##### 



Exhibit 4.30 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of December 15, 2004, but to become effective
as herein provided (Registration Rights Agreement), by and between Kansas City Southern, a
Delaware corporation (KCS), and Grupo TMM, S.A., a
sociedad anónimaorganized under the laws of
the United Mexican States (UMS) (TMM), TMM
Multimodal, S.A. de C.V., a sociedad anónima de
capital variableorganized under the laws of the UMS, and the Principal Stockholders of TMM who
have executed this Registration Rights Agreement (Principal Stockholders) (collectively, the
Parties). RECITALS A. Pursuant to an Amended and Restated Acquisition Agreement (the Acquisition Agreement)
dated the date hereof among certain of the Parties and others, KCS will acquire from MM all of the
issued and outstanding capital stock of Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V., a
sociedad anonima de capital variableorganized under the laws of the UMS (GTFM) held by MM and
MM will receive from KCS shares of Common Stock (as defined below). B. As a condition to the consummation of the transactions contemplated by the
Acquisition Agreement, the Parties have entered into this Registration Rights Agreement to provide
TMM, MM and the Principal Stockholders with certain registration rights with respect to the shares
of Registrable Stock (as defined below). AGREEMENTS In consideration of the recitals (which are incorporated herein by reference), the mutual
covenants herein contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. Terms initially capitalized but not otherwise defined herein shall
have the meanings given such terms in the Acquisition Agreement, except for the following: Closing
Date shall have the meaning assigned to such term in the Acquisition Agreement. Common
Stock shall mean the common stock, par value $.01 per share, of KCS. f Effective Date shall have the meaning set for in Section 16 hereof. Holders means TMM, MM and the Principal Stockholders and, to the extent designated by TMM,
MM or the Principal Stockholders as a Holder, any Permitted Transferee who acquires shares of
Registrable Stock from a Holder and agrees to be bound by the terms and conditions of this
Registration Rights Agreement. The term Holder shall mean any one of the Holders. Permitted
Transferee shall mean those persons to whom TMM, MM and the Principal
Stockholders can transfer Registrable Stock in accordance with the
terms of the Stockholders Agreement.




---



##### 



Prospectus shall mean any prospectus which is a part of a Registration Statement,
together with all amendments or supplements thereto, including any document incorporated, or
deemed to be incorporated, by reference therein. Registrable
Stock shall consist of the shares of Common Stock (a) issued by
KCS pursuant to the Acquisition Agreement; (b) issued pursuant to the Consulting Agreement;
or (c) otherwise acquired by a Holder upon exercise of pre-emptive rights in compliance with
the Stockholders Agreement; provided, however, that Registrable Stock shall not be
deemed to include (i) any shares after such shares have been registered for resale under the
Securities Act and sold pursuant to such registration, (ii) any shares that have been sold
without registration under the Securities Act in compliance with Rule 144, or pursuant to any
other exemption from registration under the Securities Act, and (iii) any shares which are
eligible to be sold without registration under the Securities Act pursuant to subsection (k)
of Rule 144 or a comparable exemption from registration that enables the sale of all shares
held by a Holder without registration under the Securities Act and without restriction as to
the manner of sale. Registration
Expenses shall means all expenses, except Selling Expenses,
incurred by KCS in complying with Sections 2 and 3, including all registration,
qualification and filing fees, printing expenses, escrow fees, fees and disbursements of
counsel for KCS and blue sky fees and expenses. Registration
Statement shall mean any registration statement filed with the
Securities and Exchange Commission in accordance with the Securities Act, together with all
amendments (including any post-effective amendments) or supplements thereto and any
documents incorporated, or deemed to be incorporated, by reference therein. For purposes of
this Registration Rights Agreement, references to amend, amendment or supplement, when
used in relation to the Registration Statement or any Prospectus, shall include the filing
of any document that is, or is deemed to be, incorporated by reference therein. Request shall have the meaning set forth in Section 2(A) hereof. Rule 144 shall mean Rule 144 promulgated under the Securities Act. Rule 415 shall mean Rule 415 promulgated under the
Securities Act. Securities shall mean any debt or equity securities of KCS, whether now or hereafter
authorized, and any instrument convertible into or exchangeable for Securities or a
Security. The term Security shall mean any one of the Securities. Securities
Act shall mean the Securities Act of 1933, as amended prior to or after
the Effective Date of this Registration Rights Agreement, or any federal statute or statutes
which shall be enacted to take the place of such Act, together with all rules and
regulations promulgated thereunder. Securities
and Exchange Commission shall mean the United States Securities
and Exchange Commission or any successor to the functions of such agency. - 2 -




