Amended and Restated Subsidiary Guaranty



 EXHIBIT 10.2 
 EXECUTION COPY 
 AMENDED AND RESTATED SUBSIDIARY GUARANTY 

This AMENDED AND RESTATED SUBSIDIARY GUARANTY, dated as of September 30, 2011 (as amended, supplemented, amended and restated or
otherwise modified from time to time, this “Guaranty”), is made by each Subsidiary (such capitalized term, and other terms used in this Guaranty, to have the meanings set forth in Article I) of KANSAS CITY SOUTHERN DE MEXICO,
S.A. DE C.V., a corporation with variable capital (sociedad anonima de capital variable) organized under the laws of Mexico (the “Borrower”) from time to time party hereto (individually referred to as a
“Guarantor,” and collectively referred to as the “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent and as collateral agent for the Secured Parties (the “Administrative
Agent”). 
 W I T N E S S E T H: 

WHEREAS, the Borrower is party to that certain Credit Agreement, dated as of August 30, 2010 (as modified from time to time prior to
the date hereof, the “Existing Credit Agreement”), among the Borrower, the lenders party thereto from time to time, The Bank of Nova Scotia, as administrative agent (the “Existing Administrative Agent”), Scotiabank
Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, as collateral agent, and The Bank of Nova Scotia and Banc of America Securities LLC, as joint lead arrangers and joint bookrunners; 

WHEREAS, in connection with the Existing Credit Agreement, the Guarantors entered into that certain Subsidiary Guaranty, dated as of
August 30, 2010 (the “Existing Guaranty”), in favor of the Existing Administrative Agent, for the benefit of the Secured Parties under (and as defined in) the Existing Credit Agreement; 

WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated as of the date hereof (as amended, supplemented, amended and
restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent and certain other institutions as joint lead arrangers, joint bookrunners, and syndication and
documentation agents, the Lenders and the Issuers have extended Commitments to make Credit Extensions to the Borrower; 

WHEREAS, as a condition precedent to the effectiveness of the Credit Agreement and the making of the Credit Extensions under the Credit
Agreement, each Guarantor is required to execute and deliver this Guaranty; and 
 WHEREAS, in connection with the execution of
the Credit Agreement, the parties hereto desire to amend and restate the Existing Guaranty to be in favor of the Administrative Agent and to effect such other changes as further set forth herein, and, further, the parties hereto agree that this
Guaranty does not constitute a novation of the obligations under the Existing Guaranty; 
 NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Lenders and the Issuers to make 







 
Credit Extensions (including the initial Credit Extension) to the Borrower, and to induce Secured Parties to enter into Hedging Agreements, each Guarantor hereby agrees jointly and severally, for
the benefit of each Secured Party as follows: 
 ARTICLE I 

DEFINITIONS 

SECTION 1.1. Certain Terms. The following terms (whether or not underscored) when used in this Guaranty, including its preamble
and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof): 
 “Administrative Agent” is defined in the preamble. 

“Borrower” is defined in the preamble. 
 “Credit Agreement” is defined in the recitals. 

“Existing Administrative Agent” is defined in the recitals. 

“Existing Credit Agreement” is defined in the recitals. 

“Existing Guaranty” is defined in the recitals. 

“Guarantor” and “Guarantors” are defined in the preamble. 

“Guaranty” is defined in the preamble. 
 SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Guaranty, including its preamble and recitals, have the meanings
provided in the Credit Agreement. 
 ARTICLE II 
 GUARANTY PROVISIONS 
 SECTION 2.1. Guaranty. Each Guarantor jointly and
severally absolutely, unconditionally and irrevocably: 
 (a) guarantees, as a primary obligor and not merely as
a surety, the full and punctual payment and performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Obligations of each Obligor now or hereafter existing, whether for
principal, interest (including interest accruing at the then applicable rate provided in the Credit Agreement after the occurrence of any Default set forth in Section 8.1.9 of the Credit Agreement, whether or not a claim for post-filing
or post-petition interest is allowed or allowable under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar laws), fees, Reimbursement Obligations, expenses or otherwise (including all such amounts


