<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

================================================================================

                                                          INVESTMENT NUMBER 9902

                              AMENDED AND RESTATED
                           FINANCIAL SUPPORT AGREEMENT

                                     BETWEEN

                            GW SERVICIOS, S.A DE C.V.
                                       AND
                             GENESEE & WYOMING, INC.
                                       AND
              COMPANIA DE FERROCARRILES CHIAPAS-MAYAB, S.A. DE C.V.
                                       AND
                   NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR
                            ONTWIKKELINGSLANDEN N.V.
                                       AND
                        INTERNATIONAL FINANCE CORPORATION

                             DATED DECEMBER 5, 2000

                    AMENDED AND RESTATED AS OF MARCH 15, 2005

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Article or
 Section                                    Item                                                 Page No.
 -------                                    ----                                                 --------
<S>                 <C>                                                                          <C>
ARTICLE I.....................................................................................        3

DEFINITIONS...................................................................................        3

     Section 1.01.  Other Definitions.........................................................        3

ARTICLE II....................................................................................        5

INVESTMENT OVERRUNS...........................................................................        5

     Section 2.01.  Investment Overruns Determined by the Project Company or the Borrower.....        5
     Section 2.02.  Notice of Investment Overrun by IFC and FMO...............................        5
     Section 2.03.  [reserved]................................................................        6
     Section 2.04.  Sponsor Loans.............................................................        6
     Section 2.05.  Advances..................................................................        8
     Section 2.06.  [reserved]................................................................        8
     Section 2.07.  Obligation of the Borrower and the Project Company........................        8
     Section 2.08.  Obligations of the Sponsor and the Borrower...............................        8
     Section 2.09.  Government Approvals......................................................        8
     Section 2.10.  Sponsor's Payments to the Senior Lenders..................................        8

ARTICLE III...................................................................................        9

SHARE RETENTION...............................................................................        9

     Section 3.01.  Share Retention...........................................................        9
     Section 3.02.  Implementation of Retention of Shares.....................................       10
     Section 3.03.  Further Obligations.......................................................       10
     Section 3.04.  IFC Tag-along Rights......................................................       10

ARTICLE IV....................................................................................       11

FEES SUBORDINATION AND DEFERMENT PROVISIONS...................................................       11

     Section 4.01.  Fee Subordination.........................................................       12
     Section 4.02.  Terms of Subordination and Deferral.......................................       12
     Section 4.03.  Terms of Subordination....................................................       13
     Section 4.04.  Credit Line Agreement.....................................................       15

ARTICLE V.....................................................................................       15
</TABLE>

                Amended and Restated Financial Support Agreement

<PAGE>

                                      -ii-

<TABLE>
<S>                 <C>                                                                                <C>
MERGER GUARANTEE..............................................................................         15

     Section 5.01.  The Merger................................................................         15
     Section 5.02.  No Set-off................................................................         15
     Section 5.03.  Taxes.....................................................................         15
     Section 5.04.  Certificate Conclusive....................................................         16
     Section 5.05.  Application of Payments...................................................         16
     Section 5.06.  Allocation................................................................         16
     Section 5.07.  Increase in Guaranteed Obligations........................................         16
     Section 5.08.  Waiver of Defenses........................................................         16
     Section 5.09.  Immediate Recourse........................................................         18
     Section 5.10.  Subrogation...............................................................         18
     Section 5.11.  Appropriation of Moneys...................................................         18
     Section 5.12.  Default Interest..........................................................         18
     Section 5.13.  Continuing Guarantee......................................................         19

ARTICLE VI....................................................................................         19

COVENANTS.....................................................................................         19

     Section 6.01.  Covenants of the Sponsor..................................................         19

ARTICLE VII...................................................................................         20

REPRESENTATIONS AND WARRANTIES................................................................         20

     Section 7.01.  Representations and Warranties............................................         20
     Section 7.02.  Senior Lenders' Reliance..................................................         21
     Section 7.03.  Rights and Remedies not Limited...........................................         21

ARTICLE VIII..................................................................................         21

MISCELLANEOUS.................................................................................         22

     Section 8.01.  Senior Lenders' Prerogative...............................................         22
     Section 8.02.  Notices...................................................................         22
     Section 8.03.  Successors................................................................         24
     Section 8.04.  Expenses..................................................................         24
     Section 8.05.  Severability..............................................................         24
     Section 8.06.  Applicable Law and Jurisdiction...........................................         24
     Section 8.07.  Amendments, Waivers and Consents..........................................         26
     Section 8.08.  Counterparts..............................................................         26
     Section 8.09.  Termination of Agreement..................................................         27
     Section 8.10.  IFC's Liability...........................................................         27
     Section 8.11.  Conditions to Effectiveness...............................................         27
     Section 8.12.  Escrow Agreement..........................................................         27
     Section 8.13.  Pre-Existing Deficiency Loans.............................................         27
</TABLE>

                Amended and Restated Financial Support Agreement

<PAGE>

                                      -iii-

SCHEDULE 1       SPONSOR'S NOTICE: INVESTMENT OVERRUN OBLIGATIONS

                Amended and Restated Financial Support Agreement

<PAGE>

                              AMENDED AND RESTATED
                           FINANCIAL SUPPORT AGREEMENT

      AMENDED AND RESTATED FINANCIAL SUPPORT AGREEMENT (this "Agreement"), dated
December 5, 2000, and as amended and restated as of March 15, 2005 by and
between:

1.    GENESEE & WYOMING, INC., a Delaware corporation (the "Sponsor");

2.    GW SERVICIOS, S.A. DE C.V., a sociedad anonima de capital variable
      organized and existing under the laws of the United Mexican States, and a
      wholly-owned subsidiary of the Sponsor (the "Borrower");

3.    COMPANIA DE FERROCARRILES CHIAPAS-MAYAB, S.A. DE C.V., a sociedad anonima
      de capital variable organized and existing under the laws of the United
      Mexican States, and a wholly-owned subsidiary of the Borrower (the
      "Project Company");

4.    NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V., a
      limited liability company organized under the laws of The Netherlands
      ("FMO"); and

5.    INTERNATIONAL FINANCE CORPORATION, an international organization
      established by Articles of Agreement among its member countries, including
      the United Mexican States ("IFC" and together with FMO, the "Senior
      Lenders").

      WHEREAS:

      (A) Under the terms of a loan agreement (the "Original IFC Loan
Agreement") dated December 5, 2000 between the Borrower, the Project Company and
IFC, IFC made (i) an A loan to the Borrower in the principal amount of ten
million five hundred thousand Dollars ($10,500,000), of which the principal
amount of seven million five hundred thousand Dollars ($7,500,000) is presently
outstanding (which amount shall be reduced to seven million two hundred eighty
thousand eight hundred thirty-six Dollars ($7,280,836) after prepayment of the
amount set forth in Section 5.01(b) of the IFC Loan Agreement (as defined
below)) and (ii) a B Loan to the Borrower in the principal amount of ten million
Dollars ($10,000,000), of which the principal amount of six million six hundred
sixty-six thousand six hundred sixty-eight Dollars ($6,666,668) is presently
outstanding (which amount shall be reduced to six million four hundred
fifty-seven thousand nine hundred forty-one Dollars ($6,457,941) after
prepayment of the amount set forth in Section 5.01(c) of the IFC Loan Agreement
(as defined below))

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -2-

(collectively, the "IFC Loan"). The Borrower, the Project Company and IFC are
amending and restating the Original IFC Loan Agreement as of the date hereof to,
among other things, extend the term of the IFC Loan (as so amended and restated,
the "IFC Loan Agreement").

      (B) Under the terms of a loan agreement (the "Original FMO Loan Agreement"
and together with the Original IFC Loan Agreement, the "Original Loan
Agreements") dated December 5, 2000 between the Borrower, the Project Company
and FMO, FMO made a loan to the Borrower in the principal amount of seven
million Dollars ($7,000,000), of which the principal amount of four million six
hundred sixty four thousand Dollars ($4,664,000) is currently outstanding (which
amount shall be reduced to four million five hundred seventeen thousand eight
hundred ninety and 91/100th Dollars ($4,517,890.91) after prepayment of the
amount set forth in Section 5.01(b) of the FMO Loan Agreement (as defined
below)) (the "FMO Loan"). The Borrower, the Project Company and FMO are amending
and restating the Original FMO Loan Agreement as of the date hereof to, among
other things, extend the term of the FMO Loan (as so amended and restated, the
"FMO Loan Agreement" and, together with the IFC Loan Agreement, the "Loan
Agreements").

      (C) The Project Company is owned ninety six point five percent (96.5%) by
the Borrower and three point five percent (3.5%) by the Sponsor.

      (D) It was a condition of disbursement under the Original Loan Agreements
that the parties hereto enter into the original financial support agreement
dated December 5, 2000 (the "Original Financial Support Agreement").

      (E) Under the terms of each of the Loan Agreements, the conditions to
effectiveness of the amendment and restatement of each of the Original Loan
Agreements contemplated thereby require the parties hereto to amend and restate
the Original Financial Support Agreement on the terms set forth herein.

      (F) Each of the Sponsor, the Project Company and the Borrower has agreed
to undertake its obligations hereinafter contained so as to enable the Borrower
to meet the conditions to effectiveness of the IFC Loan Agreement and the FMO
Loan Agreement respectively as stated in (E) above and to amend and restate the
Original Financial Support Agreement in its entirety as set forth herein.

      NOW THEREFORE, the parties hereto hereby agree as follows:

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -3-

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.01. Other Definitions. Wherever used in this Agreement, unless
otherwise defined herein, or unless the context shall otherwise require, terms
defined in the Loan Agreements shall have the same meanings herein and the
principles of construction and interpretation set forth therein shall apply
herein, and the following terms shall have the following meanings:

"Borrower"                  GW Servicios, S.A. de C.V., a sociedad anonima de
                            capital variable organized and existing under the
                            laws of the United Mexican States, and a
                            wholly-owned subsidiary of the Sponsor, or its
                            successors and assignees;

"Capital Investment"        any amount paid in connection with the acquisition
                            (whether by means of a purchase, capital lease or
                            otherwise) of fixed assets that would be required to
                            be capitalized and shown on a balance sheet in
                            accordance with the Accounting Principles, less (i)
                            amounts reimbursed by third parties on a
                            non-recourse basis and (ii) amounts funded or
                            reimbursed by the Sponsor through loans (other than
                            Investment Overrun Loans) made to the Borrower or
                            the Project Company (provided that such loans shall
                            have been made on the terms and conditions
                            applicable to Investment Overrun Loans);

"Deficiency Loan"           any long term loan, subordinated on the terms
                            and conditions set forth in Section 2.04, made by
                            the Sponsor pursuant to the Original Financial
                            Support Agreement;

"Guarantee"                 the obligations of the Sponsor set forth in Article
                            V;

"Guaranteed Obligations"    all amounts owing by the Borrower to IFC under the
                            IFC Loan Agreement, and to FMO under the FMO Loan
                            Agreement;

"IFC Shares"                means:

                            (i) the aggregate of:

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -4-

                                (A) all shares in the share capital of the
                                    Borrower subscribed by IFC pursuant to the
                                    Subscription Agreement;

                                (B) all shares in the share capital of the
                                    Borrower to be subscribed or acquired by IFC
                                    pursuant to the exercise of preemptive
                                    rights, options or warrants accruing to IFC
                                    in relation of any IFC Shares;

                                (C) all shares in the share capital of the
                                    Borrower received by IFC as a result of
                                    stock splits or stock dividends on any IFC
                                    Shares; and

                                (D) all shares (of any company) received by IFC
                                    in exchange, replacement or substitution of
                                    IFC Shares;

                                less:

                            (ii) such of the shares referred to in paragraphs
                                 (A) to (D) above as were sold or transferred by
                                 IFC prior of the relevant date of
                                 determination;

"Investment Overrun"        as determined by FMO, IFC, the Project Company or
                            the Borrower, as the case may be, and based on the
                            Consolidated financial statements of the Borrower
                            and the Project Company for the relevant Financial
                            Year, the amount by which Capital Investments made
                            by the Project Company during such Financial Year
                            exceed sixty per cent (60%) of Consolidated EBITDA
                            of the Borrower and the Project Company for such
                            Financial Year;

"Investment Overrun
Loan"                       any long-term loan, subordinated on the terms and
                            conditions set forth in Section 2.04, made by the
                            Sponsor for the purpose of covering an Investment
                            Overrun;

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -5-

"Merger"                    the merger between the Borrower and the Project
                            Company, in which the Borrower shall be the
                            surviving entity;

"Notice of Investment
Overrun"                    a notification given pursuant to Section 2.02 to the
                            Project Company, the Borrower and the Sponsor by IFC
                            or FMO at any time, or from time to time, stating
                            that there exists an Investment Overrun and the
                            amount of such Investment Overrun;

"Shareholders"              the Sponsor and/or any Person that acquires and owns
                            shares in the capital of the Borrower; and

"Subordinated Fees"         all fees and other amounts owing by the Project
                            Company to the Sponsor under the Technical
                            Assistance Agreement.

                                   ARTICLE II

                               INVESTMENT OVERRUNS

      Section 2.01. Investment Overruns Determined by the Project Company or the
Borrower. If the Project Company or the Borrower, as the case may be, at any
time or from time to time determines that an Investment Overrun exists, it shall
so advise IFC and FMO, and the Project Company or the Borrower, as the case may
be, shall promptly request the Sponsor to make available an Investment Overrun
Loan to the Project Company or the Borrower, as the case may be, in an amount
equal to the amount of such Investment Overrun and upon the terms and conditions
provided in Section 2.04. The Project Company or the Borrower, as the case may
be, shall provide to IFC and FMO a copy of such request promptly upon making
such request.

      Section 2.02. Notice of Investment Overrun by IFC and FMO. If no action
or, in the opinion of IFC or FMO, insufficient action has been taken by the
Borrower or Project Company to request funds, or by the Sponsor to provide funds
to the Project Company or the Borrower, as the case may be, pursuant to Section
2.01, IFC or FMO may send a Notice of Investment Overrun to the Borrower or the
Project Company, as applicable, and to the Sponsor (with a copy to the other
Senior Lender) specifying the amount of the relevant Investment Overrun.

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -6-

      Section 2.03. [reserved].

      Section 2.04. Sponsor Loans. (a) The Sponsor shall provide or cause to be
provided Investment Overrun Loans to the Borrower or the Project Company, as the
case may be, within thirty (30) days of the Project Company's or the Borrower's
request therefor under Section 2.01 or of the date of issuance of a Notice of
Investment Overrun. Each Deficiency Loan and Investment Overrun Loan shall be a
Dollar-denominated loan, evidenced by a written instrument or instruments and
shall be in form and substance satisfactory to IFC and FMO, and subject, without
limitation, to the following:

      (i) each Deficiency Loan and Investment Overrun Loan shall be a long-term
loan, and bear interest at a rate which, in the Senior Lenders' opinion, does
not exceed the then current market rate charged by banks to major commercial
borrowers in Mexico for ordinary commercial loans of like maturities denominated
in Dollars, provided that such interest rate shall in no event be higher than
six-month LIBOR plus three and one-half per cent (3.5%) per annum;

      (ii) no payment of the principal of, or interest and other charges on, any
such Deficiency Loan or Investment Overrun Loan shall be made at any time
unless:

            (A)   all interest and other charges on, and principal of, the IFC
                  Loan and FMO Loan shall have been paid in full by the
                  Borrower; and

            (B)   no Event of Default or Potential Event of Default has occurred
                  and is continuing;

      (iii) if any payments of principal or interest are deferred pursuant to
the foregoing provisions, such deferment shall not constitute a default, but the
dates for payment of any principal or interest so deferred shall be postponed
until such time as the same can be paid in accordance with the foregoing
provisions;

      (iv) each Deficiency Loan and Investment Overrun Loan shall be unsecured;
and

      (v) payment of principal of, and interest and any other charges on, each
Deficiency Loan and Investment Overrun Loan shall be subordinated in right of
payment to the prior payment in full of the IFC Loan and the FMO Loan in the
event of any distribution of assets of the Project Company or the Borrower in
connection with any dissolution, winding up, liquidation or any reorganization
of the Project Company or of the Borrower, whether in bankruptcy, insolvency,
reorganization or receivership proceedings, or upon an assignment for the
benefit of the creditors, or any other marshaling of assets and liabilities of
the Project Company or of the

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -7-

Borrower, or upon acceleration of all of the then-outstanding maturities of the
IFC Loan and FMO Loan; and, in such case, in the event of the receipt by the
Sponsor of any payment in respect of any such loans, the Sponsor agrees to hold
as agent for IFC and FMO and pay over to IFC and FMO the amount so received to
the extent necessary to pay the IFC Loan and the FMO Loan respectively in full.