---



##### 



Seller shall mean each Holder of Registrable Stock as to which KCS could be required to file a
Registration Statement or which could be registered under the Securities Act at the request of such
Holder pursuant to any of the provisions of this Registration Rights Agreement. Selling
Expenses shall mean all underwriting discounts, selling commissions, and
stock transfer taxes applicable to the sale of the Registrable Stock and expenses of all marketing
and promotional efforts of the underwriters in connection with an underwritten offering of
Registrable Stock in a transaction covered by a Registration Statement effected pursuant to Section
2. 2. Required Registrations. (A) Subject to the terms of this Registration Rights Agreement, upon the written request (the
Request) to register any number of shares of Registrable Stock under the Securities Act made at
any time prior to the five year anniversary of the Effective Date of this Registration Rights
Agreement by Holders of not less than 10% of the shares of Registrable Stock specifying the
intended method of disposition thereof, KCS will use commercially reasonable efforts to effect the
registration of Registrable Stock under the Securities Act for disposition in accordance with the
intended method of disposition stated in the Request, to the extent requisite to permit the
disposition (in accordance with the intended method set forth in the Request) of the Registrable
Stock to be so registered, but only to the extent provided for in the following provisions of this
Registration Rights Agreement. Whenever KCS shall, pursuant to this Section 2(A), be requested to
effect the registration of any Registrable Stock under the Securities Act, KCS shall, within ten
(10) Business Days after receipt of the Request, give written notice of such proposed registration
to all Holders of Registrable Stock, stating that such Holders have the right to request that any
or all of the Registrable Stock owned by them be included in such registration and specifying the
intended filing date of the Registration Statement relating to such Request (which date shall be
at least ten (10) Business Days after the date such notice is sent to the Holders). KCS shall
include in such registration all Registrable Stock with respect to which KCS receives written
requests from the Holders thereof for inclusion therein (stating the intended method of
disposition of such Registrable Stock) within the ten (10) Business Days prior to the filing of
the Registration Statement relating to such request. KCS will use commercially reasonable efforts
to file the Registration Statement relating to the Request to permit the disposition of all
Registrable Stock as to which KCS has received notices from Holders in accordance with the
intended methods of disposition set forth in such notices not later than thirty (30) Business Days
after receipt by KCS of the initial Request; provided that KCS shall not be required to file a
Registration Statement prior to the 180th day after the consummation of the Acquisition
(it being understood that if a Request is made prior to such time the filing of such Registration
Statement shall be deferred until such 180th day). Thereafter, KCS shall use its
commercially reasonable efforts to have the Registration Statement declared effective at the
earliest practicable time and shall use its commercially reasonable efforts to keep such
Registration Statement effective for the period of time required to effect the disposition by such
Holders in accordance with the intended method of disposition described in the requests of such
Holders, all to the extent requisite to permit such sale or other disposition by such Holders of
the Registrable Stock so registered. So long as KCS is eligible to use Form S-3 (or any successor
form) under the Securities Act, any Request may specify that the Registration Statement be a
shelf registration permitting the offering of Registrable Stock registered thereby on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act (or any successor - 3 -




---



##### 



rule), in which case, KCS shall use its commercially reasonable efforts to maintain such
Registration Statement continuously effective and usable for sales thereunder for a period of not
more than one year; provided that KCS shall not be required hereunder to file more than one shelf
registration. (B) The foregoing registration rights of Holders of Registrable Stock shall be deemed
satisfied by KCS when six Registration Statements covering shares of Registrable Stock which KCS
has been requested to register pursuant to Section 2(A) hereof shall have been filed by KCS with
and made effective by the Securities and Exchange Commission under the Securities Act.To the extent
an underwritten public offering is the intended method of distribution of Registrable Stock with
respect to any Request submitted, the Holders participating in such offering shall have the right
to select the investment banker or bankers who shall serve as the manager and/or co-managers for
the offering of Securities covered by such Registration Statement, subject to the approval by KCS
of such selection, which approval shall not be unreasonably withheld. (C) Any registration under this Section 2 shall be on such appropriate registration form of
the Securities and Exchange Commission (i) as shall be selected by KCS and (ii) as shall permit the
disposition of the Registrable Stock in accordance with the intended method or methods of
disposition specified in Holders requests for such registration. (D) Notwithstanding the foregoing, KCS shall be permitted to delay the filing of any
Registration Statement pursuant to this Section 2: (i) if KCS is not eligible to use Form S-3 (or a
comparable or successor form) to effect such registration; (ii) if KCS, within ten (10) days of the
receipt of the Request, gives notice to the Holders of its bona fide intention to effect the filing
of a Registration Statement with the Securities and Exchange Commission within thirty (30) days of
receipt of the Request (other than a Registration Statement on Form S-8), in which case KCSs
obligation to file the Registration Statement pursuant to this Section 2 shall be deferred for a
period not to exceed ninety (90) days from the date of the Request; or (iii) if KCS shall furnish
to Holders a resolution adopted by the Board of Directors of KCS to the effect that in the good
faith judgment of KCS it would be seriously detrimental to KCS for a Registration Statement to be
filed at that time, specifying with particularity the basis therefor (subject to the Holders
entering into appropriate non-disclosure agreements) in which case KCSs obligation to file a
Registration Statement shall be deferred for a period not to exceed sixty (60) days from the
receipt of the Request. KCS shall not be required to effect any registration pursuant to this
Section 2 once it has effected six (6) registrations in accordance with Section 2. (E) In determining the number of registrations effected pursuant to this Section 2, such
registrations shall not include any registration if (i) the Registration Statement did not become
effective or remain in effect as required by this Section 2; or (ii) the Registration Statement is
withdrawn at the request of the Holders and the Holders agree to pay the Registration Expenses
associated with such Registration Statement. (F) KCS shall not permit any securities of any other person to be included in any Registration
Statement filed pursuant to this Section 2, other than securities sold for the account of KCS,
without the consent of the Holders whose Registrable Stock is
included in such Registration
Statement, which consent shall not be unreasonably withheld. - 4 -