  
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which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and
506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b) and any other Applicable Laws of similar effect binding on the Obligors, including the applicable provisions of the Ley de Concursos Mercantiles of Mexico);

 (b) agrees that the Obligations may be extended or renewed, in whole or in part, or amended or modified,
without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any extension renewal, amendment or modification of any Obligation; 

(c) indemnifies and holds harmless each Secured Party for any and all reasonable and documented costs and expenses
(including reasonable attorneys’ fees and expenses) incurred by such Secured Party in enforcing any rights under this Guaranty; 

provided, that (i) each Guarantor shall only be liable under this Guaranty for the maximum amount of such liability that can be hereby
incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (ii) notwithstanding anything to the contrary
contained herein, the Guarantors (individually and collectively) shall not be liable under this Guaranty with respect to Indebtedness in an aggregate principal amount that exceeds the greater of (x) $150,000,000 and (y) the Secured Debt
Cap (as defined in the Existing Indentures). This Guaranty constitutes a guaranty of payment when due and not merely of collection, and each Guarantor specifically agrees that it shall not be necessary or required that any Secured Party exercise any
right, assert any claim or demand or enforce any remedy whatsoever against any Obligor or any other Person before or as a condition to the obligations of such Guarantor hereunder. 

SECTION 2.2. Reinstatement, etc. Each Guarantor, jointly and severally, agrees that this Guaranty shall continue to be effective
or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Obligations is invalidated, declared to be fraudulent or preferential, set aside, rescinded or must otherwise be restored by any Secured Party,
including upon the occurrence of any Default set forth in Section 8.1.9 of the Credit Agreement or otherwise, all as though such payment had not been made. 
 SECTION 2.3. Agreement to Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity
against any Guarantor by virtue hereof, upon the failure of the Borrower or any Guarantor to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor
hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the
Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be
subject to Section 2.7 hereunder. 

  
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 SECTION 2.4. Guaranty Absolute, etc. This Guaranty shall in all respects be a
continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until the Loan Repayment Date has occurred. Each Guarantor jointly and severally guarantees that the Obligations of each Obligor shall
be paid strictly in accordance with the terms of each Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with
respect thereto. The liability of each Guarantor under this Guaranty shall be joint and several, absolute, unconditional and irrevocable irrespective of: 
 (a) any lack of validity, legality or enforceability of any Loan Document; 
 (b) the failure of any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against any Obligor or any other Person (including any other guarantor) under the provisions
of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any Guarantor) of, or collateral securing, any Obligations; 

(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or
any other extension, compromise or renewal of any Obligation, or any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document; 

(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to (and each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality,
irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise; 
 (e) any addition, exchange or release of any collateral or of any Person that is (or will become) a guarantor (including a Guarantor hereunder) of the Obligations, or any surrender or non-perfection of
any collateral, or any amendment to, or waiver or release of, or addition to, or consent to or departure from, any other guaranty held by any Secured Party securing any of the Obligations; or 

(f) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of,
any Obligor, any surety or any guarantor. 
 SECTION 2.5. Setoff. Each Guarantor hereby irrevocably authorizes the
Administrative Agent and each Lender, without the requirement that any notice be given to such Guarantor (such notice being expressly waived by each Guarantor), upon the occurrence and during the continuance of any Default described in
Section 8.1.9 of the Credit Agreement or, with the consent of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, to set-off and appropriate and apply to the payment of the Obligations (whether or
not then due, and whether or not any Secured Party has made any demand for payment of the Obligations), any and all balances, claims, credits, deposits (general or special, time or demand, provisional or final), accounts or money of such Guarantor
then or thereafter maintained with 

  
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such Secured Party; provided, that any such appropriation and application shall be subject to the provisions of Section 4.8 of the Credit Agreement. Each Secured Party agrees to
notify the Borrower and the Administrative Agent after any such setoff and application made by such Secured Party; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each
Secured Party under this Section are in addition to other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Secured Party may have. 

