonably be
expected to have a Material Adverse Effect: (i) neither GTMM, TFM, MX or TMX has received any
written notice of deficiency or assessment for Taxes of MX or TMX, which have not been paid or
finally settled; (ii) no claim has been made in writing by any Taxing authority in a jurisdiction
where MX and TMX do not file Tax returns that either company is or may be subject to Taxation by
that jurisdiction; (iii) no audit of any Tax return filed by MX or TMX is pending, ongoing, or to
the Knowledge of GTMM or TFM, threatened; (iv) neither MX nor TMX has asked for or received a
waiver of any statute of limitation concerning Taxes or the payment of Taxes that are due or would
be due prior to the Closing Date; and (v) neither MX nor TMX has any liability for the Taxes of any
other person. (c) There are no liens for Taxes on any assets of MX or TMX other than Liens for current Taxes
(i) not yet due and payable or (ii) that would not have a Material Adverse Effect. (d) There are no Tax sharing or Tax indemnity agreements or similar arrangements involving MX
and TMX and any other person. (e) MX and TMX have each complied in all material respects with all applicable governmental
rules relating to the payment, collection and withholding of Taxes. (f) Except as stated on Section 3.9 of the Disclosure Schedule, there is no Tax litigation
pending or to the Knowledge of GTMM and TFM (or the directors of TFM appointed by GTMM) threatened
against MX or TMX. (g) From December 31, 2003 until the date of this Agreement, MX and TMX (i) have made no
change in any accounting method used for Tax purposes or in depreciation or amortization policies,
and have made no election for Tax purposes which is not consistent with the method, policies and
elections made prior to the date of the Financial Statements; and (ii) have not settled any pending
Tax audits or settled any Tax liability. 3.10 Real Property. (a) Section 3.10 of the Disclosure Schedule lists and describes briefly all real property that
either MX or TMX owns. With respect to each such parcel of owned real property, - 7 -




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except as set forth in Section 3.10 of the Disclosure Schedule, the identified owner has good
and marketable title to the parcel of real property, free and clear of any Lien, easement,
covenant, or other restriction, except for installments of special assessments not yet delinquent,
recorded easements, covenants, and other restrictions, and utility easements, building
restrictions, zoning restrictions, and other easements and restrictions existing generally with
respect to properties of a similar character which do not affect materially and adversely the
current use, occupancy, or value, or the marketability of title, of the property subject thereto. (b) Section 3.10 of the Disclosure Schedule (and all Annexes thereto) lists and describes
briefly all real property leased or subleased to either MX or TMX or from either MX or TMX. With
respect to each material lease and sublease listed in Section 3.10 of the Disclosure Schedule (or
any Annex thereto), (i) the lease or sublease is legal, valid, binding, enforceable, and in full
force and effect in all material respects, (ii) no party to the lease or sublease is in material
breach or default, and (iii) no event has occurred which, with notice or lapse of time, would
constitute a material breach or default or permit termination, modification, or acceleration
thereunder. 3.11 [intentionally left blank] 3.12 Tangible Assets. The buildings, machinery, equipment, and other tangible assets that
MX and TMX own and lease, other than tangible assets having a book value of less than $1 million,
are in good condition and repair, normal wear and tear excepted. 3.13 Contracts. As of the date of this Agreement, the Scheduled Contracts (as defined
below) of MX and TMX are legal, valid and binding obligations of MX or TMX, respectively, and are
in full force and effect, enforceable in accordance with their terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization and similar laws relating generally to the
enforceability of contracts and the availability of equitable remedies. As of the date of this
Agreement, neither GTMM, TFM, MX or TMX has received notice of cancellation of or default under any
Scheduled Contract, where such default would reasonably be expected to have a Material Adverse
Effect. Section 3.13 of the Disclosure Schedule lists the following contracts and other agreements
to which either MX or TMX is a party (the Scheduled Contracts): (a) any agreements to which either GTMM or TFM or any of their Affiliates (other than MX or
TMX) are a party; (b) any agreements which constitute nondisclosure agreements or confidentiality agreements
which could reasonably be expected to have a significant effect on the conduct of the business of
MX, TMX, or KCS; (c) any agreements pursuant to which MX or TMX is either obligated to pay or entitled to
receive in excess of $2 million during any twelve month period; (d) any agreements that are employment, management, consulting or severance agreements with
any officer or director of MX or TMX; - 8 -




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(e) any agreements that include any noncompetition or nonsolicitation covenant or any
exclusive dealing or similar arrangement that limits the ability of MX or TMX to compete
(geographically or otherwise) in any line of business or which would so limit KCS following the
Closing; or (f) any trackage rights agreements, interline or interchange agreements with other railroads. 3.14 Employee Benefit Plans. (a) Section 3.14 of the Disclosure Schedule identifies each Employee Plan. TFM has made
available to KCS copies of each such Employee Plan (and, if applicable, related trust agreements)
and all amendments thereto and written interpretations thereof together with the most recent annual
report (Form 5500 including, if applicable, Schedule B thereto) and the most recent actuarial
valuation report prepared in connection with any Employee Plan and, if applicable, the Internal
Revenue Service determination letters. No Employee Plan is a Title IV Plan. (b) As of the Most Recent Fiscal Month End, MX and TMX did not have an aggregate unfunded
liability of MX and TMX in respect of all Employee Plans or Benefit Arrangements described under
Sections 4(b)(5) or 401(a)(1) of ERISA, computed using reasonable actuarial assumptions that would
reasonably be expected to have a Material Adverse Effect. (c) No transaction prohibited by §406 of ERISA or §4975 of the Code has occurred with respect
to any Employee Plan or arrangement which is covered by Part 4, Title I of ERISA, which transaction
has or will cause MX and TMX to incur any liability under ERISA, the Code or otherwise which would
reasonably be expected to result in a Material Adverse Effect, excluding transactions effected
pursuant to and in compliance with a statutory or administrative exemption. Neither MX, TMX nor any
ERISA Affiliate of them has (i) except where the failure thereof would not reasonably be expected
to result in a Material Adverse Effect, engaged in, or is a successor or parent corporation to an
entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii)
incurred, or reasonably expects to incur prior to the Initial Closing Date, (A) any liability under
Title IV of ERISA arising in connection with the termination of, or a complete or partial
withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability
under §4971 of the Code that in either case could become a liability of MX and TMX or KCS or any of
its ERISA Affiliates after the Initial Closing Date which would reasonably be expected to have a
Material Adverse Effect. (d) Each Employee Plan that is intended to be qualified under §401(a) of the Code has received
a favorable determination, and, to the Knowledge of any of GTMM, TFM and the directors (appointed
by TFM) and officers of MX and TMX, nothing has occurred since that determination that would
adversely affect such determination in a manner which would reasonably be expected to have a
Material Adverse Effect. Each Employee Benefit Plan has been maintained in compliance with its
terms and with the requirements prescribed by any and all applicable statutes, orders, rules and
regulations, including but not limited to ERISA and the - 9 -