---



##### 



(G) KCS shall use its commercially reasonable efforts to qualify for eligibility to
use Form S-3 with respect to registrations requested pursuant to this Section 2. 3. Incidental Registration. (A) If KCS, at any time after the 180 days following the date of consummation of the
transactions contemplated by the Acquisition Agreement, proposes or is required to file a
registration statement under the Securities Act related to the offer or sale of shares of Common
Stock on a form which permits inclusion of the Registrable Stock (other than a registration on Form
S-4 or S-8 or any successor or similar forms), it will give written
notice to all Holders of then
existing Registrable Stock of its intention so to do. Upon the written request of any such Holder
given to KCS within fifteen Business Days after receipt of any such notice, KCS will, subject to
the provisions of this Registration Rights Agreement, use commercially reasonable efforts to cause
all such Registrable Stock which such Holders shall have requested be registered to be registered
under the Securities Act, to the extent required to permit the disposition by such Holders of the
Registrable Stock so registered. Registrations of Registrable Stock under this Section 3 shall
not constitute a registration effected pursuant to Section 2. To the extent an underwritten
public offering is the intended method of distribution of Registrable Stock included in a
registration pursuant to this Section 3, KCS shall have the right, in its sole discretion, to
select the investment banker or bankers who shall serve as the manager and/or co-managers for all
registrations of offerings of Registrable Stock under this Section 3. (B) Except as provided in Sections 2 and 3 hereof, KCS shall have no obligation to register
any Securities held by any Holder under the Securities Act or under any foreign, state or other
securities laws. 4. Registration Procedures. Whenever KCS is required by the provisions of this
Registration Rights Agreement to use its commercially reasonable efforts to effect the
registration of any Registrable Stock under the Securities Act, KCS will: (A) Prepare and file (within the period required by Section 2 for all registrations pursuant
to such Section) with the Securities and Exchange Commission a Registration Statement with respect
to such Registrable Stock and use commercially reasonable efforts to cause such Registration
Statement to become and remain continuously effective for a period necessary to effect the sale of
the Registrable Stock in accordance with the intended method of disposition and the requirements
of this Registration Rights Agreement, provided that before filing a Registration Statement or
Prospectus or any amendments or supplements thereto, KCS will furnish to counsel for the Holders
of Registrable Stock included in such Registration Statement copies of all such documents proposed
to be filed, which documents (other than the documents incorporated by reference therein) will be
subject to the review of such counsel. KCSs obligations under this Section 4 shall be subject to the following: (i) If, prior to the effectiveness of a Registration Statement relating to Registrable Stock,
KCS shall furnish to the Holders a resolution of its Board of Directors stating that KCS has
determined in its good faith judgment that the sale of Registrable Stock by such Holders pursuant
to the Registration Statement would require disclosure of material non-public information, the
current disclosure of which would, in the sole judgment of the Board of - 5 -