      (b)   If at any time either:

            (i)   the Sponsor shall have paid the Maximum Amount (as defined in
                  the Sponsor Guarantee Agreement) pursuant to the provisions of
                  the Sponsor Guarantee Agreement; or

            (ii)  the sum of (A) the outstanding principal amount of the Loans
                  (i.e., the FMO Loan and the IFC Loan) at such time, plus (B)
                  all interest in respect of the Loans due and payable on the
                  next following Interest Payment Date, plus (C) all fees or
                  other amounts in respect of the Loans due and payable prior to
                  or on the next following Interest Payment Date, shall be equal
                  to or less than the portion of the Maximum Amount not yet
                  demanded by a Senior Lender and paid or payable by the Sponsor
                  pursuant to the provisions of the Sponsor Guarantee Agreement;

then the Sponsor may provide notice thereof to the Senior Lenders in the form of
Schedule 1. If the Sponsor delivers such a notice and a Senior Lender concurs
(such concurrence not to be unreasonably withheld) with the relevant information
and calculations contained in such notice, it shall acknowledge the same and
return a copy thereof to the Sponsor. If both Senior Lenders so acknowledge and
return such notice (it being agreed that failure to respond within thirty (30)
days of receipt of such notice by any Senior Lender shall be deemed to be an
acknowledgment of concurrence by such Senior Lender), then, notwithstanding
anything to the contrary contained in this Agreement, the obligation of the
Sponsor to make Investment Overrun Loans pursuant to this Agreement shall
automatically terminate as of the date of the Sponsor's notice with respect to
which the Senior Lenders have acknowledged their concurrence; provided, that
such termination shall not affect any such obligations of the Sponsor to make
Investment Overrun Loans that have accrued in respect of annual financial
statements delivered prior to the effective date of such termination. Upon any
such termination, the Sponsor shall send a notice to the Borrower and the
Project Company stating that such termination has occurred.

      (c) If either Senior Lender disagrees with the information or calculations
provided by the Sponsor in a notice delivered under Section 2.04(b), such Senior
Lender shall provide notice thereof to the Sponsor and the other Senior Lender,
together with its basis for disagreement.

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -8-

      Section 2.05. Advances. If an Investment Overrun Loan cannot be fully
disbursed within the thirty (30) day period provided in Section 2.04 above,
then, in such event, the Sponsor shall provide such funds to the Borrower or the
Project Company, as the case may be, within five (5) days of the end of that
period, such payment to be in the form of unsecured, fully subordinated,
non-interest bearing advances, until such time as such advances are applied
toward the relevant Investment Overrun Loan.

      Section 2.06 [reserved].

      Section 2.07. Obligation of the Borrower and the Project Company. Each of
the Borrower and the Project Company shall take all actions necessary to cause
the effective implementation of the provisions of this Article II and shall
claim all monies to which it is entitled hereunder, all in a due and expeditious
manner.

      Section 2.08. Obligations of the Sponsor and the Borrower. The Sponsor,
the Project Company and the Borrower shall take any and all necessary steps to
ensure that each of the Borrower and the Project Company exercises all of its
rights and fulfills all of its obligations under this Article II, so as to
achieve a prompt and effective implementation of all of the provisions of this
Agreement.

      Section 2.09. Government Approvals. Failure to obtain any required
governmental consent shall not release the Borrower, the Project Company or the
Sponsor from or otherwise constitute a defense to the performance by any of them
of their respective obligations under this Article II. If any governmental
consent is not obtained in a timely manner (i.e., to allow disbursement of an
Investment Overrun Loan to the Project Company or to the Borrower as the case
may be, as provided herein), then the Sponsor shall cover the Investment Overrun
in such manner and in such place as the Senior Lenders shall direct.

      Section 2.10. Sponsor's Payments to the Senior Lenders. Each of the
Sponsor, the Borrower and the Project Company agrees that if the Sponsor pays
directly to IFC or FMO any monies otherwise payable by the Borrower, the Sponsor
shall be deemed to have paid such monies to the Senior Lenders at the request
and on behalf of the Borrower. Consequently, by payment of the monies to the
Senior Lenders directly and application of such monies to service the Loans, the
Sponsor shall not be subrogated to the Senior Lenders' rights in respect of the
Loans or the Senior Lenders' rights in respect of the Security in respect of
such payment; instead, these funds are recognized as subordinated long-term
loans or advances, as the case may be, from the Sponsor to the Borrower.

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -9-

                                   ARTICLE III

                                 SHARE RETENTION

      Section 3.01. Share Retention. (a) For so long as any part of the
principal of or interest on the IFC Loan and the FMO Loan or any other sums due
under the IFC Loan Agreement and the FMO Loan Agreement remain outstanding and
unpaid, the Sponsor agrees that it shall not, without obtaining the prior
written consent of the Senior Lenders, sell or in any manner dispose of, pledge
or encumber, or permit any sale or disposition or any encumbrance to exist over,
all or any portion of the shares of the Borrower which it now owns directly or
indirectly or may hereafter acquire directly or indirectly if, as a result of
such sale, disposition, pledge or encumbrance, its direct or indirect
shareholding in the share capital of the Borrower would fall below fifty-one per
cent (51%).

      (b) The Sponsor further agrees that it shall from time to time take such
action as shall be required on its part, including the exercise, to the extent
permitted by law, of its preemptive rights under the Borrower's Charter, to
maintain its direct or indirect shareholding in the Borrower at the minimum
level applicable to it specified in subparagraph (a) above.

      (c) For so long as any part of the principal of or interest on the IFC
Loan or the FMO Loan or any other sums due under the IFC Loan Agreement or the
FMO Loan Agreement remain outstanding and unpaid, each of the Borrower and the
Sponsor agrees that it shall not, without obtaining the prior written consent of
the Senior Lenders, sell or in any manner dispose of, pledge or encumber, or
permit any sale or disposition or any encumbrance to exist over, all or any
portion of the shares of the Project Company which it now owns directly or
indirectly or may hereafter acquire directly or indirectly if, as a result of
such sale, disposition, pledge or encumbrance, the aggregate direct or indirect
shareholding of the Borrower and the Sponsor in the share capital of the Project
Company would fall below ninety-nine and nine-tenths per cent (99.9%) prior to
the Merger Effective Date; provided, however, that the Sponsor further agrees
that, after the Merger Effective Date, it shall not, without obtaining the prior
written consent of the Senior Lenders, sell or in any manner dispose of, pledge
or encumber, or permit any sale or disposition or any encumbrance to exist over,
all or any portion of the shares of the Borrower which it now owns directly or
indirectly or may hereafter acquire directly or indirectly if, as a result of
such sale, disposition, pledge or encumbrance, its direct or indirect
shareholding in the share capital of the Borrower would fall below fifty-one per
cent (51%).

      (d) Each of the Borrower and the Sponsor further agrees that it shall from
time to time take such action as shall be required on its part, including the

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -10-

exercise, to the extent permitted by law, of its preemptive rights under the
Project Company's Charter, to maintain its direct or indirect shareholding in
the Project Company such that the aggregate shareholding of the Borrower and the
Sponsor shall remain at the minimum level specified in subparagraph (c) above.

      Section 3.02. Implementation of Retention of Shares. (a) The Borrower
covenants with the Senior Lenders that, to the extent permitted by law, it shall
not recognize any purported sale, transfer, assignment, pledge, encumbrance or
other disposition of any shares directly or indirectly owned by the Sponsor in
the capital of the Borrower in violation of this Article III, and shall in any
event notify the Senior Lenders promptly upon receipt of any request to register
or record any transfer of shares held directly or indirectly by the Sponsor.

      (b) The Project Company covenants with the Senior Lenders that, to the
extent permitted by law, it shall not recognize any purported sale, transfer,
assignment, pledge, encumbrance or other disposition of any shares directly or
indirectly owned by the Borrower in the capital of the Project Company in
violation of this Article III, and shall in any event notify the Senior Lenders
promptly upon receipt of any request to register or record any transfer of
shares held directly or indirectly by the Borrower.

      Section 3.03. Further Obligations. (a) Each of the Borrower, the Project
Company and the Sponsor shall take all such action as shall be necessary to
cause the effective implementation of the relevant provisions of this Article
III, including registration of this Agreement on its books and registration with
or notification to the appropriate Authority, if any.

      (b) Each of the Borrower, the Project Company, and the Sponsor covenants
with the Senior Lenders that it shall promptly notify the Senior Lenders of any
change in the Borrower's or the Project Company's shareholding structure, as the
case may be, resulting from the admission of a new shareholder and/or the exit
of a shareholder.

      Section 3.04. IFC Tag-along Rights. (a) If one or more Shareholders (for
purposes of this Article III, the "Offering Shareholders") propose to make or
permit any sale ("Control Transfer") of their shares in the capital of the
Borrower (for purposes of this Article III, the "Disposition Shares"), then
prior to any such Control Transfer, the Offering Shareholders shall provide for
IFC the right to sell the IFC Shares on a pro rata basis.

      (b) The Offering Shareholders shall by written notice provide IFC with all
relevant information concerning the Control Transfer at least sixty (60) days
prior to any such Control Transfer in order to enable IFC to exercise its
rights.

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -11-

      (c) At least thirty (30) days before any Control Transfer takes place, the
Offering Shareholders shall obtain from the proposed purchaser and deliver to
IFC an offer in writing (such offer to be irrevocable for thirty (30) days and
to state the price as well as the other terms and conditions for the proposed
purchase) (the "Purchase Offer") to purchase, at IFC's sole discretion, the
relevant IFC Shares.

      (d) Each Purchase Offer shall be made at a per IFC Share price ("Per Share
Offer Price") equal to the highest price per share offered by the proposed
purchaser to the Offering Shareholders for the Disposition Shares.

      (e) Each Purchase Offer shall in all other respects be on the same terms
and conditions (including, without limitation, closing dates and whether payment
is made in cash or securities) as the proposed purchaser has offered to purchase
the Disposition Shares; provided, however, that IFC may, at its sole discretion,
require that its Shares be purchased and paid for in cash. If IFC elects to be
paid in cash, it shall notify the Offering Shareholders and the proposed
purchaser at least ten (10) days in advance of the proposed sale date.

      (f) IFC shall have thirty (30) days from the receipt of any Purchase Offer
in which to accept, at IFC's sole discretion, the offer for the relevant IFC
Shares.

      (g) The Offering Shareholders shall notify IFC immediately if the Control
Transfer will not take place on any proposed closing date. IFC shall have no
obligation to proceed with the sale of the IFC Shares even after acceptance of a
Purchase Offer, if the Control Transfer will not occur at the same time as the
sale of IFC's Shares.

      (h) The decision by IFC not to exercise its right to sell the IFC Shares
in respect of any Purchase Offer shall not:

            (i)   impair or affect the exercise of such right by IFC in respect
                  of any future Control Transfer or Purchase Offer; or

            (ii)  release the Offering Shareholders from their obligations under
                  this Agreement.

                                   ARTICLE IV

                     SUBORDINATION AND DEFERMENT PROVISIONS

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -12-

      Section 4.01. Fee Subordination. Notwithstanding any provision to the
contrary contained in the Technical Assistance Agreement, until the Loans have
been irrevocably paid in full and the Senior Lenders are under no further
obligation (actual or contingent) to make Disbursements of the Loans under the
Loan Agreements, each of the Project Company and the Sponsor agrees with the
Senior Lenders that the Subordinated Fees and the rights and remedies of the
Sponsor in respect thereof (i) shall be subordinated, on the terms set out in
this Agreement, to the Loans and to the rights and remedies of the Senior
Lenders in respect thereof and (ii) shall at all times remain subject to the
terms and conditions set forth below.

      Section 4.02. Terms of Subordination and Deferral.

      (a) The Subordinated Fees to be paid in any year shall not exceed at any
time four hundred twenty thousand Dollars ($420,000).

      (b) The Subordinated Fees shall be paid annually no earlier than thirty
days after the Interest Payment Date falling due either in March or September of
the relevant year under the Loan Agreements, subject to the provisions of
Section 4.02(c) below.

      (c) Payments of Subordinated Fees shall only be made (and shall otherwise
be deferred) if the Borrower and the Project Company, no earlier than sixty (60)
days nor later than thirty (30) days prior to doing so, certify to the Senior
Lenders in writing that:

            (i)   no Event of Default or Potential Event of Default has occurred
                  and is continuing; and

            (ii)  the following requirements would be met immediately after
                  giving effect to any such action:

                  (A)   the Borrower's Current Ratio would be at least 1.0; and

                  (B)   the Borrower's Long-term Debt to Equity Ratio would not
                        exceed 2.0; and

                  (C)   the Borrower's Debt Service Coverage Ratio would not be
                        less than 1.4;

provided always that the Project Company and the Borrower shall not make any
payments of Subordinated Fees if, after giving effect to such payment, the
Project

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -13-

Company and the Borrower could not certify the matters referred to in Sections
4.02 (c) (i) and (ii).

      (d) Any payments of Subordinated Fees which are deferred pursuant to
Section 4.02(c) shall be paid no earlier than thirty (30) days after the next
Interest Payment Date on which, and to the extent that, the conditions and
requirements for such payment set out herein have been met. Any such payments of
Subordinated Fees so deferred shall not accrue any interest.

      (e) All amounts payable in respect of the Subordinated Fees shall be fully
subordinated, in payment and in liquidation or bankruptcy of the Project Company
and the Borrower, in accordance with the provisions of this Agreement, to all
amounts payable in respect of the Loans.

      Section 4.03. Terms of Subordination. (a) The Project Company shall not
create or permit to subsist, and the Sponsor shall not receive or permit to
subsist, any security interest over any of the Project Company's assets in
respect of all or any part of the Subordinated Fees.

      (b) Upon any distribution of assets in connection with any dissolution,
winding up, liquidation or reorganisation of the Project Company (whether in
bankruptcy, insolvency or receivership proceedings) or upon an assignment for
the benefit of creditors of the Project Company:

            (i)   the Loans shall first be paid in full before any payments are
                  made in respect of the Subordinated Fees; and

            (ii)  the Sponsor shall use its best efforts to ensure that any
                  payment or distribution of assets of the Project Company of
                  any kind or character, whether in cash, property or
                  securities, to which the Sponsor would be entitled in respect
                  of any Subordinated Fees except for these provisions, shall
                  instead be paid by the person making such payment or
                  distribution, whether a court or trustee in bankruptcy, a
                  receiver or liquidating trustee or other court, trustee or
                  agent, directly to the Senior Lenders until the Loans have
                  been paid in full.

      (c) If for any reason whatsoever the Sponsor receives:

            (i)   any payment or distribution in respect of any Subordinated
                  Fees contrary to the provisions set out above; or

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -14-

            (ii)  any benefit by way of the operation of any mandatory set-off
                  required under any applicable law,

then the Sponsor shall hold such payment or distribution or benefit in trust for
and on behalf of the Senior Lenders, promptly notify the Senior Lenders of the
receipt of such payment or distribution or benefit and promptly (in the case of
a payment or distribution received) pay the amount of such payment or
distribution or (in the case of a benefit received) pay an amount in Dollars
equal to the value of such benefit, to the Senior Lenders or, if the Senior
Lenders so elect, to any person nominated by the Senior Lenders, to hold for the
account of the Senior Lenders.

      (d) Until the Loans have been irrevocably paid in full, the Sponsor shall
not, except with the prior written consent of the Senior Lenders:

            (i)   except as payment thereof is otherwise permitted hereunder,
                  seek to enforce payment of any Subordinated Fees by execution
                  or otherwise, or obtain the benefit of any security or
                  exercise any other rights or legal remedies of any kind which
                  may accrue to the Sponsor against the Project Company, whether
                  by way of subrogation, offset, counterclaim or otherwise, in
                  respect of the amount so payable or so paid (or in respect of
                  any other moneys for the time being due to the Sponsor from
                  the Project Company); or

            (ii)  initiate or support or take any steps with a view to any
                  bankruptcy, insolvency, reorganization or dissolution
                  proceedings in respect of the Project Company.

      (e) Except as payment thereof is otherwise permitted hereunder, the
Sponsor shall not set-off, assert any counter claim in respect of, or otherwise
reduce any amounts the payment of which is required to be deferred under the
provisions of this Agreement.

      (f) No Subordinated Fees or right, title or interest therein shall be
assigned or transferred, in whole or in part, by the Sponsor (and the Project
Company shall not register, recognize or otherwise acknowledge such assignment
or transfer) without the prior written consent of the Senior Lenders (such
consent not to be unreasonably withheld), it being understood that it shall be a
precondition to any such consent that the proposed assignee or transferee of
such Subordinated Fees or right, title or interest therein agrees in an
instrument in form and substance acceptable to the Senior Lenders to be fully
bound by the terms of this Article IV.

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -15-

      Section 4.04. Credit Line Agreement. Notwithstanding any provision to the
contrary contained in the Credit Line Agreement, until the Loans have been
irrevocably paid in full and the Senior Lenders are under no further obligation
(actual or contingent) to make Disbursements, each of the Project Company and
the Borrower agrees with the Senior Lenders that all principal and interest
payments under the Credit Line Agreement shall at all times be deferred and
subordinated, on the terms set out in the Credit Line Agreement.

                                    ARTICLE V

                                MERGER GUARANTEE

      Section 5.01. The Merger. (a) Notwithstanding any other rights of the
Senior Lenders elsewhere in this Agreement, the Sponsor irrevocably, absolutely
and unconditionally, as primary obligor and not merely as surety, guarantees the
due and punctual payment of the Guaranteed Obligations if the Merger Effective
Date shall not have occurred by the Merger Deadline Date.

      (b) If the Merger Effective Date shall not have occurred by the Merger
Deadline Date, the Sponsor shall forthwith upon demand by the Senior Lenders pay
to the Senior Lenders in full the outstanding amounts of the Guaranteed
Obligations.

      Section 5.02. No Set-off. All payments, which the Sponsor is required to
make under this Guarantee, shall be made without any set-off, counterclaim or
condition.

      Section 5.03. Taxes. (a) The Sponsor shall pay or cause to be paid all
present and future taxes, duties, fees and other charges of whatsoever nature,
if any, now or in the future levied or imposed by the United States of America,
the United Mexican States, or by any Authority of the foregoing, or by any
organization of which either of the foregoing is a member or any jurisdiction
through or out of which a payment is made, on or in connection with the payment
of any and all amounts due under the Guarantee.

      (b) All payments due under the Guarantee shall be made without deduction
for or on account of any such taxes, duties, fees or other charges.

      (c) If the Sponsor is prevented by operation of law or otherwise from
making or causing to be made such payments without deduction, the amounts due
under the Guarantee shall be increased, and the Sponsor shall pay such amount as
may be necessary so that each of the Senior Lenders receive the full amount it
would have received (taking into account any such taxes, duties, fees or other

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<PAGE>
                                      -16-

charges payable on amounts payable by the Sponsor under this subsection) had
such payments been made without such deduction.

      (d) If subsection (c) above applies and the Senior Lenders so require, the
Sponsor shall deliver to the Senior Lenders official tax receipts evidencing
payment (or certified copies of them) within thirty (30) days of the date of
payment.

      Section 5.04. Certificate Conclusive. A certificate of the Senior Lenders
stating that (i) the Merger Effective Date has not occurred by the Merger
Deadline Date, or (ii) the Guaranteed Obligations are due and payable, or (iii)
any amount is due and payable by the Sponsor under the Guarantee, or (iv) any
combination of the foregoing, shall be conclusive in the absence of manifest
error.

      Section 5.05. Application of Payments. Each of the Senior Lenders may
apply any amounts received by it or recovered under (i) any of the Security and
(ii) any other document or agreement which is a security for any of the
Guaranteed Obligations and any other moneys, in such manner as it determines in
its absolute discretion.

      Section 5.06. Allocation. If the Sponsor at any time pays to the Senior
Lenders an amount less than the full amount of the Guaranteed Obligations then
due and payable to the Senior Lenders under the Guarantee, the Senior Lenders
may allocate and apply such payment in any way or manner and for such purpose or
purposes as the Senior Lenders in their sole discretion determines,
notwithstanding any instruction that the Sponsor might give to the contrary.

      Section 5.07. Increase in the Guaranteed Obligations. The obligations of
the Sponsor under the Guarantee shall extend to any increase in the Guaranteed
Obligations as a result of (i) any amendment, supplement, renewal or replacement
of any Transaction Document or (ii) the occurrence of any other thing,
regardless of whether the Sponsor is aware of, consented to or is given notice
of any alteration, variation, amendment, supplement, renewal or replacement of
any Transaction Document or the occurrence of such other thing.

      Section 5.08. Waiver of Defenses. The Sponsor's obligations under the
Guarantee shall be irrevocable, absolute and unconditional, irrespective of, and
shall not be affected or impaired by, any act, omission, circumstance (other
than complete payment of the Guaranteed Obligations), matter or thing which, but
for this provision, would reduce, release or prejudice any of its obligations
under the Guarantee or which might otherwise constitute a legal or equitable
discharge or defense of a surety or a guarantor, including (whether or not known
to the Sponsor or to the Senior Lenders):

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -17-

      (a) any time, waiver, composition, forbearance or concession given to the
Borrower or any other person;

      (b) any assertion of, or failure to assert, or delay in asserting, any
right, power or remedy against the Borrower or any other person, or in respect
of any security for the Guaranteed Obligations;

      (c) any taking, exchange, release or non-perfection of any of the
Security, or any taking, release or amendment or waiver of or consent to
departure from any other guarantee, for all or any of the Guaranteed
Obligations;

      (d) any manner of application of the Security, or proceeds thereof, to all
or any of the Guaranteed Obligations, or any manner of sale or other disposition
of any collateral for all or any of the Guaranteed Obligations under the
Transaction Documents;

      (e) any amplification, amendment (however fundamental), variation or
replacement of the provisions of any Transaction Document or of any other
agreement or security between the Senior Lenders and the Project Company or the
Borrower;

      (f) any failure of the Project Company, the Borrower or the Sponsor to
comply with any requirement of any law, regulation or order;

      (g) any change, restructuring, reorganization or termination of the legal
status, structure or ownership of the Project Company, the Borrower or the
Sponsor;

      (h) the occurrence and/or continuance of any bankruptcy, reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency,
liquidation or similar proceedings with respect to the Project Company, the
Borrower or the Sponsor;

      (i) any purported or actual assignment of the Guaranteed Obligations by
the Senior Lenders to any other party;

      (j) the Loan Agreements or any other Transaction Document being in whole
or in part illegal, void, voidable, avoided, invalid, unenforceable or otherwise
of limited force and effect; or

      (k) any other circumstance howsoever caused or arising and whether or not
similar to any of the foregoing (other than payment in full of the Loans by the
Borrower or the Sponsor in accordance with the Loan Agreements and this

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -18-

Agreement) which might otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor.

      Section 5.09. Immediate Recourse. The Sponsor waives any right it may have
of first requiring the Senior Lenders to proceed against or enforce any other
rights or security or claim payment from any person before claiming from the
Sponsor under the Guarantee.

      Section 5.10. Subrogation. If any amounts have become payable or have been
paid by the Sponsor under the Guarantee, the Sponsor shall not, in respect of
such monies, seek to enforce repayment, obtain the benefit of any security or
exercise any other rights or legal remedies of any kind which may accrue to the
Sponsor against the Borrower, whether by way of subrogation, offset,
counterclaim or otherwise, whether or not such rights or legal remedy arise in
equity or under contract, statute or common law, in respect of the amount so
payable or so paid (or in respect of any other monies for the time being due to
the Sponsor from the Borrower) if and for so long as any monies which are owing
to the Senior Lenders under the Loan Agreements or any other Transaction
Documents remain unpaid or outstanding. The Sponsor shall hold in trust for, and
forthwith pay or transfer to, the Senior Lenders any payment or distribution or
benefit of security received by it contrary to this Section 5.10.

      Section 5.11. Appropriation of Moneys. Until all of the Guaranteed
Obligations have been irrevocably paid in full, the Senior Lenders may:

      (a) refrain from applying or enforcing any other moneys, security or
rights held or received by the Senior Lenders in respect of the Guaranteed
Obligations, or apply and enforce the same in such manner and order as the
Senior Lenders sees fit (whether against the Guaranteed Obligations or
otherwise) and the Sponsor shall not be entitled to the benefit of the same; and

      (b) hold and keep for such time as the Senior Lenders think prudent any
monies received, recovered or realized under this Guarantee, to the credit of
the Sponsor or such other person or persons as the Senior Lenders see fit.

      Section 5.12. Default Interest. Without limiting the remedies available to
the Senior Lenders under this Agreement or otherwise, if the Sponsor fails to
pay any amount payable by it pursuant to this Article V on or before its due
date as specified in this Agreement or, if not so specified, as notified by the
Senior Lenders to the Sponsor, the Sponsor shall pay, in respect of the amount
of such payment due and unpaid, interest at the rate of two per cent (2%) per
annum plus the applicable interest rate in accordance with the Loan Agreements,
from the date any such payment became due until the date of actual payment (as
well after as before judgment). Such interest shall be payable on demand.

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -19-

      Section 5.13. Continuing Guarantee. (a) The Guarantee is a continuing
obligation of the Sponsor, and shall remain in full force and effect until the
earlier of (i) the Merger Effective Date, and (ii) the payment in full of all
amounts owing to the Senior Lenders under the Loan Agreements.

      (b) The Guarantee shall be an additional, separate and independent
obligation of the Sponsor and shall survive the termination of any Transaction
Document. For the avoidance of doubt, the parties acknowledge that the
obligations of the Sponsor under this Article V (i) are separate from the
Sponsor's obligations under the Sponsor Guarantee Agreement and (ii) shall be
unaffected by any provisions of the Sponsor Guarantee Agreement or any amounts
paid by the Sponsor thereunder.

      (c) The Sponsor's obligations under the Guarantee can be discharged only
by performance and then only to the extent of such performance. The Sponsor's
obligations are not subject to, and the Sponsor hereby waives the requirement
for, any prior notice to, protest, demand upon or action against the Borrower or
the Project Company, or any prior notice to the Sponsor with regard to any
default by the Borrower or the Project Company.

      (d) At any time prior to the Merger Effective Date, the Guarantee shall
continue to be effective, or be reinstated, as the case may be, if at any time
any payment of a Guaranteed Obligation is rescinded or must otherwise be
returned by the Senior Lenders or any other Person as a result of a court order
or otherwise upon the insolvency, bankruptcy or reorganization of any Person, as
though such payment had not been made.

                                   ARTICLE VI

                                    COVENANTS

      Section 6.01. Covenants of the Sponsor. (a) The Sponsor shall promptly
notify the Senior Lenders (x) in the event the Borrower or the Project Company
receives a notification, fine, warning or other communication from the GoM with
respect to noncompliance by the Project Company with the terms of the Concession
Agreement, (y) if the Project Company fails to exercise any of its rights under
the Concession Agreement for a period of thirty (30) days, or (z) of any other
action which, pursuant to the terms of the Concession Agreement, if left
unresolved or with the passage of time, could result in the termination,
suspension or revocation of the Concession Agreement;

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -20-

      (b) The Sponsor shall cause each of the Borrower and the Project Company
to comply with its obligations under the Project Documents; provided, however,
that the Sponsor shall only be liable under this Section 6.01(b) to the extent
of any damage, cost or liability or other claim that results from the willful
misconduct or gross negligence of the Sponsor; provided, further, that nothing
in this Section 6.01(b) is intended to expand the Sponsor's financial
obligations beyond those set forth in Article II;

      (c) The Sponsor shall manage the Project Company as a Reasonable and
Prudent Manager and in accordance with Accepted Industry Practices from the date
the Sponsor receives a notice of acceleration from the Senior Lenders pursuant
to Section 7.01 of the Loan Agreements until a new operator for the Project is
approved by GoM; provided, however, the Senior Lenders shall reimburse and
indemnify the Sponsor for all reasonable and documented out-of-pocket expenses
incurred by the Sponsor in the management of the Project Company pursuant to the
provisions of this Section 6.01(c). For purposes of this subsection, the term
"Reasonable and Prudent Manager" shall mean a person performing in good faith
its contractual obligations in accordance with Accepted Industry Practices, and
in so doing in the general conduct of its business, exercising the degree of
skill, diligence, prudence, foresight and commercial judgment which would be
expected from a skilled and experienced railroad operator under the same or
similar circumstances and conditions; and the term "Accepted Industry Practices"
shall mean practices, methods and acts that are used and generally accepted
internationally in the railroad industry (including practices, methods and acts
which are applicable having regard to the type and size of the Project, its
design and configuration and its geographic location) as applicable to the
management of a project which is similar to the Project in accordance with all
applicable laws and with safety, reliability, efficiency and economy.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

      Section 7.01. Representations and Warranties. Each of the Sponsor, the
Project Company and the Borrower hereby represents and warrants exclusively for
itself that:

      (a) it is a company duly incorporated and validly existing under the laws
of the jurisdiction of its incorporation and has the corporate power to own its
assets, conduct its business as presently conducted and has the power to enter
into, deliver and perform all of its obligations under this Agreement;

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -21-

      (b) this Agreement has been duly authorized, executed and delivered by it
and constitutes its valid and legally binding obligation;

      (c) the execution, delivery and performance of this Agreement will not
conflict with or result in a breach of any of the terms, conditions or
provisions of, or constitute a default or require any consent under, any
indenture, mortgage, agreement or other instrument or arrangement to which it is
a party or by which its assets are bound, its Charter or any Authorization,
judgment, decree or order or any law, statute, rule or regulation applicable to
it; and

      (d) it has obtained all Authorizations required under applicable laws,
regulations, decrees or orders of or in any applicable jurisdiction in
connection with the execution, delivery, performance, validity and
enforceability of this Agreement and that all such Authorizations are in full
force and effect.

      Section 7.02. Senior Lenders' Reliance. (a) Each of the Sponsor, the
Project Company and the Borrower acknowledges that it makes the representations
and warranties in this Article VII exclusively for itself with the intention of
inducing the Senior Lenders to enter into the Loan Agreements and that the
Senior Lenders enter into the Loan Agreements and this Agreement on the basis
of, and in full reliance on, each of such representations and warranties.

      (b) Each of the Sponsor, the Project Company and the Borrower represents
and warrants exclusively for itself to the Senior Lenders that each of such
representations is true and correct in all material respects as of the date of
this Agreement and that none of them omits any matter the omission of which
makes any of such representations materially misleading.

      Section 7.03. Rights and Remedies not Limited. The Senior Lenders' rights
and remedies in relation to any misrepresentation or breach of warranty on the
part of any of the Sponsor, the Project Company and the Borrower are not
prejudiced:

      (a) by any investigation by or on behalf of the Senior Lenders into the
affairs of the Sponsor, the Project Company or the Borrower;

      (b) by the execution or the performance of the Loan Agreements or this
Agreement; or

      (c) by any other act or thing which may be done by or on behalf of the
Senior Lenders in connection with the Loan Agreements or this Agreement and
which might, apart from this Section, prejudice such rights or remedies.

                                  ARTICLE VIII

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -22-

                                  MISCELLANEOUS

      Section 8.01. Senior Lenders' Prerogative. The parties to this Agreement
hereby acknowledge that it is the prerogative of the Senior Lenders to call for
the provision of funds to the Project Company to meet an Investment Overrun in
accordance with Article II hereof, and that the Senior Lenders, shall not have
any obligation to do so and shall not be liable to any party hereto for any
action taken or not taken by it under this Agreement.

      Section 8.02. Notices. Any notice, request or other communication to be
given or made under this Agreement shall be in writing and may be delivered by
hand, airmail, facsimile or established courier service to the party's address
specified below or at such other address as such party notifies to the other
party from time to time, and will be effective upon receipt.

      For the Borrower:

            GW Servicios, S.A. de C.V.
            Calle 43 429-C
            Col. Industrial
            Merida, Yucatan
            97000
            Mexico

            Alternative address for communications by facsimile:

                  011-529-930-2543

      For the Project Company:

            Compania de Ferrocarriles Chiapas-Mayab, S.A. de C.V.
            Calle 43 429-C
            Col. Industrial
            Merida, Yucatan
            97000
            Mexico

            Alternative address for communications by facsimile:

                  011-529-930-2543

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -23-

      For the Sponsor:

            Genesee & Wyoming, Inc.
            66 Field Point Road
            Greenwich, CT 06830

            Alternative address for communications by facsimile:

                  (203) 661-4106

      For FMO:

            Nederlandse Financierings-Maatschappij
            voor Ontwikkelingslanden N.V.
            Anna van Saksenlaan 71
            2593 HW The Hague
            The Netherlands

            Attention: Latin America and Caribbean Department

            Alternative address for communications by facsimile:

            Facsimile:  (31) 70 314-9757

      For IFC:

            International Finance Corporation
            2121 Pennsylvania Avenue, N.W.
            Washington, D.C. 20433
            United States of America

            Attention: Director, Infrastructure Department

            Alternative address for communications by facsimile:

                  (202) 974-4310

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -24-

      Section 8.03. Successors. This Agreement shall bind and inure to the
benefit of the permitted assignees and successors of the parties. However, none
of the parties hereto other than the Senior Lenders may assign or transfer any
of its rights or obligations hereunder without the prior written consent of the
Senior Lenders. Any purported assignment or transfer in violation of this
Section shall be null and void.

      Section 8.04. Expenses. Each of the Borrower, the Project Company and the
Sponsor shall pay to the Senior Lenders or as the Senior Lenders may direct the
reasonable costs and expenses incurred by the Senior Lenders in relation to the
enforcement or protection or attempted enforcement or protection of its rights
under this Agreement against the Sponsor, the Project Company or the Borrower,
as the case may be, including legal and other professional consultants fees on a
full indemnity basis.

      Section 8.05. Severability. Any obligation of any party under this
Agreement which is void, illegal or unenforceable in any jurisdiction is
ineffective only in that jurisdiction and in respect of such party and does not
affect the validity, legality or enforceability of that obligation in any other
jurisdiction or of the remaining obligations of the such party or the
obligations of the other parties, as the case may be, in that or any other
jurisdiction.

      Section 8.06. Applicable Law and Jurisdiction. (a) This Agreement is
governed by, and shall be construed in accordance with, the laws of the State of
New York, United States of America.

      (b) Each of the parties hereby irrevocably submits to the jurisdiction of
any court of the United States of America located in the Southern District of
New York in any action or proceeding arising out of or relating to this
Agreement. By the execution and delivery of this Agreement each of the parties
hereby irrevocably submits to the jurisdiction of any such court and, except as
otherwise provided in Section 8.06 (e), hereby irrevocably waives the benefit of
jurisdiction derived from present or future domicile or otherwise in any such
action or proceeding; provided, that IFC's submission to jurisdiction as set
forth above does not constitute any waiver of its immunities under its Articles
of Agreement.

      (c) Each of the Borrower, the Project Company and the Sponsor hereby
irrevocably designates, appoints and empowers CT Corporation System, 111 Eighth
Avenue, 13th Floor, New York, New York 10011, United States of America, as its
authorized agent to receive for and on its behalf service of summons or other
legal process in any such action or proceeding in New York, New York, United
States of America. Each of the Borrower, the Project Company and the Sponsor
agrees that the failure of such agent to give notice to the Borrower, the
Company or the Sponsor, as the case may be, of any such

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -25-

service shall not impair or affect the validity of such service or of any
judgment rendered in any action or proceeding based thereon. Each of the
Borrower, the Project Company and the Sponsor further irrevocably consents to
the service of process out of any such court by mailing copies thereof by
registered United States air mail postage prepaid to the Borrower, the Project
Company or the Sponsor at its address specified herein. Final judgment against
the Borrower, the Project Company or the Sponsor in any such action, suit or
proceeding shall be conclusive and may be enforced in any other jurisdiction,
including Mexico, by suit on the judgment, a certified or exemplified copy of
which shall be conclusive evidence of the fact. Nothing herein shall affect the
right of the Senior Lenders to serve process upon the Borrower, the Project
Company or the Sponsor in any manner authorized by the laws of any such other
jurisdiction.

      (d) Each of the parties hereby irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this
Agreement brought in the courts of the United States of America located in the
Southern District of New York and hereby further irrevocably waives, to the
fullest extent permitted by law, any claim that any such suit, action or
proceeding brought in any such court has been brought in any inconvenient forum.
Each of the Borrower, the Project Company and the Sponsor further covenants and
agrees that, as long as this Agreement is in force, it shall maintain a duly
appointed agent for the service of summons and other legal process in New York,
New York, United States of America, for purposes of any legal action or
proceeding brought by the Senior Lenders in respect of this Agreement and shall
keep the Senior Lenders advised of the identity and location of such agent.

      (e) Each of the Borrower, the Project Company and the Sponsor hereby
irrevocably agrees that any legal action, suit or proceeding arising out of or
relating to this Agreement may be brought in the courts of the Federal District
of Mexico at the election of the Senior Lenders, without any requirement that
IFC submit, based upon Article VI, Section 11 of the Articles of Agreement of
IFC, to the jurisdiction of such courts in connection with any legal action,
suit or proceeding arising out of or relating to this Agreement that may be
brought at the election of the Borrower, the Project Company or the Sponsor. By
the execution and delivery of this Agreement, each of the Borrower, the Project
Company and the Sponsor hereby irrevocably submits to the jurisdiction of any
such court and hereby irrevocably waives the benefit of jurisdiction derived
otherwise in any such action, suit or proceeding. Nothing in this Agreement
constitutes a waiver by either Senior Lender of any immunity to which IFC may be
entitled under the Articles of Agreement establishing IFC or to which either
Senior Lender may be entitled under applicable law.

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -26-

      (f) Each of the Borrower, the Project Company and the Sponsor irrevocably
waives to the fullest extent permitted by applicable law any and all rights to
demand a trial by jury in any action, suit or proceeding brought against the
Borrower, the Project Company or the Sponsor by the Senior Lenders.

      (g) To the extent that any of the Borrower, the Project Company and the
Sponsor may be entitled in any jurisdiction to claim for itself or its assets
immunity in respect of its obligations under this Agreement from any suit,
execution, attachment (whether provisional or final, in aid of execution, before
judgment or otherwise) or other legal process or to the extent that in any
jurisdiction such immunity (whether or not claimed) may be attributed to it or
its assets, it irrevocably agrees not to claim and irrevocably waives such
immunity to the fullest extent permitted by the laws of such jurisdiction.

      (h) Each of the Borrower, the Project Company and the Sponsor hereby
acknowledges that IFC shall be entitled under applicable law, including the
provisions of the International Organizations Immunities Act, to immunity from a
trial by jury in any action, suit or proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby brought against IFC in
any court of the United States of America. Each of the Borrower, the Project
Company and the Sponsor hereby waives any and all rights to demand a trial by
jury in any action, suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby, brought against a Senior
Lender in any forum in which such Senior Lender is not entitled to immunity from
a trial by jury.

      (i) To the extent that any of the Borrower, the Project Company and the
Sponsor may, in any suit, action or proceeding brought in any of the courts
referred to in subsection (b) above or elsewhere (other than a court in Mexico)
arising out of or in connection with this Agreement be entitled to the benefit
of any provision of law requiring the Senior Lenders in such suit, action or
proceeding to post security for the costs of the Borrower, the Project Company
or the Sponsor (cautio judicatum solvi), or to post a bond or to take similar
action, each of the Borrower, the Project Company and the Sponsor hereby
irrevocably waives such benefit, in each case to the fullest extent now or in
the future permitted under the laws of the jurisdiction in which such court is
located.

      Section 8.07. Amendments, Waivers and Consents. Any amendment or waiver
of, or any consent given under, any provision of this Agreement shall be in
writing and, in the case of an amendment, signed by the parties.

