Subsidiary Guaranty



 Exhibit 10.2 

Execution Version 

SUBSIDIARY GUARANTY 

This SUBSIDIARY GUARANTY, dated as of August 30, 2010 (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 THE BANK OF NOVA SCOTIA, in its capacity as the Administrative Agent and each of the Secured Parties. 

W I T N E S S E T H: 

WHEREAS, pursuant to the 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, Scotiabank Inverlat S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, as the
Collateral Agent and certain other institutions as syndication and documentation agents, the Lenders and the Issuers have extended Commitments to make Credit Extensions to the Borrower; and 

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; 
 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): 

“Borrower” is defined in the preamble. 

“Credit Agreement” is defined in the first recital. 

“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 the full and punctual payment 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 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 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); and 
 (b) 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 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. This Guaranty constitutes a guaranty of payment when due and
not 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. Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and
irrevocable guaranty of payment, and shall remain in full 
  

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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 2.4. 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 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 
  

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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 2.5. Waiver, etc. Each Guarantor waives promptness, diligence, notice of acceptance 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 2.6. 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 2.7; 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 2.7. 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 provisions of Sections 4.6, 4.7 and 4.11 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. 
  

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 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 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, 
  

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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 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. 

 

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 SECTION 5.5. No Waiver; Remedies. In addition to, and not in limitation of,
Section 2.3 and Section 2.5, 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 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 

 

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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” 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, 

 

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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. 

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/ Paul J. Weyandt

	Name:	 	Paul J. Weyandt
	Title:	 	Attorney-in-fact and Treasurer
	
	 HIGHSTAR HARBOR HOLDINGS
MEXICO, S. de R.L. de C.V.

		
	By:	 	 /s/ Paul J. Weyandt

	Name:	 	Paul J. Weyandt
	Title:	 	Attorney-in-fact
	
	MTC PUERTA MEXICO, S. de R.L. de C.V.
		
	By:	 	 /s/ Paul J. Weyandt

	Name:	 	Paul J. Weyandt
	Title:	 	Attorney-in-fact
	
	VAMOS a MEXICO, S.A. de C.V.
		
	By:	 	 /s/ Paul J. Weyandt

	Name:	 	Paul J. Weyandt
	Title:	 	Attorney-in-fact


  

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 ACCEPTED AND AGREED FOR ITSELF 

AND ON BEHALF OF THE SECURED PARTIES: 
  

					
	 THE BANK OF NOVA SCOTIA,

as Administrative Agent

		
	By:	 	 /s/ Michelle Phillips

		 	Name:	 	Michelle Phillips
		 	Title:	 	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 Subsidiary Guaranty, dated as of August 30, 2010 (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 THE BANK OF NOVA SCOTIA, 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. 
  

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 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: 
  

					
	 THE BANK OF NOVA SCOTIA,

as Administrative Agent

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

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