---



##### 



Directors of KCS, be materially detrimental to KCS (an Information Blackout), then KCSs
obligation to file the Registration Statement and to use its commercially reasonable efforts
to have such Registration Statement declared effective shall be deferred for a period not to
exceed the earlier of (x) the date upon which such material information is disclosed to the
public or (y) sixty (60) days after the Board of Directors of KCS makes such good faith
determination (such period being the Information Blackout Period). (ii) If prior to the effectiveness of a Registration Statement relating to Registrable
Stock, KCS shall furnish to the Holders a certificate stating that the Board of Directors of
KCS has determined in its good faith judgment that KCS is required to file financial
statements with the Securities and Exchange Commission in connection with a material
acquisition or other event (a Financial Statement Blackout), then KCSs obligation to file
the Registration Statement and to use its commercially reasonable efforts to have such
Registration Statement declared effective shall be deferred for a period not to exceed the
earlier of (x) the date upon which such financial statements are filed with the Securities and
Exchange Commission (it being understood that KCS shall use its commercially reasonable
efforts to file such financial statements as soon as practicable, or (y) sixty (60) days after
KCS makes such good faith determination (such period being the Financial Statement Blackout
Period). Any such determination shall be accompanied by a certificate or letter from KCSs
independent auditors to the effect that such auditors agree that such financial statements are
required to be included or incorporated by reference in such Registration Statement to permit
such Registration Statement to become effective under the Securities Act or to permit
continued sales thereunder, as the case may be. (iii) If a Registration Statement relating to Registrable Stock is effective, upon
written notice of an Information Blackout or Financial Statement Blackout from KCS to the
Holders, KCS may request suspension of and the Holders shall suspend sales of Registrable
Stock by Holders pursuant to such Registration Statement for the Information Blackout Period
or the Financial Statement Blackout Period. (iv) KCS shall use commercially reasonable efforts to ensure that the aggregate number
of days in any period of twelve consecutive months in which an Information Blackout or
Financial Statement Blackout or a deferral pursuant to Section 2(D) is in effect shall not be
more than ninety (90). (B) Prepare and file with the Securities and Exchange Commission such amendments and
supplements to such Registration Statement and the Prospectus used in connection therewith as
may be necessary to keep such Registration Statement effective for a period necessary to
effect the sale of the Registrable Stock thereunder, which shall in no event exceed 120 days
(or the period specified in Section 2 in the case of a shelf registration) and to comply with
the provisions of the Securities Act with respect to the disposition of all Registrable Stock
covered by such Registration Statement during such period in accordance with the intended
method or methods of disposition by the Sellers thereof set forth in such Registration
Statement; (C) Furnish to each Seller such number of copies of such Registration Statement and the
exhibits thereto, each amendment and supplement thereto, the Prospectus included in the
Registration Statement (including each preliminary Prospectus), all documents incorporated by
reference or deemed to be incorporated by reference in the Registration Statement or the - 6 -




---



##### 



Prospectus, and such other documents, as such Seller may reasonably request in order to facilitate
the disposition of the Registrable Stock owned by such Seller covered by the Registration
Statement in accordance with the intended method of disposition; (D) Use commercially reasonable efforts to register or qualify the Registrable Stock covered
by such Registration Statement under such other securities or blue sky laws of such jurisdictions
in the United States of America as each Seller shall reasonably request, to keep such registrations
or qualifications in effect for so long as such Registration Statement remains in effect, and do
any and all other acts and things which may be necessary under such securities or blue sky laws to
enable such Seller to consummate the disposition in such jurisdictions of the Registrable Stock
owned by such Seller covered by such Registration Statement (provided, however, that KCS will not
be required to (i) in the case of a registration pursuant to Section 3, register or qualify such
Sellers Registrable Stock in any jurisdiction where shares to be sold by KCS or any other Person
initiating such registration are not to be registered or qualified, (ii) qualify generally to do
business as a foreign corporation in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (iii) subject itself to taxation in any jurisdiction or (iv)
consent to general service of process in any jurisdiction); (E) Notify each Seller, at any time when a Prospectus relating to the Registrable Stock of
such Seller covered by such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such
Registration Statement, as then in effect, contains an untrue statement of a material fact or omits
to state any material fact necessary to make the statements therein not misleading in light of the
circumstances then existing, and at the request of any such Seller, promptly prepare a supplement
or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the
Registrable Stock covered by such Registration Statement, such Prospectus will not contain an
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances then existing; (F) Cause all Registrable Stock covered by such Registration Statement to be listed on the
principal securities exchange on which Securities of the same class are then listed; (G) Make available for inspection by any Seller, any underwriter participating in any
disposition pursuant to such Registration Statement, and any attorney, accountant or other agent
retained by Sellers holding at least a majority of the Registrable Stock included in such
registration pursuant to the provisions of this Registration Rights Agreement such financial and
other records, pertinent corporate documents and properties of KCS as may be reasonably requested
by such party in connection with such Registration Statement solely for the purpose of effecting
sales of Registrable Stock included in such registration; and (H) In connection with any underwritten offering pursuant to Section 2, Sellers shall (i)
enter into an underwriting agreement in customary form with the underwriters participating in the
offering; and (ii) provide reasonable cooperation to the underwriters and the Holders in marketing
the Registrable Stock; provided, that not more than one KCS officer (the chief financial officer or
other appropriate officer) shall be required to participate in any road show or similar
presentation in connection with such offering and any such participation shall be subject to such
officers availability, shall be at the Holders expense and shall be limited to offerings with an
aggregate offering price of at least $100 million. - 7 -