SECTION 2.6. Waiver, etc. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any other
Guarantor of any of the Obligations, and also waives promptness, diligence, notice of acceptance, notice of protest for nonpayment and any other notice with respect to any of the Obligations and this Guaranty and any requirement that any Secured
Party protect, secure, perfect or insure any Lien, or any property subject thereto, or exhaust any right or take any action against any Obligor or any other Person (including any other guarantor) or any collateral securing the Obligations, as the
case may be. 
 SECTION 2.7. Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights
which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made under any
Loan Document or otherwise, until following the Loan Repayment Date. Any amount paid to any Guarantor on account of any such subrogation rights prior to the Loan Repayment Date shall be held in trust for the benefit of the Secured Parties and shall
immediately be paid and turned over to the Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against
the Obligations, whether matured or unmatured, in accordance with Section 2.8; provided, that if any Guarantor has made payment to the Secured Parties of all or any part of the Obligations and the Loan Repayment Date has occurred,
then, at such Guarantor’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or
warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Loan Repayment Date, each Guarantor shall refrain
from taking any action or commencing any proceeding against any Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any
Secured Party, except as necessary to protect and maintain its future rights of collection in connection with applicable statutes of limitations. 
 SECTION 2.8. Payments; Application. Each Guarantor agrees that all payments made by such Guarantor hereunder will be made in Dollars to the Administrative Agent in immediately available funds,
without set-off, counterclaim or other defense and in accordance with Sections 4.6 and 4.7 of the Credit Agreement, free and clear of and without deduction for any Taxes, each Guarantor hereby agreeing to comply with and be bound by the provisions
of Sections 4.6 and 4.7 of the Credit Agreement in respect of all payments and application of such payments made by it hereunder and each Secured Party hereby agreeing to comply with and be bound by the 

  
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provisions of Sections 4.6 and 4.7 of the Credit Agreement in respect of all payments and application of payments received by such Secured Party and the provisions of which Sections are hereby
incorporated into and made a part of this Guaranty by this reference as if set forth herein; provided, that references to the “Borrower” in such Sections shall be deemed to be references to each Guarantor, and references to
“this Agreement” in such Sections shall be deemed to be references to this Guaranty. 
 SECTION 2.9. Waiver of
Defenses. To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Guarantor or the unenforceability of the Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of the Borrower or any other Guarantor, other than the indefeasible payment in full in cash of all the Obligations. The Administrative Agent and the other Secured Parties may, at their
election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent permitted by applicable law), accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part
of the Obligations, make any other accommodation with the Borrower or any Guarantor or exercise any other right or remedy available to them against the Borrower or any Guarantor, without affecting or impairing in any way the liability of any
Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such
election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Guarantor, as the case may be, or any security.

 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
 In order to induce the Secured Parties to enter
into the Credit Agreement and make Credit Extensions thereunder, and to induce Secured Parties to enter into Hedging Agreements, each Guarantor represents and warrants to each Secured Party as set forth below. 

SECTION 3.1. Credit Agreement Representations and Warranties. The representations and warranties contained in Article VI of the
Credit Agreement, insofar as the representations and warranties contained therein are applicable to any Guarantor and its properties, are true and correct in all material respects, each such representation and warranty set forth in such Article
(insofar as applicable as aforesaid) and all other terms of the Credit Agreement to which reference is made therein, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as
though specifically set forth in this Article. 
 SECTION 3.2. Financial Condition, etc. Each Guarantor has knowledge of
each other Obligor’s financial condition and affairs and has adequate means to obtain from each other Obligor on an ongoing basis information relating thereto and to each other Obligor’s ability to pay and perform the Obligations, and
agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Guaranty is in effect. Each Guarantor acknowledges and agrees that the Secured Parties shall have no obligation to investigate the financial condition or
affairs of any Obligor for the benefit of such Guarantor nor to advise such Guarantor of any fact respecting, or any change in, the financial condition or 

  
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affairs of any other Obligor that might become known to any Secured Party at any time, whether or not such Secured Party knows or believes or has reason to know or believe that any such fact or
change is unknown to such Guarantor, or might (or does) materially increase the risk of such Guarantor as guarantor, or might (or would) affect the willingness of such Guarantor to continue as a guarantor of the Obligations. 