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Code, except to the extent that failure to so comply would not reasonably be expected to have
a Material Adverse Effect. (e) Section 3.14 of the Disclosure Schedule identifies each material Benefit Arrangement. TFM
has made available to KCS copies or descriptions of each material Benefit Arrangement (and, if
applicable, related trust agreements) and all amendments thereto and written interpretations
thereof. Each Benefit Arrangement has been maintained in compliance with its terms and with the
requirements prescribed by any and all applicable statutes, orders, rules and regulations and has
been maintained in good standing with applicable regulatory authorities, except to the extent that
failure to so comply would not reasonably be expected to have a Material Adverse Effect. (f) Except as set forth on Section 3.14 of the Disclosure Schedule and except as provided in
this Agreement, there is no contract, plan or arrangement (written or otherwise) to which MX or TMX
are parties covering any employee or former employee of MX or TMX that, individually or
collectively, could give rise to the payment of any amount that would not be deductible pursuant to
the terms of §280G of the Code, to the extent that such payments would reasonably be expected to
have a Material Adverse Effect. (g) Except as set forth on Section 3.14 of the Disclosure Schedule and except as provided in
this Agreement, no employee or former employee of MX or TMX will become entitled to any bonus,
retirement, severance, job security or similar benefit (including acceleration of vesting or
exercise of an incentive award) as a result of the transaction contemplated hereby, to the extent
that such benefits would reasonably be expected to have a Material Adverse Effect. 3.15 Labor Matters. MX and TMX are in compliance with all currently applicable legislation
in the various jurisdictions where they operate, with respect to terms and conditions of employment
of their workforce, including legislation governing unionized labor, and are not engaged in any
unfair labor practice, failure to comply with which or engagement in which, as the case may be,
would reasonably be expected to have a Material Adverse Effect. Except as disclosed in Section 3.15
of the Disclosure Schedule, (i) neither MX nor any of its Subsidiaries is a party, or is otherwise
subject, to any collective bargaining agreement or other labor union contract applicable to its
employees, (ii) there are no material activities or proceedings by a labor union or representative
thereof to organize any employees of MX or TMX outside of the Ordinary Course of Business, (iii)
there are no pending negotiations between MX or TMX and any labor union or representative thereof
regarding any proposed material changes to any existing collective bargaining agreement, (iv) there
are no pending, and MX and TMX have not experienced since January 1, 2001, any labor disputes,
lockouts, strikes, slowdowns, work stoppages, or threats thereof which would reasonably be expected
to have a Material Adverse Effect, (v) MX and TMX are not in default and have not breached in any
material respect the terms of any applicable collective bargaining or other labor union contract,
and there are no material grievances outstanding against MX, TMX or any of its Subsidiaries or
their employees under any such agreement or contract which would reasonably be expected to have a
Material Adverse Effect, (vi) there is no unfair labor practice complaint pending, or to the
Knowledge of any of GTMM, TFM and the directors (appointed by TFM) and officers of MX and TMX
threatened, against MX or TMX before the National Labor Relations Board or any other - 10 -




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investigation, charge, prosecution, suit or other proceeding before any court or arbitrator or any
governmental body, agency or official relating to the employees of MX or TMX or the representation
thereof which would reasonably be expected to have a Material Adverse Effect, (vii) there are no
claims or actions pending, or to the Knowledge of any of GTMM, TFM and the directors (appointed by
TFM) and officers of MX and TMX threatened, between MX or TMX and any of their employees or labor
organizations representing or seeking to represent such employees which would reasonably be
expected to have a Material Adverse Effect and (viii) to the Knowledge of any of GTMM, TFM and the
directors (appointed by TFM) and officers of MX and TMX, there are no facts or circumstances
involving any employee that would form the basis of, or give rise to, any cause of action,
including, without limitation, unlawful termination based on discrimination of any kind that would
reasonably be expected to result in a Material Adverse Effect. Section 3.15 of the Disclosure
Schedule identifies all employees of MX and of TMX who provide services on a full-time basis to TFM
or any affiliates of TFM. 3.16 Powers of Attorney. Other than those powers of attorney approved by the Boards of
Directors of either MX or TMX, to the Knowledge of any of GTMM, TFM and the directors (appointed by
TFM) and officers of MX and TMX, there are no material outstanding powers of attorney executed on
behalf of MX or TMX. 3.17 Insurance. Section 3.17 of the Disclosure Schedule includes a list of all policies of
fire, liability, product liability, workers compensation, health and other forms of insurance
presently in effect with respect to MXs and TMXs business (the Insurance Policies), including
the named insured(s) and all beneficiaries thereunder, and true and complete copies of the
Insurance Policies have been made available to KCS. Neither MX nor TMX has been refused any
insurance with respect to any aspect of the operations of its business, nor has its coverage been
rescinded by any insurance carrier to which it has applied for insurance or with which it has
carried insurance. No notice of cancellation or termination has, as of the date of this Agreement,
been received with respect to any such policy. The activities, business, and operations of MX and
TMX have been conducted in such a manner so as to conform in all material respects to all material
provisions of the Insurance Policies. 3.18 Litigation. Except as set forth in Section 3.18 of the Disclosure Schedule, there are
no legal, administrative, arbitral or other proceedings (including disciplinary proceedings),
claims, suits, actions or governmental or regulatory investigations of any nature that are pending
or, to the knowledge of GTMM, TFM, MX or TMX threatened against MX or TMX or any of their officers,
directors or properties which would reasonably be expected to have a Material Adverse Effect or
that challenge the validity or propriety of the transactions contemplated by this Agreement. There
is no injunction, order, judgment or decree imposed upon MX or TMX, or any material portion of the
assets or business of MX or TMX. 3.19 Environmental Matters. Except as set forth in Section 3.19 of the Disclosure
Schedule, MX and TMX (i) are in compliance with, and are not subject to any liability under
applicable Environmental Laws; (ii) hold all Environmental Permits necessary to conduct their
current operations and (iii) are in compliance with their respective Environmental Permits, except
where the failure to hold or be in compliance with such Environmental Permits would not be expected
to have a Material Adverse Effect. Except as set forth in Section 3.19 of the Disclosure Schedule
or as would not reasonably be expected to have a Material Adverse Effect - 11 -