---



##### 



In connection with any registration hereunder, each Seller shall furnish KCS such information
regarding such Seller, the Registrable Stock and the intended plan of distribution thereof as KCS
may from time to time reasonably request in writing and, if any Seller does not furnish such
information prior to the filing of the Registration Statement, KCS may exclude the Registrable
Stock of such Holder from such Registration Statement. Each Seller shall be deemed to have agreed by acquisition of the Registrable Stock that, upon
receipt of any notice from KCS of the occurrence of any event of the kind described in Subsection
(E) of this Section 4, such Seller will forthwith discontinue its disposition of the Registrable
Stock pursuant to the Registration Statement relating thereto until Sellers receipt of the copies
of the supplemented or amended Prospectus contemplated by Subsection (E) of this Section 4 and, if
so directed by KCS, will deliver to KCS (at KCSs expense) all copies, other than permanent file
copies, then in Sellers possession of the Prospectus relating to the Registrable Stock current at
the time of receipt of such notice. 5. Expenses. With respect to the first four registrations effected pursuant to the
provisions of Section 2 and registrations which include Registrable Stock pursuant to Section 3,
KCS shall pay all Registration Expenses. With respect to any registrations effected pursuant to
Section 2 beyond the first four registrations, the Holders whose shares of Registrable Stock are
included in the applicable registration shall pay all Registration Expenses. 6. Indemnification. (A) In the event of a registration of any Registrable Stock pursuant to this Registration
Rights Agreement, KCS shall indemnify and hold harmless each Seller, each underwriter (in the case
of any underwritten offering) and each person, if any, who controls such Seller or underwriter
within the meaning of the Securities Act, and each officer, director, employee and advisor of each
of the foregoing (each a Seller Indemnitee), against any expenses, losses, claims, damages or
liabilities, joint or several, to which such Seller Indemnitee may become subject under the
Securities Act, any state securities law or otherwise, including any of the foregoing incurred in
settlement of any litigation, commenced or threatened, insofar as such expenses, losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material fact contained in any Registration
Statement under which such shares are registered under the Securities Act, any preliminary
Prospectus or final Prospectus contained therein, any summary Prospectus used in connection with
any securities being registered, or any amendment or supplement thereto; or (ii) any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading; or (iii) any violation by KCS of the Securities Act or rules of the Securities and
Exchange Commission thereunder or any blue sky laws or any rules promulgated thereunder, and shall
reimburse each such Seller Indemnitee for any legal or any other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that KCS shall not be liable in any such case to the extent
that any such expense, loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in such Registration
Statement, said preliminary Prospectus or said Prospectus or summary Prospectus or said amendment
or supplement in reliance upon and in conformity with written information furnished to KCS by or
on behalf of the Seller or any underwriter specifically for use in the - 8 -




---



##### 



preparation thereof; and
provided, further, that if any expenses, losses, claims, damages
or liabilities arise out of or are based upon an untrue statement, alleged untrue statement,
omission or alleged omission contained in any preliminary Prospectus which did not appear in the
final Prospectus, KCS shall not have any liability with respect thereto to any Seller Indemnitee
if any Seller Indemnitee delivered a copy of the preliminary Prospectus to the person alleging
such expenses, losses, claims, damages or liabilities and failed to deliver a copy of the final
Prospectus as amended or supplemented if it has been amended or supplemented, to such person at or
prior to the written confirmation of the sale to such person. (B) In the event of a registration of any Registrable Stock pursuant to this Registration
Rights Agreement, each Holder shall, jointly and severally, indemnify and hold harmless KCS and
each person, if any, who controls KCS within the meaning of the Securities Act, each officer of KCS
who signs the Registration Statement, each director of KCS and each underwriter and each person who
controls any underwriter within the meaning of the Securities Act (each a Company Indemnitee),
against any and all such expenses, losses, claims, damages or liabilities referred to in Section
6(A) if the statement, alleged statement, omission or alleged omission in respect of which such
expense, loss, claim, damage or liability is asserted was made in reliance upon and in conformity
with information furnished in writing to KCS by or on behalf of a Holder of Registrable Stock
specifically for use in connection with the preparation of such registration Statement, preliminary
Prospectus, Prospectus, summary Prospectus, amendment or supplement. (C) Promptly after receipt by an indemnified party of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party, notify the indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party shall not relieve it from any liability which it may
have to any indemnified party otherwise than under this Article 6 or to the extent that it has not
been prejudiced as a proximate result of such failure. In case any such action shall be brought
against any indemnified party, and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it
shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other indemnified parties which
are different from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select one separate counsel to assert such legal defenses
(in which case the indemnifying party shall not have the right to direct the defense of such action
on behalf of the indemnified party or parties). Upon the permitted assumption by the indemnifying
party of the defense of such action, the indemnifying party shall not be liable to such indemnified
party under this Article 6 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof (other than reasonable costs of
investigation) unless (i) the indemnified party shall have employed one separate counsel (together
with any local counsel) in connection with the assertion of legal defenses in accordance with the
proviso to the preceding sentence, (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified party within a
reasonable time, (iii) the indemnifying party and its counsel do not actively and vigorously pursue
the defense of such action or (iv) the indemnifying party has authorized in writing the employment
of counsel for the indemnified party at the expense of the indemnifying party. - 9 -