SECTION 3.3. Best Interests. It is in the best interests of each Guarantor to execute this Guaranty inasmuch as such Guarantor
will, as a result of being a Subsidiary of the Borrower, derive substantial direct and indirect benefits from the Credit Extensions made from time to time to the Borrower by the Lenders and the Issuers pursuant to the Credit Agreement and the
execution and delivery of Hedging Agreements among the Borrower, other Obligors and certain Secured Parties, and each Guarantor agrees that the Secured Parties are relying on this representation in agreeing to make Credit Extensions to the Borrower.

 ARTICLE IV 
 COVENANTS, ETC. 
 SECTION 4.1. Covenants. Each Guarantor covenants and
agrees that at all times prior to the Loan Repayment Date, it will perform, comply with and be bound by all of the agreements, covenants and obligations contained in the Credit Agreement (including Article VII and Section 8.1.9 of the Credit
Agreement) which are applicable to such Guarantor or its properties, each such agreement, covenant and obligation contained in the Credit Agreement and all other terms of the Credit Agreement to which reference is made in this Article, together with
all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Article. 
 ARTICLE V 
 MISCELLANEOUS PROVISIONS 

SECTION 5.1. Loan Document. This Guaranty is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof, including Article X thereof. 
 SECTION 5.2. Binding on Successors, Transferees and Assigns; Assignment. This Guaranty shall remain in full force and effect until the Loan Repayment Date has occurred, shall be jointly and
severally binding upon each Guarantor and its successors and permitted transferees and assigns and shall inure to the benefit of and be enforceable by each Secured Party and their respective successors and permitted transferees and assigns;
provided, that no Guarantor shall (unless otherwise permitted under the terms of the Credit Agreement) assign any of its obligations hereunder without the prior written consent of all Lenders (or Required Lenders, if applicable pursuant to
the terms of the Credit Agreement). Without limiting the generality of the foregoing (but subject to any contrary provisions of Section 10.11 and Article IX of the 

  
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Credit Agreement), any Lender may assign or otherwise transfer (in whole or in part) any Commitment, Note or Credit Extension held by it to any other Person, and such other Person shall thereupon
become vested with all rights and benefits in respect thereof granted to such Lender under each Loan Document (including this Guaranty) or otherwise. 
 SECTION 5.3. Amendments, etc. No amendment to or waiver of any provision of this Guaranty, nor consent to any departure by any Guarantor from its obligations under this Guaranty, shall in any event
be effective unless the same shall be in writing and signed by the Administrative Agent (on behalf of the Lenders or the Required Lenders, as the case may, be pursuant to Section 10.1 of the Credit Agreement) and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given. 
 SECTION 5.4. Notices.
All notices and other communications provided for hereunder shall be in writing or by facsimile and addressed, delivered or transmitted to the appropriate party at the address or facsimile number of such party (in the case of any Guarantor, all
notices and communications need only be sent in care of the Borrower) set forth on Schedule II to the Credit Agreement or at such other address or facsimile number as may be designated by such party in a notice to the other party. Any notice, if
mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any such notice, if transmitted by facsimile, shall be deemed given when the confirmation of
transmission thereof is received by the transmitter. 
 SECTION 5.5. No Waiver; Remedies. In addition to, and not in
limitation of, Section 2.4 and Section 2.6, no failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 

SECTION 5.6. Further Assurances. Each Guarantor agrees, upon the written request of the Administrative Agent or any Secured Party,
to execute and deliver to the Administrative Agent or such Secured Party, from time to time, any additional instruments or documents deemed to be reasonably necessary by the Administrative Agent or such Secured Party to cause this Guaranty to be,
become or remain valid and effective in accordance with its terms. 
 SECTION 5.7. Section Captions. Section captions
used in this Guaranty are for convenience of reference only, and shall not affect the construction of this Guaranty. 
 SECTION
5.8. Severability. Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such
law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. 