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on MX or TMX, neither GTMM, TFM, MX nor TMX has received any written notice, demand, letter, claim
or request for information alleging that MX or TMX may be in violation of, or have liability under,
any Environmental Law. Except as set forth in Section 3.19 of the Disclosure Schedule, neither MX
nor TMX (x) has entered into or agreed to any consent decree or order or is subject to any
judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental
Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of
Hazardous Materials and no investigation, litigation or other proceeding is pending or, to the
Knowledge of GTMM and TFM, threatened, with respect thereto or (y) is an indemnitor or has assumed
liability in connection with any pending demand, notice, claim, or other allegation, or to the
Knowledge of GTMM and TFM, any claim threatened, by or against any third-party relating to any
liability under any Environmental Law or relating to any Hazardous Materials. None of the real
property owned or leased from/to or operated by MX or TFM is listed or, to the Knowledge of GTMM
and TFM, proposed for listing, on any list of sites maintained by any competent governmental
authority requiring investigation or cleanup. 3.20 Exception for Operation by KCS. Notwithstanding any provision of this Article III to
the contrary, the representations and warranties of GTMM and TFM in this Article III are qualified
to the extent of any effect on such representations and warranties of the operations and
dispatching activities of TMX undertaken by KCS pursuant to Section 6.3.4 of the Stock Purchase
Agreement dated as of February 27, 2002 to which KCS, TMM and TFM are parties, along with TMM
Multimodal, S.A. de C.V. and The Kansas City Southern Railway Company. ARTICLE IV.
COVENANTS OF GTMM AND TFM 4.1 Conduct of MX and TMX Through Initial Closing Date. Except as otherwise expressly set
forth in this Agreement, during the period from the date of this Agreement through the Initial
Closing Date, TFM and, to the extent that GTMM controls MX or TMX, GTMM, will not cause or permit
MX or TMX to engage in any practice, take any action, or enter into any transaction outside the
Ordinary Course of Business. Without limiting the generality of the foregoing, neither MX nor TMX
will declare, set aside, or pay any dividend or make any distribution with respect to its capital
stock or redeem, purchase, or otherwise acquire any of its capital stock. TFM and, to the extent
that GTMM controls MX or TMX, GTMM, will use their commercially reasonable efforts to cause each of
MX and TMX to keep its business and properties substantially intact, including its present
operations, physical facilities, working conditions, and relationships with lessors, licensors,
suppliers, customers, and employees, including, without limitation, not selling or leasing any real
estate, or agreeing to make any such sale or lease, without the written consent of KCS. 4.2 Access to Information. From the date of this Agreement through the Initial Closing
Date, TFM and, to the extent that GTMM controls MX or TMX, GTMM, will give (and will cause each of
MX and TMX to give) KCS, its counsel, financial advisors, auditors and other authorized
representatives full access to the offices, properties, books and records of MX and TMX, will
furnish to KCS, its counsel, financial advisors, auditors and other authorized representatives such
financial and operating data and other information as such Persons may reasonably request, and GTMM
and TFM will cooperate (and will instruct the employees, - 12 -




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counsel and financial advisors of MX and TMX to cooperate) with KCS in its investigation of the
business of MX and TMX, as the case may be. KCS will treat and hold as such any Confidential
Information it receives from any of GTMM, TFM, MX and TMX in the course of the reviews contemplated
by this §4.2, and will not use any of the Confidential Information except in connection with this
Agreement. 4.3 Affiliate Agreements Terminated. Except as set forth in Section 4.3 of the Disclosure
Schedule and except for agreements between MX or TMX and GTFM and GTFMs Subsidiaries, all
agreements between MX or TMX and any other affiliate of TMM shall be terminated, with no further
obligation on the part of the parties thereto, from and after the Initial Closing Date, except for
any payment obligations incurred and due prior to the Initial Closing Date pursuant to the terms of
such agreements. 4.4 Credit Agreements. TMM and TFM shall take all action required by the Indentures
and Credit Agreements identified in Schedule 2.1 (including, without limitation, the application
required thereunder of the proceeds to be received hereunder from the purchase and sale
contemplated in this Agreement).to prevent any breach or violation of any provision of such
documents or any default thereunder from occurring as a result of such purchase and sale
transaction. ARTICLE V.
COVENANTS OF KCS 5.1 Compliance with Bridge Rules. KCS shall comply with all existing rulings of the
Surface Transportation Board, and its predecessor, the Interstate Commerce Commission, applicable
to the use and operation of the International Bridge at Laredo as well as the existing written
contracts and protocols known to KCS which govern such use and operation, in each case in
accordance with their present terms, or such modifications as shall be acceptable to KCS, and for
so long as they remain effective and applicable. 5.2 Right of First Refusal. For the 5 year period immediately following the Initial
Closing Date, none of KCS, MX or TMX shall transfer, sell, assign, lease or in any manner whatever
dispose of any interest in or portion of the northern half of the railroad bridge between Laredo
and Nuevo Laredo (the Laredo Bridge) to any third party without first offering to transfer, sell,
assign, lease or otherwise dispose of such interest in the Laredo Bridge to TFM on the same terms
and with the same conditions as were offered to any such third party (the Bridge Purchase
Option). Notwithstanding the foregoing sentence, the Bridge Purchase Option shall not arise upon
or in connection with any merger, consolidation or sale of assets or stock of KCS in which control
of KCS or KCSR is transferred. In the event that TFM fails to exercise the Bridge Purchase Option
within thirty (30) days of the date on which TFM is provided notice of a proposed transaction
giving rise to the Bridge Purchase Option, then KCS shall have the right for a period of 180 days
following such thirty (30) day period to enter into an agreement to transfer, sell, assign, lease
or otherwise dispose of such interest in the Laredo Bridge to a third party on, but only on, the
same terms and with the same conditions as were offered to TFM pursuant to the Bridge Purchase
Option. In the event such agreement is not entered into within such 180 day period, or, if entered
into, is subsequently terminated or abandoned, then any subsequent transfer, sale, assignment,
lease or other disposition shall be subject to the Bridge Purchase Option. - 13 -




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5.3 Repair Debt. KCS shall pay or cause to be paid to TFM the Repair Debt on or before
January 1, 2005. ARTICLE VI.
COVENANTS OF ALL PARTIES 6.1 General. Subject to the terms and conditions of this Agreement, each of the Parties
will use its commercially reasonable efforts to take all action and to do all things necessary,
proper, or advisable under applicable laws and regulations in order to consummate and make
effective the transaction contemplated by this Agreement (including satisfaction, but not waiver,
of the closing conditions set forth in Article VII below). 6.2 Cooperation to Obtain STB Approval. From the date of this Agreement until such time as
the Surface Transportation Board (STB) either approves or denies KCSs request to acquire control
of TMX and such an order becomes final after judicial review or failure to appeal, GTMM and TFM
will cooperate with KCS, and KCS will cooperate with GTMM and TFM, to obtain approval from the STB
for KCS to acquire control of TMX. 6.3 Notice of Developments. From the date of this Agreement through the Subsequent Closing
Date, each Party will give prompt written notice to all other Parties of any material adverse
development causing a breach by the notifying Party of any of the representations and warranties in
Article II above. No disclosure by any Party pursuant to this §056.3, however, shall be
deemed to amend or supplement Annex I or Annex II, or to prevent or cure any misrepresentation,
breach of warranty, or breach of covenant. 6.4 MX and TMX Employees Assigned to TFM. Those employees identified in Section 3.15 of
the Disclosure Schedule shall continue to provide services to TFM and its affiliates following the
Initial Closing Date provided (i) TFM shall reimburse MX or TMX, as the case may be, for all
compensation of such employees and all other costs associated with their employment on a monthly
basis and remain current at all times in such reimbursement obligations, (ii) TFM shall be
responsible for all employment severance or termination benefits and all other employment benefits
due or which may become due to such employees, and (iii) if TFM shall fail to comply with
subparagraphs (i) or (ii) of this Section 6.4, MX or TMX may terminate the employment of any or all
such employees without incurring any cost or obligation. ARTICLE VII.
CONDITIONS TO OBLIGATION TO CLOSE 7.1 Mutual Conditions to Obligations to Close. The obligations of both KCS and TFM to
consummate the transaction contemplated by this Agreement are subject to satisfaction of the
following conditions: (a) No Governmental Action. As of each Closing, no action shall have been taken, and
no statute, rule, regulation or order shall have been enacted, adopted or issued by any - 14 -




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state or federal government or governmental agency in the United States or Mexico that would
prevent the consummation of the transaction contemplated by this Agreement. (b) No Injunction or Order. As of each Closing, there shall be no injunction,
restraining order or order of any nature by any court of competent jurisdiction that prevents the
consummation of the transaction contemplated by this Agreement. (c) Governmental Approvals. As of each Closing, all governmental approvals (if any)
required to consummate the transaction contemplated by this Agreement shall have been obtained. 7.2 Conditions to Obligations of KCS to Close. The obligations of KCS to consummate the
transaction contemplated by this Agreement are subject to satisfaction, at or before the Initial
Closing or each Closing, as set forth below, of all of the following conditions. KCS may waive in
writing any or all of these conditions, in whole or in part, at or at any time prior to the
applicable Closing, with or without prior notice, but no such waiver by KCS shall constitute a
waiver by KCS of any condition not so waived or of any other right or remedy of KCS, at law or in
equity. (a) Performance. Each of GTMM and TFM shall have performed and complied in all
material respects, through each Closing (it being understood that in the event of a Closing that
occurs at any time when KCS controls, directly or indirectly, TFM this representation shall be
instead only through the date such control was acquired), with each of its respective agreements,
obligations and covenants under this Agreement. (b) Representations and Warranties. The representations and warranties made by each
of GTMM and TFM in Article II of this Agreement shall be true and correct in all material respects
(i) at the date when made and (ii) at the Initial Closing Date. The representations and warranties
made by each of GTMM and TFM concerning MX and TMX in Article III of this Agreement shall be true
and correct in all material respects (i) at the date when made and (ii) at the Initial Closing
Date. (c) Certificates. KCS shall have received certificates at each Closing, reasonably
satisfactory in form and substance to KCS, of officers of GTMM and TFM certifying that, to the best
of each such officers Knowledge, the conditions set forth in Sections 67.2(a) and
7.2(b) have been satisfied in all respects and that the Board of Directors of each of GTMM and TFM
has approved the execution of this Agreement and has authorized the consummation of the
transactions contemplated by this Agreement (it being understood that in the event of a Closing
that occurs at any time when KCS controls, directly or indirectly, TFM such certificates shall be
effective only through the date such control was acquired). (d) Resignations. KCS shall have received the resignations, in all capacities with MX
and TX, effective as of or prior to the Initial Closing, and reasonably satisfactory in form and
substance to KCS, of each director and the president of each of MX and TMX. Following the Initial
Closing, the Trustee shall vote the Trust Stock in the Trustees sole discretion, having due regard
for the interests of the holders of the Trust Certificates and the minority shareholders in MX and
TMX, to nominate and elect directors to fill those vacant - 15 -




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director positions. The Trustee shall not, without the prior approval of the STB, vote the
Trust Stock to elect any current officer or director of GTMM, GTFM, TFM, KCS, or any of their
majority owned affiliates. 7.3 Conditions to Obligations of TFM to Close. The obligations of TFM to consummate the
transactions contemplated by this Agreement are subject to satisfaction, at or before each Closing,
of all of the following conditions. TFM may waive in writing any or all of these conditions, in
whole or in part, at or at any time prior to each Closing, with or without prior notice, but no
such waiver by TFM shall constitute a waiver by TFM of any condition not so waived or of any other
right or remedy of TFM, at law or in equity. (a) Performance. KCS shall have performed and complied in all material respects,
through each Closing, with each of its respective agreements, obligations and covenants under this
Agreement. (b) Representations and Warranties. The representations and warranties made by KCS in
this Agreement shall be true and correct in all material respects (i) at the date when made and
(ii) at each Closing. (c) Certificate. TFM shall have received a certificate, reasonably satisfactory in
form and substance to TFM, of an officer of KCS certifying that, to the best of such officers
Knowledge, the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied in all
respects and that the Board of Directors of KCS has approved the execution of this Agreement and
has authorized the consummation of the transactions contemplated by this Agreement. (d) Fairness Opinion. TFM shall have received a fairness opinion complying with the
requirements of the agreements listed in Section 7.3 of the Disclosure Schedule. ARTICLE VIII.
REMEDIES FOR BREACHES OF THIS AGREEMENT 8.1 Survival of Representations and Warranties. All of the representations and warranties
of GTMM and TFM contained in Article III above (other than §3.19 above) shall survive the Initial
Closing hereunder and continue in full force and effect for a period of two years thereafter;
provided, however, that the representations and warranties contained in §3.19 above shall
survive the Initial Closing hereunder and continue in full force and effect for a period of five
years thereafter. All of the other representations and warranties of the Parties contained in this
Agreement (including the representations and warranties of the Parties contained in Article II
above and the representations and warranties of GTMM and TFM contained in §3.9 above) shall survive
for the applicable statutes of limitations. 8.2 Indemnification Provisions for Benefit of KCS. (a) In the event either GTMM or TFM breaches any of its representations, warranties, and
covenants contained herein, and, if there is an applicable survival period pursuant to §8.1 above,
provided that KCS makes a written claim for indemnification within such survival period, then GTMM
agrees to indemnify KCS from and against any Adverse Consequences KCS - 16 -