---



##### 



7. Participation in Underwritten Registrations. No Holder may participate in any
underwritten registration hereunder unless such Holder (i) agrees to sell such Holders
Registrable Stock on the basis provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents required under the
terms of such underwriting arrangements; provided, however, that no Holder of Registrable
Stock shall be required to make any representations or warranties or to provide information in the
Registration Statement relating to such registration except, in either case, with respect to itself
and its intended method of disposition of Registrable Stock. 8. Underwriting Cut-Backs. (A) If (1) any Holder of Registrable Stock is entitled and wishes to register any Registrable
Stock in a registration made pursuant to Section 2 hereof, and (2) the offering proposed to be made by the Holder or Holders for whom such registration
is to be made is to be an underwritten public offering, and (3) KCS wishes to register Securities in such registration, and (4) the managing underwriters of such public offering furnish a written opinion that the
total amount of Securities to be included in such offering would exceed the maximum amount of
Securities (as specified in such opinion) which can be marketed at a price reasonably related
to the then current market value of such Securities and without otherwise materially and
adversely affecting such offering, then the relative rights to participate in such offering of the Holders of Registrable Stock, the
holders of other Securities having the right to include such Securities in such registration, and
KCS shall be in the following order of priority: First: The Holders of Registrable Stock shall be entitled to participate in accordance
with the number of shares of Registrable Stock which each such Holder shall request to be
registered, such participation to be pro rata in accordance with the number of shares which
each such Holder shall request be registered if, pursuant to clause 4 of this Subsection
(A), the total amount of Securities to be included in the offering will be less than the
number of shares of Registrable Stock that all of such Holders shall request be registered;
and then Second: KCS shall be entitled to participate; and then Third: All holders of other Securities having the right to include such Securities in
such registration shall be entitled to participate in accordance with the relative
priorities, if any, as shall exist among them. (B) If (1) any Holder of Registrable Stock entitled to do so requests registration of,
Registrable Stock under Section 3 hereof, and - 10 -




---



##### 



(2) the offering proposed to be made is to be an underwritten public offering, and (3) the managing underwriters of such public offering furnish a written opinion that the
total amount of Securities to be included in such offering would exceed the maximum amount of
Securities (as specified in such opinion) which can be marketed at a price reasonably related
to the then current market value of such Securities and without materially and adversely
affecting such offering, then the relative rights to participate in such offering of the Holders of Registrable Stock, the
holders of other Securities having the right to include such Securities in such registration, and
KCS shall be in the following order of priority: First: KCS or the persons requesting such registration (if other than KCS) shall be
entitled to participate in accordance with the relative priorities, if any, as shall exist
among them; and then Second: All other holders of Securities having the right to include such Securities in
such registration (including the Holders of the Registrable Stock) shall be entitled to
participate pro rata in accordance with the number of shares requested by such holders to be
included in such registration. 9. Market Standoff. Each Holder hereby agrees that, during the 10 days prior to, and
during the period of duration (up to, but not exceeding, 90 days) specified by KCS and an
underwriter of Common Stock or Securities of KCS convertible into Common Stock, following the
effective date of a Registration Statement (or, to the extent applicable, a Prospectus filed
pursuant to Rule 424(b)) covering Common Stock or Securities of KCS convertible into Common Stock
that are being offered solely for the account of KCS, the Holder shall not, to the extent requested
by KCS and such underwriter, directly or indirectly sell, offer to sell, contract to sell
(including, short sale), enter into any put equivalent position (as defined by Rule 16a-l), grant
any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be
similarly bound) any Registrable Stock, or in any economic interest therein, held by the Holder at
any time during such period except Registrable Stock covered by such Registration Statement;
provided, that (i) no Holder shall be subject to such restriction to the extent that KCS or any of
its officers or directors are not subject to any such restriction and (ii) if KCS, any of its
officers or directors or any other person subject to any such restriction is released from any such
restriction then such restriction shall expire with respect to all of the Registrable Stock held by
the Holders. In order to enforce the foregoing covenant, KCS may impose stop-transfer
instructions with respect to the Registrable Stock of each Holder until the end of such period, and
each Holder agrees that, if so requested, such Holder will execute an agreement in the form
provided by the underwriter containing terms which are essentially consistent with the provisions
of this Section 9. 10. Confidential Information. Each Holder of Registrable Stock agrees that any
information obtained pursuant to this Registration Rights Agreement which is, or would reasonably
be perceived to be, proprietary to KCS or otherwise confidential will not be disclosed without the
prior written consent of KCS, unless required to be included, and until such inclusion, in any
Registration Statement being filed pursuant to this Registration Rights - 11 -




---



##### 



Agreement. Notwithstanding the foregoing, each Holder of Registrable Stock may disclose such
information, on a need to know basis, to their employees, accountants or attorneys (so long as
each such person to whom confidential information is disclosed agrees to keep such information
confidential) or in compliance with a court order. Each Holder of Registrable Stock further
acknowledges, understands and agrees that any confidential information will not be utilized (a) in
connection with purchases and/or sales of KCSs Securities except in compliance with applicable
state and federal antifraud statutes or (b) for any other purpose. 11. Notice of Proposed Transfers. The Holder of each certificate representing
Registrable Stock by acceptance thereof agrees to comply in all respects with the provisions of
this Section 11. Each certificate evidencing the Registrable Stock transferred as above provided
shall bear the appropriate restrictive legend set forth in Section 9.9 of the Stockholders
Agreement, except that such certificate shall not bear such restrictive legend if in the opinion of
counsel for such Holder and counsel for KCS such legend is not required in order to establish
compliance with any provision of the Securities Act. 12. Successors and Assigns. This Registration Rights Agreement shall inure to the
benefit of and be binding upon the successors of any of the parties
hereto; provided, however, the rights and benefits of TMM, MM and the Principal Stockholders with respect to
their ability to cause the Registrable Stock to be covered by a Registration Statement pursuant to
Section 2 and Section 3 hereof may be assigned only to transferees who are Permitted Transferees;
provided, however that such assignee shall be entitled to such rights and benefits only
upon becoming party to this Registration Rights Agreement as to any Registrable Stock held by such
Permitted Transferee, with all the rights and obligations of its assignor under this Registration
Rights Agreement, by delivering an executed joinder to the other parties to this Registration
Rights Agreement in a form satisfactory to the parties thereto. 13. Severability. Whenever possible, each provision of this Registration Rights
Agreement will be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Registration Rights Agreement is held to be prohibited by or invalid under
applicable law, such provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Registration Rights Agreement. 14. Descriptive Headings. The descriptive headings of this Registration Rights
Agreement are inserted for convenience only and do not constitute a part of this Registration
Rights Agreement. 15. Notices. All communications provided for hereunder shall be in writing and
delivered by hand, by facsimile or by a recognized overnight delivery service to the following
addresses, or such other addresses as shall be given by notice delivered hereunder, and shall be
deemed to have been received on the day of personal delivery thereof if by hand, upon transmission
if sent by facsimile (with request of assurance of receipt in a manner customary for communication
of such type) or on the next Business Day after deposit if sent by a recognized overnight delivery
service: If to any Holders of Registrable Stock, addressed to such Holders at their addresses as shown
on the books of KCS or its transfer agent; - 12 -




---



##### 



With a copy (which shall not constitute notice) to: Milbank, Tweed, Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
Attention: Thomas Janson, Esq. CT Corporation
1209 Orange Street
Wilmington, Delaware 19801 If to KCS, to: Kansas City Southern
P.O. Box 219335
427 West 12th Street
Kansas City, MO 64121-9335
Attention: President
Fax: (816) 816-983-1297 with a copy (which shall not constitute notice ) to: Sonnenschein Nath & Rosenthal LLP
4520 Main Street, Suite 1100
Kansas City, Missouri 64111
Attention: John Marvin, Esq.
Fax: 816-531-7545 or, as to KCS, to such other persons or at such other addresses as shall be furnished by KCS by
like notice to the other parties. 16. Effective Date. This Registration Rights Agreement shall become effective on and
as of the Closing Date provided for in the Acquisition Agreement (the Effective Date). 17. Termination. All rights under this Registration Rights Agreement shall terminate
as to any Holder on the earliest to occur of (i) the date which is five (5) years after the
Effective Date hereof and (ii) at such time as such Holder is free to sell all shares of
Registrable Stock held by such Holder pursuant to Rule 144(k) under the Securities Act or a
comparable exemption from registration that enables the Holder to sell all shares of Registrable
Stock held by such Holder without registration under the Securities Act and without restriction as
to the manner of sale. Notwithstanding the foregoing, the provisions of Section 6 hereof and the
rights and obligations thereunder shall survive the termination of this Registration Rights
Agreement. 18. Counterparts. This Registration Rights Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall together constitute
one and the same document. - 13 -




---



##### 



19. Entire Agreement. This Registration Rights Agreement constitutes the entire agreement by
and among the parties hereto with respect to the subject matter hereof. There are no promises,
warranties or undertakings, other than those set forth herein, with respect to the registration
rights granted by KCS with respect to the Registrable Stock. This Registration Rights Agreement
supersedes all prior agreements and understandings between the parties with respect to the subject
matter hereof; provided that, in the event of any conflict between this Registration Rights
Agreement and the Stockholders Agreement or the Acquisition Agreement, the provisions of those
other agreements shall control. 20. Amendments, Governing Law, Jurisdiction and Venue. This Registration Rights
Agreement may be amended, modified or supplemented only by a written instrument executed by KCS and
Holders of not less than a majority of the then existing shares of Registrable Stock. Any term,
covenant, agreement or condition in this Registration Rights Agreement may be waived (either
generally or in particular instances and either retroactively or prospectively) by written
instruments signed by KCS and Holders of not less than a majority of the existing shares of
Registrable Stock. Any such waiver shall be limited to its express terms and shall not be termed
a waiver of any other term, covenant, agreement or condition. This Registration Rights Agreement
shall be governed by and construed in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed in that state without giving any effect to any choice or
conflict of law provision or rule (whether in the State of Delaware or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of Delaware.
Each party hereto hereby agrees that any proceeding relating to this Registration Rights Agreement
shall be brought in a state court of New York or a federal court located in New York. Each party
hereto hereby consents to personal jurisdiction in any such action brought in any such New York
state or federal court, consents to service of process by registered mail made upon such party and
such partys agent and waives any objection to venue in any such New York state or federal court
and any claim that any such New York state or federal court is an inconvenient forum. 21. Service of Process. Each of the parties hereto irrevocably appoints CT
Corporation (the Process Agent), at 111 Eighth Avenue, New York, New York 10011 (212- 894-8940)
as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf
of each of the parties and their respective properties and revenues, service of copies of the
summons and complaint and any other process which may be served in any such action or proceeding
brought in the State of New York, and each of the parties hereto agrees that failure of the Process
Agent to give any notice of any such service of process to any of the parties hereto shall not
impair or affect the validity of such service or the enforcement of any judgment based thereon. - 14 -




---



##### 



IN WITNESS WHEREOF, each of the parties hereto has executed this Registration Rights Agreement as
of the day and year first written above. GRUPO TMM, S.A.
    
    KANSAS CITY SOUTHERNBy:
    
    /s/ Jose F. Serrano Segovia
    
    By:
    
    /s/ Michael R. HavertyName: JOSE F. SERRANO SEGOVIA
    
    
    
    Name: Michael R. HavertyTitle:   ATTORNEY IN FACT
    
    
    
    Title: Chairman, President & CEOBy:
    
    /s/ Javier Segovia Serrano
    
    PRINCIPAL STOCKHOLDERSName: JAVIER SEGOVIA SERRANOTitle:   ATTORNEY IN FACT/s/ Jose F. Serrano SegoviaTMM MULTIMODAL, S.A. de C.V.
    
    Jose F. Serrano SegoviaBy:
    
    /s/ Jose F. Serrano Segovia
    
    /s/ Ramon Serrano SegoviaName: JOSE F. SERRANO SEGOVIA
    
    Ramon Serrano SegoviaTitle:   ATTORNEY IN FACTBy:
    
    /s/ Javier Segovia Serrano
    
    /s/ Teresa Serrano SegoviaName: JAVIER SEGOVIA SERRANO
    
    Teresa Serrano SegoviaTitle:   ATTORNEY IN FACT
 - 15 -




---



##### 



SERVICIONS DIRECTIVOS
SERVIA, S.A DE C.V.
    
    PROMOTORA SERVIA, S.A de C.V.By:
    
    /s/ Jose F. Serrano Segovia
    
    By:
    
    /s/ Jose F. Serrano SegoviaName: JOSE F. SERRANO SEGOVIA
    
    
    
    Name: JOSE F. SERRANO SEGOVIATitle: ATTORNEY IN FACT
    
    
    
    Title: ATTORNEY IN FACTBy:
    
    /s/ Javier Segovia Serrano
    
    By:
    
    /s/ Javier Segovia SerranoName: JAVIER SEGOVIA SERRANO
    
    
    
    Name: JAVIER SEGOVIA SERRANOTitle: ATTORNEY IN FACT
    
    
    
    Title: ATTORNEY IN FACT
 - 16 -