      Section 8.08. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -27-

      Section 8.09. Termination of Agreement. This Agreement shall continue in
force until all monies payable under the IFC Loan Agreement and the FMO Loan
Agreement have been fully paid in accordance with the provisions thereof.

      Section 8.10. IFC's Liability. IFC will not be liable to any other party
to this Agreement for any action taken or not taken by it under this Agreement
nor shall the failure by either the Senior Lenders to exercise any of its rights
hereunder release any party from its obligation under any of the Transaction
Documents.

      Section 8.11. Conditions to Effectiveness. The amendment and restatement
of the Original Financial Support Agreement contemplated by this Agreement shall
become effective only upon the fulfillment of the conditions of effectiveness
set forth in Section 5.01 of each of the Loan Agreements (except, in the case of
Section 5.01(a), the effectiveness of this Agreement and the other Transaction
Documents listed therein, it being the parties' intent that all of such
documents shall become effective simultaneously). Prior to the fulfillment
thereof, the Original Financial Support Agreement shall remain in full force and
effect.

      Section 8.12. Escrow Agreement. Upon the effectiveness of this Agreement
(as set forth in Section 8.11), the Borrower, the Project Company and the Senior
Lenders shall take all action necessary to terminate the Escrow Account
Agreement dated December 5, 2000 among Bank of New York, the Project Company and
the Senior Lenders. Expenses of the Senior Lenders, if any, incurred in
connection therewith shall be paid by the Borrower.

      Section 8.13. Pre-Existing Deficiency Loans. Notwithstanding the amendment
and restatement of the Original Financial Support Agreement contemplated by this
Agreement, the Existing Deficiency Loan Agreements (as amended, as described in
Section 5.01(j) of each of the Loan Agreements) shall (i) remain in full force
and effect and (ii) be unaffected by any amendments made to the terms of the
Original Financial Support Agreement hereby.

                            -signature pages follow-

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -28-

      IN WITNESS WHEREOF, the parties hereto, acting through their duly
Authorized Representatives, have caused this Agreement to be signed in their
respective names as of the day and year first above written.

                                              GENESEE &WYOMING, INC.

                                              By:    ___________________________
                                              Name:  ___________________________
                                              Title: ___________________________

                                              GW SERVICIOS, S.A. DE C.V.

                                              By:    ___________________________
                                              Name:  ___________________________
                                              Title: ___________________________

                                              COMPANIA DE FERROCARRILES CHIAPAS-
                                              MAYAB, S.A. DE C.V.

                                              By:    ___________________________
                                              Name:  ___________________________
                                              Title: ___________________________

                                              NEDERLANDSE FINANCIERINGS-
                                              MAATSCHAPPIJ VOOR
                                              ONTWIKKELINGSLANDEN N.V.

                                              By:    ___________________________
                                              Name:  ___________________________
                                              Title: ___________________________

                Amended and Restated Financial Support Agreement

<PAGE>
                                      -29-

                                              INTERNATIONAL FINANCE CORPORATION

                                              By:    ___________________________
                                              Name:  ___________________________
                                              Title: ___________________________

                Amended and Restated Financial Support Agreement

<PAGE>

                                                                      SCHEDULE 1
                                                                     Page 1 of 3

                 FORM OF NOTICE: INVESTMENT OVERRUN OBLIGATIONS

  (See Section 2.04(b) of the Amended and Restated Financial Support Agreement)

                             [Sponsor's Letterhead]

                                                                          [Date]

International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America

Attention: Director, Infrastructure Department

Nederlandse Financierings-Maatschappij
voor Ontwikkelingslanden N.V.
Anna van Saksenlaan 71
2593 HW The Hague
The Netherlands

Attention: Latin American and Caribbean Department

Ladies and Gentlemen:

      1. Please refer to (i) the Amended and Restated Financial Support
Agreement (the "Financial Support Agreement") dated December 5, 2000, as amended
and restated as of March 15, 2005, among GW Servicios, S.A. de C.V. (the
"Borrower"), Compania de Ferrocarriles Chiapas-Mayab, S.A. de C.V. (the "Project
Company"), Genesee & Wyoming, Inc. (the "Sponsor"), Nederlandse
Financierings-Maatschappij voor Ontwikkelingslanden N.V. ("FMO") and
International Finance Corporation ("IFC"); and (ii) the Sponsor Guarantee
Agreement (the "Sponsor Guarantee Agreement") dated as of March 15, 2005, among
the Sponsor, FMO and IFC. Unless otherwise specified, terms defined in the
Financial Support Agreement have their defined meanings whenever used in this
notice.

      2. For the purpose of Section 2.04(b) of the Financial Support Agreement,
the Sponsor certifies the following:

                Amended and Restated Financial Support Agreement

<PAGE>

                                                                      SCHEDULE 1
                                                                     Page 2 of 3

[in any certification under Section 2.04(b), insert whichever of the following
is applicable]

            (i) The Sponsor has not made any payments under the Sponsor
      Guarantee Agreement and no such payments have been demanded by either
      Senior Lender;

            [or]

            (i) The Sponsor has made payments under the Sponsor Guarantee
      Agreement to a Senior Lender on the dates and in the amounts indicated
      below:

<TABLE>
<CAPTION>
Date                          Paid to                      Amount
----                          ---- --                      ------
<S>                           <C>                          <C>
_____________________         _____________________        _____________________
_____________________         _____________________        _____________________
_____________________         _____________________        _____________________
_____________________         _____________________        _____________________
</TABLE>

                                                        TOTAL: _____________

[in the case of a certification under Section 2.04(b)(i), insert the following]

            (ii) prior to the date hereof, the total of the aggregate payments
      made by the Sponsor under the Sponsor Guarantee Agreement is equal to
      eight million nine hundred thousand Dollars ($8,900,000), as set forth in
      detail in clause (i) above.

[in the case of a certification under Section 2.04(b)(ii), insert the following]

            (ii) the outstanding principal amount of the FMO Loan and the IFC
      Loan (as of the date hereof) and all interest, fees and other charges that
      will be due and payable in respect of each of the FMO Loan and the IFC
      Loan on ____________ [insert the next following Interest Payment Date as
      defined in the Loan Agreements] are set forth below:

<TABLE>
<CAPTION>
Item                    FMO Loan                     IFC Loan
----                    --------                     --------
<S>                     <C>                          <C>
Principal               _____________________        _____________________
Interest                _____________________        _____________________
Fees                    _____________________        _____________________
Other Charges           _____________________        _____________________
</TABLE>

TOTALS:     _____________        _____________

                Amended and Restated Financial Support Agreement

<PAGE>

                                                                      SCHEDULE 1
                                                                     Page 3 of 3

            (iii) [prior to the date hereof, the Sponsor has made no payments
      under the Sponsor Guarantee Agreement] [or] [prior to the date hereof, the
      Sponsor has made aggregate payments under the Sponsor Guarantee Agreement
      equal to _______________ Dollars ($________), as set forth in clause (i)
      above], and no amounts demanded by a Senior Lender under the Sponsor
      Guarantee Agreement remain payable. Consequently, an amount equal to
      ________________ Dollars ($________) remains undrawn under the Sponsor
      Guarantee Agreement; and

            (iv) the sum total of the amounts set forth in clause (ii) above are
      less than or equal to the undrawn amount under the Sponsor Guarantee
      Agreement set forth in clause (iii) above.

      3. Based on the foregoing, and in accordance with Section 2.04(b) of the
Financial Support Agreement, the Sponsor requests that each of FMO and IFC
acknowledge their agreement with the foregoing by signing where indicated below
and returning a copy of this notice to the Sponsor, with a copy to the other
Senior Lender. In accordance with Section 2.04(b) of the Financial Support
Agreement, the acknowledgment of both FMO and IFC shall terminate the Sponsor's
obligation to make Investment Overrun Loans under Article II of the Financial
Support Agreement as of the date of this notice set forth above.

                                                Yours truly,

                                                GENESEE & WYOMING, INC.

                                                By _____________________________
                                                    Authorized Representative

ACKNOWLEDGED BY:

INTERNATIONAL FINANCE CORPORATION

By _______________________________
     Authorized Representative

NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ
VOOR ONTWIKKELINGSLANDEN N.V.

By _______________________________
     Authorized Representative

                Amended and Restated Financial Support Agreement