SECTION 5.9. Governing Law, Entire Agreement, etc. THIS GUARANTY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE 

  
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SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS GUARANTY AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO
WITH RESPECT TO THE SUBJECT MATTER THEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO. 
 SECTION
5.10. Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED UPON THIS GUARANTY OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF THE SECURED PARTIES OR ANY GUARANTOR IN CONNECTION HEREWITH MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, THAT ANY SUIT
SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GUARANTOR HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE
ADDRESS FOR NOTICES SPECIFIED FOR THE BORROWER IN SECTION 10.2 OF THE CREDIT AGREEMENT. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL
PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER
THIS GUARANTY. 
 SECTION 5.11. Counterparts. This Guaranty may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile shall be effective as
delivery of a manually executed counterpart of this Guaranty. 
 SECTION 5.12. Additional Guarantors. Upon the execution
and delivery by any other Person of a supplement in the form of Annex I hereto, such Person shall become a “Guarantor” 

  
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hereunder with the same force and effect as if it were originally a party to this Guaranty and named as a “Guarantor” hereunder. The execution and delivery of such supplement shall not
require the consent of any other Guarantor hereunder, and the rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Guaranty. 

SECTION 5.13. Release of Guarantor. Upon the occurrence of the Loan Repayment Date, this Guaranty and all obligations of each
Guarantor hereunder shall terminate, without delivery of any instrument or performance of any act by any party. In addition, at the request of the Borrower, and at the sole expense of the Borrower, any Guarantor shall be released from its
obligations hereunder in the event that such Guarantor ceases to be a Subsidiary in a transaction permitted by the Credit Agreement; provided, that the Borrower shall have delivered to the Administrative Agent, at least three Business Days
prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and a certification by the Borrower stating that such transaction is in compliance with the Loan Documents. 

SECTION 5.14. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT (ON BEHALF OF ITSELF AND EACH OTHER SECURED PARTY) AND EACH GUARANTOR
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, SUCH LENDER, THE ISSUER OR SUCH GUARANTOR IN CONNECTION THEREWITH. EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, EACH LENDER AND THE ISSUER ENTERING INTO THE LOAN DOCUMENTS. 

SECTION 5.15. Amendment and Restatement. Each of the Guarantors party to the Existing Guaranty affirms its duties and obligations
under the terms and conditions of the Existing Guaranty, and agrees that its guaranty of the repayment of the Borrower’s obligations outstanding under the Existing Credit Agreement, as amended and restated as of the date hereof by the Credit
Agreement, remains in full force and effect and is hereby ratified, reaffirmed and confirmed. Each of the Guarantors acknowledges and agrees with the Administrative Agent that the Existing Guaranty is amended, restated and superseded in its entirety
pursuant to the terms hereof. The execution and delivery of this Guaranty shall not constitute a novation of any obligations owing to the Lenders or the Administrative Agent under the Existing Guaranty based on facts or events occurring or existing
prior to the execution and delivery of this Guaranty. 

  
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 IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and
delivered by its Authorized Officer as of the date first above written. 
  

			
	 ARRENDADORA KCSM, S.A. de C.V.

		
	By:	 	 /s/ Michael W. Cline

	Name:	 	/s/ Michael W. Cline
	Title:	 	Attorney-in-fact and Treasurer
	
	 HIGHSTAR HARBOR HOLDINGS MEXICO,
S. de R.L. de C.V.

		
	By:	 	 /s/ Michael W. Cline

	Name:	 	/s/ Michael W. Cline
	Title:	 	Attorney-in-fact and Treasurer
	
	 MTC PUERTA MEXICO, S. de R.L. de C.V.

		
	By:	 	 /s/ Michael W. Cline

	Name:	 	/s/ Michael W. Cline
	Title:	 	Attorney-in-fact and Treasurer
	
	 VAMOS a MEXICO, S.A. de C.V.