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may suffer through and after the date of the claim for indemnification (including any Adverse
Consequences KCS may suffer after the end of any applicable survival period) resulting from,
arising out of, or caused by the breach of any such representation or warranty or covenant. (b) GTMM (i) acknowledges and agrees that the releases of the Released Persons pursuant to
Section 10.14(a) shall not affect in any way GTMMs obligation to indemnify KCS pursuant to Section
8.2(a) from and against Adverse Consequences as a result of the breach of any representation,
warranty or covenant in this Agreement and (ii) agrees to indemnify KCS from and against any
Adverse Consequences arising out of or resulting from any intentional actions taken by the Released
Persons in their capacity as an officer or director of MX or TMX (other than any actions that (i)
constituted negligence or gross negligence on the part of any of the Released Persons or (ii) were
approved by KCS or its affiliates or representatives, or (iii) resulted in a benefit to GTFM and/or
its subsidiaries) that resulted in (a) a Material Adverse Effect on MX or TMX or (b) the receipt by
the Released Person or its affiliates or associates of any improper personal benefit. (c) The obligation of GTMM to indemnify KCS pursuant to §8.2(a) and (b) above for any breach
of representation or warranty shall be limited to 51% of the Adverse Consequences and then only to
the extent that such 51% of the Adverse Consequences amount to, in the aggregate, $5 million or
more; provided, that for purposes of calculating this limitation on indemnification, (i) Adverse
Consequences shall be calculated without regard to any Material Adverse Effect and (ii) shall not
apply to any Adverse Consequences arising out of or resulting from any action or omission on the
part of GTMM or TFM or any of their respective affiliates that involve a felony under United States
law, actual fraud, willful misconduct or gross negligence. 8.3 Indemnification Provisions for Benefit of GTMM and TFM. (a) In the event KCS breaches any of its representations, warranties, and covenants contained
herein, and, if there is an applicable survival period pursuant to §8.1 above, provided that GTMM
or TFM makes a written claim for indemnification against KCS within such survival period, then KCS
agrees to indemnify the claiming Party from and against the entirety of any Adverse Consequences
such Party may suffer through and after the date of the claim for indemnification (including any
Adverse Consequences GTMM or TFM may suffer after the end of any applicable survival period)
resulting from, arising out of, relating to, in the nature of, or caused by the breach. (b) KCS agrees to also indemnify GTMM from and against any matter released pursuant to Section
10.14(b) to the extent that the acts, omissions or conduct of the released party (i) resulted in a
breach of a representation, warranty or covenant made in this Agreement by KCS, (ii) otherwise
resulted in a material adverse effect upon the assets or business of MX or TMX, or (iii) involved
the receipt of an improper benefit by any Person. (c) The obligation of KCS to indemnify GTMM pursuant to §8.3(a) and (b) above for any breach
of representation or warranty shall be limited to 49% of the Adverse Consequences and then only to
the extent that such 49% of the Adverse Consequences amount to, in the aggregate, $5 million or
more; provided, that for purposes of calculating this limitation - 17 -




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on indemnification, (i) Adverse Consequences shall be calculated without regard to any
Material Adverse Effect and (ii) shall not apply to any Adverse Consequences arising out of or
resulting from any action or omission on the part of KCS or any of their respective affiliates that
involve a felony under United States law, actual fraud, willful misconduct or gross negligence. 8.4 Determination of Adverse Consequences. The Parties shall make appropriate adjustments
for Tax consequences and insurance coverage and take into account the time cost of money in
determining Adverse Consequences for purposes of this Article VIII. All indemnification payments
under this Article VIII shall be deemed adjustments to the Purchase Price. 8.5 Specific Performance. Notwithstanding the indemnification provisions of this Article
VIII, the Parties acknowledge that monetary damages would not provide an adequate remedy in the
event that one or more Parties were to fail to comply with the terms and conditions of the
Agreement. Accordingly, the Parties agree that, in addition to any right to monetary damages that
any Party may have at law and under the terms of this Agreement, each Party shall be entitled to
the equitable remedy of specific performance in order to force any other Party to strictly comply
with the terms and conditions of this Agreement. ARTICLE IX.
TERMINATION 9.1 Termination of Agreement. Certain of the Parties may terminate this Agreement as
provided below: (a) this Agreement may be terminated by mutual written consent of all of the Parties at any
time prior to the Initial Closing; (b) KCS may terminate this Agreement by giving written notice to GTMM and TFM at any time
prior to the Initial Closing in the event GTMM or TFM has breached any material representation,
warranty, or covenant contained in this Agreement in any material respect, KCS has notified GTMM
and TFM of the breach, and the breach has continued without cure for a period of 30 days after the
notice of breach; and (c) GTMM and TFM may terminate this Agreement by giving written notice to KCS at any time
prior to the Initial Closing in the event KCS has breached any material representation, warranty,
or covenant contained in this Agreement in any material respect, GTMM or TFM has notified KCS of
the breach, and the breach has continued without cure for a period of 30 days after the notice of
breach. 9.2 Effect of Termination. If any Party terminates this Agreement pursuant to §9.1 above,
all rights and obligations of the Parties hereunder shall terminate without any liability of any
Party to any other Party (except for any liability of any Party then in breach). - 18 -




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ARTICLE X.
MISCELLANEOUS 10.1 Amendments and Waivers. No amendment or waiver of any provision of this Agreement, and no
consent to any departure from any of such terms by any of the Parties, shall be valid unless the
same shall be in writing and signed by all of the Parties (except that a permitted waiver of a
Closing condition under §7.2 or §7.3 hereof need not be signed by all Parties). No waiver by any
Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent such occurrence. 10.2 Entire Agreement. This Agreement (including the documents referred to herein)
constitutes the entire agreement among the Parties concerning the sale of the Transferred Shares by
TFM to KCS, and supersedes any prior understandings, agreements, or representations by or among the
Parties, written or oral, to the extent they related in any way to the subject matter hereof;
provided, that in the event of termination of this Agreement, then the parties intend for the terms
and conditions of the 2002 Stock Purchase Agreement, the GTFM bylaws, and the Shareholders
Agreement to become again valid and fully enforceable against the parties thereto. 10.3 Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together will constitute one and the same
instrument. 10.4 No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies
upon any Person other than the Parties and their respective successors and permitted assigns. 10.5 Succession and Assignment. This Agreement shall be binding upon and inure to the
benefit of the Parties named herein and their respective successors and permitted assigns. No
Party may assign either this Agreement or any of its rights, interests, or obligations hereunder
without the prior written approval of all of the Parties; provided, however, that KCS may
(i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and
(ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of
which cases KCS nonetheless shall remain responsible for the performance of all of its obligations
hereunder). 10.6 Headings. The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 10.7 Notices. All notices, requests, demands, claims, and other communications hereunder
shall be made in writing (including fax communications, with delivery confirmation as provided
hereunder) and delivered at the domicile or fax number of the addressee thereof, or at such other
domicile as any of the Parties shall notify the other Parties in writing as provided in this
Section. Any notice, request, demand, claim, or other communication hereunder shall be effective
when received by the Party to whom it is addressed. All communication by fax shall be - 19 -




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affirmatively confirmed by confirmation page from the sending fax machine and by telephonic
confirmation of receipt by an officer of the receiving Party. For purposes of this Section and
until changed by written notice to each of the other Parties, each of the Parties designates the
domicile for receipt of notices and communications as is written below such Partys corporate name
in the signature pages hereof. 10.8 Expenses. Whether of not the transaction contemplated by this Agreement is
consummated, all costs and expenses, including (without limitation) legal fees, consulting fees,
finders fees, investment banking fees and trustees fees, incurred in connection with this
Agreement and the transaction contemplated thereby shall be paid by the Party incurring such costs
or expenses except as otherwise provided in this Agreement. 10.9 Announcements. The Parties shall consult with one another with regard to all media
releases and other announcements issued at or prior to a Closing concerning the transaction
contemplated by this Agreement; and, except as may be required by applicable laws or the applicable
rules and regulations of any governmental agency or stock exchange, no Party hereto shall issue any
such press release or other publicity concerning the transaction contemplated by this Agreement
without the prior written consent of the other Parties. 10.10 Governing Law; Dispute Resolution. (a) Resolution of any and all disputes between KCS, on the one hand, and one or more of GTMM
or TFM, on the other hand (each of KCS, on the one hand, and one or more of GTMM or TFM, on the
other hand, a Dispute Party and together, the Dispute Parties) arising from or in connection
with this Agreement or any transactions contemplated by this Agreement, whether based on contract,
tort, common law, equity, statute, regulation, order or otherwise, (Disputes) including Disputes
arising in connection with claims by third persons, shall be exclusively governed by and settled in
accordance with the provisions of this §10.10; provided, that the foregoing shall not preclude
equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo
pending resolution of Disputes hereunder. (b) THIS AGREEMENT, THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO AND THE ADJUDICATION AND
ENFORCEMENT THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE
SUBSTANTIVE LAWS OF THE STATE OF DELAWARE AND THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA,
WITHOUT REGARD TO APPLICABLE CHOICE OF LAW PROVISIONS THEREOF. (c) As to any Dispute which is not resolved in the ordinary course of business, the Dispute
Parties shall first attempt in good faith to promptly resolve any Dispute by negotiations between
executives. Either of the Dispute Parties may initiate this procedure by delivery of written
notice of the Dispute (the Dispute Notice) to the other. Not later than 20 days after delivery
of the Dispute Notice, one executive of one of the Dispute Parties with authority to settle the
Dispute shall meet with the one executive of the other Dispute Party with authority to settle the
Dispute at a reasonably acceptable time and place, and thereafter as such executives shall deem
reasonably necessary. The executives shall exchange relevant information and endeavor to resolve
the Dispute. Prior to any such meeting, each Dispute Partys executive - 20 -




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shall advise the other as to any individuals who will attend such meeting with the executive.
All negotiations pursuant to this §10.10(c) shall be confidential and shall be treated as
compromise negotiations for purposes of Rule 408 of the Federal Rules of Evidence and similarly
under other local or foreign rules of evidence. (d) Each Dispute Party hereby agrees to submit all Disputes not resolved pursuant to §10.10(c)
hereof to final and binding arbitration in New York, New York. Either Dispute Party may initiate
such arbitration by delivery of a request therefor (the Arbitration Request) to the other Dispute
Party not sooner than 60 days after the date of delivery of the Dispute Notice but promptly
thereafter; provided, that if a Dispute Party rejects participation in the procedures provided
under §10.10(c), the other Dispute Party may initiate arbitration at such earlier time as such
rejection shall become reasonably apparent, and, whenever arbitration is initiated, may seek
recovery of any damages or expenses arising from such rejection, including attorneys fees and
expenses, Arbitration Costs (as defined below) in connection with arbitration hereunder. An Answer
shall be filed within 30 days of the receipt of the Arbitration Request. (i) Three Arbitrators shall be appointed (the Arbitrators), one of whom shall
be nominated by KCS, one by GTMM, and the third of whom, who shall act as the
chairman of the arbitral tribunal, shall be appointed by the first two Arbitrators
within 30 days of the first two Arbitrators confirmation by the International
Chamber of Commerce. If either Dispute Party fails to appoint an Arbitrator within
15 days of a request in writing by the other Dispute Party to do so or if the first
two Arbitrators cannot agree on the appointment of the third Arbitrator within 30
days of their confirmation by the International Chamber of Commerce, then such
Arbitrator shall be appointed by the International Chamber of Commerce in accordance
with its Rules of Arbitration. (ii) The arbitration shall be conducted in the English language pursuant to the
Arbitration Rules of the International Chamber of Commerce. Notwithstanding the
foregoing, (A) each Dispute Party shall have the right to audit the books and
records of the other Dispute Party that are reasonably related to the Dispute; (B)
each Dispute Party shall provide to the other, reasonably in advance of any hearing,
copies of all documents which a Dispute Party intends to present in such hearing;
(C) all hearings shall be conducted on an expedited schedule; and (D) all
proceedings shall be confidential, except that either Dispute Party may at its
expense make a stenographic record thereof. (iii) The Arbitrators shall endeavor to complete all hearings not later than
180 days after their tribunal has been convened, and shall make a final award as
promptly as practicable thereafter. Such award shall be communicated, in writing,
by the Arbitrators to the Dispute Parties, and shall contain specific findings of
fact and conclusions of law in accordance with the governing law set forth in
§10.10(b) of this Agreement. Any award of such Arbitrators shall be final and
binding upon the Parties to this Agreement and shall not be attacked by any of the
Parties to this Agreement in any court of law and may be enforced in any court
having jurisdiction, including expressly the courts of the State of Delaware, United
States of America, and the courts of the Federal District of Mexico. The - 21 -




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Arbitrators shall apportion all costs and expenses of the arbitration,
including the Arbitrators fees and expenses, fees and expenses of experts and fees
and expenses of translators (Arbitration Costs) between the prevailing and
non-prevailing Dispute Party as the Arbitrators shall deem fair and reasonable. In
circumstances where (A) a Dispute has been asserted or defended against on grounds
that the Arbitrators deem manifestly unreasonable, or (B) the non-prevailing Dispute
Party has rejected participation in procedures under §10.10(c), the Arbitrators may
assess all Arbitration Costs against the non-prevailing Dispute Party and may
include in the award the prevailing Dispute Partys attorneys fees and expenses in
connection with any and all proceedings under this §10.10. Notwithstanding the
foregoing, in no event may the arbitrator award multiple or punitive damages. (iv) The parties agree to produce documents, which may include contracts,
books, records, internal documents, notes, and memoranda of any and all kinds or
types. It shall not be objectionable that documents are requested by general
category. The parties also agree to provide oral depositions of their employees and
representatives, and to fully, accurately and timely answer written interrogatories
submitted to them. The arbitral tribunal shall have the power, upon application of
any party, to make all appropriate orders for the discovery described above, to
which power the parties specifically consent. If a party fails to provide discovery
pursuant to an order of the tribunal, the arbitrators may take that failure into
account in deciding the issues. Applicable legal privileges against the disclosure
of information shall be recognized. (e) Pursuant to an agreement of the Parties or a judicial determination that a Dispute is not
subject to final and binding arbitration as set forth in §10.10, KCS and each of GTMM and TFM
irrevocably agrees that any legal action or proceeding against it with respect to this Agreement
and any transaction contemplated by this Agreement shall be brought only in the courts of the State
of Delaware, or of Federal courts of the United States of America sitting in Delaware, and by
execution and delivery of this Agreement, KCS and each of GTMM and TFM irrevocably submits to the
venue and jurisdiction of each such court and irrevocably waives any objection or defense such
party may have to venue or personal jurisdiction in any such court for the purpose of resolving any
claim, dispute, cause of action arising out of or related to this Agreement (including any claim
that the suit or action has been brought in an inconvenient forum and any right to which it may
become entitled on account of place of residence or domicile), the alleged breach of this
Agreement, the enforcement of the terms of this Agreement and the other terms contemplated hereby.
A final judgment in any suit, action or proceeding shall be conclusive and may be enforced in any
court where jurisdiction over the Parties may be had or in which the Parties are subject to service
of process. (f) Each of the Parties irrevocably appoints CT Corporation (the Process Agent), at 1209
Orange Street, Wilmington, County of New Castle, Delaware 19801 (302) 658-7581, as its agent and
true and lawful attorney-in-fact in its name, place and stead to accept on behalf of each of the
Parties and their respective properties and revenues, service of copies of the summons and
complaint and any other process which may be served in any such suit, action or - 22 -




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proceeding brought in the State of Delaware, and each of the Parties agrees that failure of
the Process Agent to give any notice of any such service of process to any of the Parties shall not
impair or affect the validity of such service or the enforcement of any judgment based thereon. (g) These dispute resolution provisions, including the agreement to arbitrate, are independent
of the remaining provisions of this Agreement and the Parties intend that they shall continue in
effect even though one or more provisions of this Agreement shall be determined to be null or void.
The dispute resolution provisions and agreement to arbitrate shall also survive the termination or
expiration of this Agreement. 10.11 Severability. If any one or more of the provisions contained in this Agreement or in
any document executed in connection herewith shall be held invalid, illegal or unenforceable under
applicable law, the validity, legality and enforceability of the remaining provisions contained
herein or therein shall not be affected or impaired and shall remain in full force and effect. 10.12 Construction. The Parties have participated jointly in the negotiation and drafting
of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of
proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or
law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the
context requires otherwise. The word including shall mean including without limitation. 10.13 Incorporation of Exhibits, Annexes, and Schedules. The Exhibits, Annexes, and
Schedules identified in this Agreement are incorporated herein by reference and made a part hereof. 10.14 Releases. To the extent permitted by law: (a) KCS, on behalf of itself and its controlled affiliates, hereby releases, acquits and
discharges, effective at the Initial Closing, each officer and director of MX and TMX and each
person identified in Section 10.14 of the Disclosure Schedule from and against any and all claims,
liabilities, demands and causes of action, whether known or unknown, arising out of the
transactions contemplated by this Agreement occurring at any time prior to and including the
Initial Closing Date or any such persons acts, omissions or conduct in his or her capacity as an
officer or director of MX or TMX occurring at any time prior to and including the Initial Closing
Date. (b) TMM, on behalf of itself and its controlled affiliates, hereby releases, acquits and
discharges, effective at the Initial Closing, each officer and director of KCS and of each
Subsidiary of KCS from and against any and all claims, liabilities, demands and causes of action,
whether known or unknown, arising out of the transactions contemplated by this Agreement or any
such persons acts, omissions or conduct in his or her capacity as an officer or director of MX or
TMX occurring at any time prior to and including the Initial Closing Date. - 23 -




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ARTICLE XI.
DEFINITIONS Adverse Consequences means all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees,
rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement,
liabilities, obligations, Taxes, Liens, losses, expenses, and fees, including court costs and
reasonable attorneys fees and expenses. Affiliate has the meaning set forth in Rule 12b-2 of the regulations promulgated
under the Securities Exchange Act of 1934, as amended. Arbitration Costs has the meaning set forth in §10.10(d) above. Arbitration Request has the meaning set forth in §10.10(d) above. Arbitrators has the meaning set forth in §10.10(d) above. Benefit Arrangement means any employment, severance or similar contract or
arrangement (whether or not written) or any plan, policy, fund, program or contract or arrangement
(whether or not written) providing for compensation, bonus, profit-sharing, stock option, or other
stock related rights or other forms of incentive or deferred compensation, vacation benefits,
insurance coverage (including any self-assured arrangements), health or medical benefits,
disability benefits, workers compensation, supplemental unemployment benefits, severance benefits
and post-employment or retirement benefits (including compensation, pension, health, medical or
life insurance or other benefits) that (i) is not an Employee Plan, (ii) is entered into,
maintained, administered or contributed to, by MX or TMX or any of their ERISA Affiliates, and
(iii) covers any employee or former employee of MX or TMX. Closing has the meaning set forth in §1.2 above. Closing Date has the meaning set forth in §1.2 above. Code means the Internal Revenue Code of 1986, as amended. Confidential Information means, with respect to MX or TMX, all proprietary and
confidential business information and data of MX or TMX that is not generally known by or readily
ascertainable by or available to, on a legal or authorized basis, the general public; provided,
however, that Confidential Information shall not include any information: (a) which is already
known by the receiving Party; or (b) which before being divulged by the disclosing Party (i) has
become generally known to the public through no wrongful act of the receiving Party or its
representatives or agents, (ii) has been received by the receiving Party from a third party without
(to the receiving Partys knowledge) restriction on disclosure and without (to the receiving
Partys knowledge) a breach by the third party of an obligation of confidentiality, or - 24 -




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(iii) is independently developed by the receiving Party without use of the Confidential
Information received from a disclosing Party. Disclosure Schedule has the meaning set forth in Article II above. Dispute Notice has the meaning set forth in §10.10(c) above. Dispute Parties has the meaning set forth in §10.10(a) above. Dispute Party has the meaning set forth in §10.10(a) above. Disputes has the meaning set forth in §10.10(a) above. Employee Benefit Plan means any employee benefit plan (as such term is defined in
ERISA §3(3)) and any other employee benefit plan, program or arrangement of any kind maintained by
MX and TMX. Employee Plan means any employee benefit plan, as defined in §3(3) of ERISA, that
(i) is subject to any provision of ERISA, (ii) is maintained, administered or contributed to by MX
or TMX or any of their ERISA Affiliates, and (iii) covers any employee or former employee of MX or
TMX. Environmental Laws means any applicable federal, state, local, provincial or foreign
law (including, without limitation, common law), treaty, judicial decision, regulation, rule,
judgment, order, decree, injunction, permit, or legally binding governmental restriction or
requirement, or any legally binding agreement with any governmental authority or other third party,
relating to human health and safety (as relating to the environment), the environment or, as
impacting human health or the environment, to pollutants, contaminants, wastes or chemicals or any
toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or
materials. Environmental Permits means, as to any entity, all permits, licenses, franchises,
certificates, approvals and other similar authorizations of governmental authorities required by
Environmental Laws regarding the business of such entity as currently conducted. ERISA means the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate means each entity which is treated as a single employer with MX for
purposes of Code §414. Financial Statement has the meaning set forth in §3.5 above. GAAP means United States generally accepted accounting principles as in effect from
time to time. GTFM has the meaning set forth in the Recitals above. - 25 -




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GTMM has the meaning set forth in the preface above. Hazardous Substances means, in each case as regulated under any Environmental Law,
any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive,
reactive or otherwise hazardous substance, waste or material, or any substance, waste or material
having any constituent elements displaying any of the foregoing characteristics, including, without
limitation, petroleum, its derivatives, by-products and other hydrocarbons, and any substance,
waste or material regulated under any Environmental Law. Income Tax means any federal, state, local, or foreign income tax, including any
interest, penalty, or addition thereto, whether disputed or not. Initial Closing has the meaning set forth in §1.2 above. Initial Closing Date has the meaning set forth in §1.2 above. Initial Purchase Price has the meaning set forth in §1.3 above. Initially Transferred Shares has the meaning set forth in the Recitals above. KCS Credit Agreement means the Credit Agreement dated as of March 30, 2004 among
Kansas City Southern, The Kansas City Southern Railway Company, the Guarantors, Lenders and Banks
named therein and the Bank of Nova Scotia, Morgan Stanley Senior Funding Inc. and Harris Trust and
Savings Bank. KCSR has the meaning set forth in the Recitals above. Knowledge means actual knowledge after reasonable investigation. Lien means, with respect to any asset, any mortgage, pledge, encumbrance, charge, or
other security interest of any kind in respect of such asset, other than (a) mechanics,
materialmens, and similar liens, (b) liens for Taxes not yet due and payable , (c) purchase money
liens and liens securing rental payments under capital lease arrangements, and (d) other liens
arising in the Ordinary Course of Business and not incurred in connection with the borrowing of
money. Material Adverse Effect means, with respect to MX, a change, event or occurrence
that has had, or is reasonably likely to have, a material adverse effect on the business, assets,
properties, liabilities, financial condition or results of operations of MX and its Subsidiaries,
taken as a whole, other than any change, event or occurrence resulting from (i) changes in the
railroad industry in the United States or Mexico generally, (ii) changes in general economic
conditions in the United States or the securities markets in general, (iii) terrorist activities or
the commencement or escalation of any war or armed hostilities, which do not disproportionately
affect MX or its Subsidiaries, or (iv) the entry into or performance of this Agreement in
accordance with its terms. - 26 -




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MM has the meaning set forth in the Recitals above. Most Recent Balance Sheet means the balance sheet contained within the Most Recent
Financial Statements. Most Recent Financial Statements has the meaning set forth in §3.5 above. Most Recent Fiscal Month End has the meaning set forth in §3.5 above. Most Recent Fiscal Year End has the meaning set forth in §3.5 above. Multiemployer Plan means a multiemployer plan, as defined in §3(37) of ERISA, which
is subject to §4022A of ERISA. MX has the meaning set forth in the Recitals above. MX Shares has the meaning set forth in the Recitals above. Ordinary Course of Business means the ordinary course of business consistent with
past custom and practice (including with respect to quantity and frequency). Party has the meaning set forth in the preface above. Person means an individual, a partnership, a corporation, an association, a joint
stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity
(or any department, agency, or political subdivision thereof). Process Agent has the meaning set forth in §10.10(f) above. Purchase Option has the meaning set forth in §1.4 above. Purchase Price has the meaning set forth in §1.3 above. Repair Debt means the advances in an aggregate amount equal to $8,968,352.65 made
prior to the date of this Agreement by TFM to TMX. Shareholders Agreement means the Agreement dated May 1997 by and among KCS, Caymex
Transportation, Grupo Servia, S.A. de C.V., Transportación Maritima Mexicana, S.A. de C.V. and TMM
Multimodal, S.A. de C.V. Subsequent Closing has the meaning set forth in §1.2 above. Subsequently Transferred Shares has the meaning set forth in the Recitals above. - 27 -




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Subsidiary means any corporation with respect to which a specified Person (or a
Subsidiary thereof) owns a majority of the common stock or has the power to vote or direct the
voting of sufficient securities to elect a majority of the directors. Surface Transportation Board or STB shall mean that government agency that
administers the ICC Termination Act of 1995 Pub. L. No. 104-88, 109 Stat. 803, enacted December 29,
1995. Tax means any federal, state, local, or foreign tax, including any interest,
penalty, or addition thereto, whether disputed or not. TFM has the meaning set forth in the preface above. Title IV Plan means an Employee Plan subject to Title IV of ERISA other than any
Multiemployer Plan. TMX has the meaning set forth in the Recitals above. Transferred Shares has the meaning set forth in the Recitals above. ***** - 28 -




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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above
written. KANSAS CITY SOUTHERNBy:
    /s/  Michael R. HavertyName:
    Michael R. HavertyTitle:
    Chairman, President & CEOGRUPO TMM, S.A.By:
    /s/ José F. ServanasName:
    José F. ServanasTitle:
    Attorney-in-FactBy:
    /s/ Javier SegoviaName:
    Javier SegoviaTitle:
    Attorney-in-FactTFM, S.A. de C.V.By:

/s/ Javier
SegoviaName:
    Javier SegoviaTitle:
    Attorney-in-FactBy:

/s/
Jay M. NadlmanName:
    Jay M. NadlmanTitle:
    Attorney-in-Fact - 29 -