		
	By:	 	 /s/ Michael W. Cline

	Name:	 	/s/ Michael W. Cline
	Title:	 	Attorney-in-fact and Treasurer



  
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 ACCEPTED AND AGREED FOR ITSELF 
 AND ON BEHALF OF THE SECURED PARTIES: 
  

			
	JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
		
	By:	 	       /s/ Robert P. Kellas

		 	Name: Robert P. Kellas
		 	Title: Executive Director


  
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 ANNEX I to 
 the Subsidiary Guaranty 
 FORM OF SUBSIDIARY GUARANTY SUPPLEMENT 

THIS SUPPLEMENT, dated as of             , 201  (this
“Supplement”), is to the Amended and Restated Subsidiary Guaranty, dated as of September 30, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guaranty”), among
the Guarantors (such capitalized term, and other terms used in this Supplement, to have the meanings set forth in Article I of the Guaranty) from time to time party thereto, in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent for each of
the Secured Parties. 
 W I T N E S S E T H: 

WHEREAS, pursuant to the provisions of Section 5.12 of the Guaranty, each of the undersigned is becoming a Guarantor under the
Guaranty; and 
 WHEREAS, each of the undersigned desires to become a “Guarantor” under the Guaranty in order to
induce the Secured Parties to continue to extend Credit Extensions under the Credit Agreement; 
 NOW, THEREFORE, in
consideration of the premises, and for other consideration (the receipt and sufficiency of which are hereby acknowledged), each of the undersigned agrees, for the benefit of each Secured Party, as follows. 

SECTION 1. Party to Guaranty, etc. In accordance with the terms of the Guaranty, by its signature below, each of the undersigned
irrevocably agrees to become a Guarantor under the Guaranty with the same force and effect as if it were an original signatory thereto and each of the undersigned (a) agrees to be bound by and comply with all of the terms and provisions of the
Guaranty applicable to it as a Guarantor; (b) agrees that the representations and warranties in Article III of the Guaranty are hereby incorporated by reference and made by the undersigned with respect to itself as of the date hereof; and
(c) submit to the jurisdiction of the courts indicated in the Guaranty in the manner set forth therein. In furtherance of the foregoing, each reference to a “Guarantor” and/or “Guarantors” in the Guaranty shall be deemed to
include each of the undersigned. 
 SECTION 2. Representations. Each of the undersigned hereby represents and warrants
that this Supplement has been duly authorized, executed and delivered by it and that this Supplement and the Guaranty constitute the legal, valid and binding obligation of each of the undersigned, enforceable against it in accordance with its terms
(except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity). 

SECTION 3. Full Force of Guaranty. Except as expressly supplemented hereby, the Guaranty shall remain in full force and effect in
accordance with its terms. 
 SECTION 4. Severability. Wherever possible each provision of this Supplement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision 







 
of this Supplement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Supplement or the Guaranty. 
 SECTION 5. Indemnity; Fees and Expenses,
etc. Without limiting the provisions of any other Loan Document, each of the undersigned agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred in connection with this Supplement, including
reasonable and documented attorney’s fees and expenses of the Administrative Agent’s counsel. 
 SECTION 6.
Governing Law, Entire Agreement, etc. THIS SUPPLEMENT IS A LOAN DOCUMENT, AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). This Supplement and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter thereof and supersede any prior agreements, written or
oral, with respect thereto. 
 SECTION 7. Counterparts. This Supplement may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile shall be effective as
delivery of a manually executed counterpart of this Guaranty. 







 IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be duly executed
and delivered by its Authorized Officer as of the date first above written. 
  

			
	[NAME OF SUBSIDIARY]
		
	By:	 	  

		 	Name:
		 	Title:
	
	[NAME OF SUBSIDIARY]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	 ACCEPTED AND AGREED FOR ITSELF
 AND ON BEHALF OF THE SECURED PARTIES:

	
	JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
		
	By:	 	  

		 	Name:
		 	Title: