exv4w10



 





Exhibit 4.10




REGULATION S RESTRICTED GLOBAL NOTE



UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.



TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN SECTION 2.08 OF THE INDENTURE.



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER




     (1) REPRESENTS THAT




     (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER”
(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,




     (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a))
(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR




     (C) IT IS NOT A UNITED STATES PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT) AND



     (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS NOTE OR ANY BENEFICIAL



 









 







INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES AND ONLY




     (A) TO THE COMPANY,




     (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT,




     (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT,




     (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR




     (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.



     PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A
DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE
DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E)
ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



     AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “UNITED STATES PERSON”
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING RESTRICTIONS



     THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN).



 









 





Kansas City Southern de México, S.A. de C.V.




7 3/8% Senior Notes due 2014




CUSIP: P6052A AB0

ISIN: USP6052AAB00




No. 2 U.S.$1,020,000




     Kansas City Southern de México, S.A. de C.V., a corporation (sociedad anónima de capital
variable) organized under the laws of Mexico (the “Company,” which term includes any successor
under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or
its registered assigns, the principal sum of U.S.$1,020,000 on June 1, 2014.



     Interest Payment Dates: June 1 and December 1, commencing December 1, 2007.



     Regular Record Dates: May 15 and November 15.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



 









 





     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers.



	 	 	 	 	 
	Date:  May 16, 2007 	Kansas City Southern de México, S.A. de C.V.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Trustee’s Certificate of Authentication





     This
is one of the 7 3/8% Senior Notes described in the within-mentioned Indenture.



	 	 	 	 	 
	 	U.S. Bank National Association, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








Kansas City Southern de México, S.A. de C.V.




REVERSE SIDE OF SECURITY




7 3/8% Senior Notes





	1.	 	Principal and Interest.





     The Company will pay the principal of this Note on June 1, 2014.



     The Company promises to pay interest on the principal amount of this Note on each Interest
Payment Date, as set forth below, at the rate per annum shown above.



     Interest will be payable semiannually (to the holders of record of the Notes at the close of
business on May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest
Payment Date, commencing December 1, 2007.



     Interest on the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from May 16, 2007; provided that, if there is no existing default
in the payment of interest and this Note is authenticated between a Regular Record Date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such
Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day
months.



     The Company shall pay interest on overdue principal and premium, if any, and interest on
overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of
the rate otherwise payable.




	2.	 	Method of Payment.





     The Company will pay principal as provided above and interest (except defaulted interest) on
the principal amount of the Notes as provided above on each June 1 and December 1 to the persons
who are Holders (as reflected in the Note Register at the close of business on May 15 and November
15 immediately preceding the Interest Payment Date), in each case, even if the Note is cancelled on
registration of transfer or registration of exchange after such record date; provided that, with
respect to the payment of principal, the Company will not make payment to the Holder unless this
Note is surrendered to a Paying Agent.



     The Company will pay principal, premium, if any, and, as provided above, interest (and
Additional Amounts, if any) in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, the Company may pay principal, premium,
if any, and interest by its check payable in such money. It may mail an interest check to a
Holder’s registered address (as reflected in the Note Register). If a payment date is a date other
than a Business Day at a place of payment, payment may be made at that place on the next succeeding
day that is a Business Day and no interest shall accrue for the intervening period.



 









 






	3.	 	Paying Agent and Registrar.





     Initially, the Trustee will act as authenticating agent, Paying Agent in New York and
Registrar. Dexia Banque Internationale, á Luxembourg société anonyme, will act as Luxembourg
Paying Agent. The Company may appoint or change any authenticating agent, Paying Agent or
Registrar without notice. The Company, any Subsidiary or any Affiliate of any of them may act as
Paying Agent, Registrar or co-Registrar.




	4.	 	Indenture; Limitations.





     The Company issued the Notes under an Indenture dated as of May 16, 2007 (the “Indenture”),
between the Company and U.S. Bank National Association as trustee (the “Trustee”) and as paying
agent (“Paying Agent”). Capitalized terms herein are used as defined in the Indenture unless
otherwise indicated. The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such
terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all
such terms. To the extent permitted by applicable law, in the event of any inconsistency between
the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.



     The Notes are general unsecured obligations of the Company. The Indenture limits the
aggregate principal amount of the Notes to U.S.$165,000,000 plus any Add On Notes or Exchange Notes
that may be issued in exchange for Notes pursuant to the Registration Rights Agreement.



     5. Optional Redemption.



     The Notes will be redeemable, at the Company’s option, in whole at any time or in part from
time to time, on or after June 1, 2011 and prior to maturity, upon not less than 30 nor more than
60 days’ prior notice mailed by first class mail to each Holders’ last address as it appears in the
Note Register, at the following Redemption Prices (expressed in percentages of principal amount),
plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders
of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive
interest due on an Interest Payment Date), if redeemed during the 12-month period commencing
December 1, of the years set forth below:



	 	 	 	 	 
	Year	 	Redemption Price	 
	2011
	 	 	103.688	%
	2012
	 	 	101.844	%
	2013
	 	 	100.000	%






     In addition, at any time prior to June 1, 2010, the Company may redeem up to 35% of the
principal amount of the Notes with the Net Cash Proceeds of one or more Equity Offerings by the
Company, Grupo KCSM or KCS to the extent the Net Cash Proceeds thereof are contributed to the
Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the
Company, at a Redemption Price equal to 107.375% of the principal amount thereof, plus accrued and
unpaid interest and liquidated damages thereon (as determined



 









 







by the Company), if any, to the Redemption Date; provided, however, that after giving effect
to any such redemption:




	 	(1)	 	at least 65% of the original aggregate principal amount of the
Notes remains outstanding; and
	 
	 	(2)	 	any such redemption must be made within 60 days of such Equity
Offering and must be made in accordance with certain procedures set forth in
the Indenture.





     Upon completion of the Exchange Offer, the Company may also redeem any Notes which were not
surrendered in the Exchange Offer in an amount up to 2.0% of the original aggregate principal
amount of the Notes issued at a redemption price of 100% of their principal amount plus accrued and
unpaid interest thereon, if any, to the Redemption Date.




	6.	 	Redemption for Changes in Withholding Taxes.





     The Notes will be subject to redemption, in whole but not in part, at the option of the
Company at any time at 100% of their principal amount together with accrued interest and any
Additional amounts thereon, if any, to the Redemption Date, in the event the Company has become or
would become obligated to pay, on the next date on which any amount would be payable with respect
to the Notes, any Additional Amounts in excess of those attributable to a withholding tax rate of
4.9% as a result of a change in or amendment to the laws (including any regulations or general
rules promulgated thereunder) of Mexico (or any political subdivision or taxing authority thereof
or therein), or any change in or amendment to any official position regarding the application,
administration or interpretation of such laws, regulations or general rules, including a holding of
a court of competent jurisdiction, which change or amendment is announced or becomes effective on
or after May 14, 2007. The Company shall not, however, have the right to redeem Notes from a
Holder pursuant to this Section except to the extent that it is obligated to pay Additional Amounts
to such Holder that are greater than the Additional Amounts that would be payable based on a
Mexican Withholding Tax rate of 4.9%.




	7.	 	Partial Redemption.





     In the case of any partial redemption, selection of the Notes for redemption will be made by
the Trustee in compliance with the requirements, as certified to it by the Company, of the
principal national securities exchange, if any, on which such Notes are listed or, if such Notes
are not listed on a national securities exchange, by lot or by such other method as such Trustee in
its sole discretion shall deem to be fair and appropriate; provided that no Note of U.S.$100,000 in
principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only,
the notice of redemption relating to such Note shall state the portion of the principal amount
thereof to be redeemed. A Note in principal amount equal to the unredeemed portion thereof will be
issued in the name of the Holder thereof upon cancellation of the original Note.



 









 






	8.	 	Notice of Redemption.





     Notice of any redemption pursuant to Section 5 hereof will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at his or her
last address as it appears in the Note Register. Notice of any redemption pursuant to Section 6
hereof will be mailed at least six days before the Redemption Date to each Holder of Notes to be
redeemed at his or her last address as it appears in the Note Register. Notes in original
denominations larger than U.S.$100,000 may be redeemed in part. On and after the Redemption Date,
interest ceases to accrue and the principal amount shall remain constant (using the principal
amount as of the Redemption Date) on Notes or portions of Notes called for redemption, unless the
Company defaults in the payment of the Redemption Price.




	9.	 	Repurchase upon Change of Control.





     Upon the occurrence of any Change of Control, each Holder shall have the right to require the
repurchase of its Notes by the Company in cash pursuant to the offer described in the Indenture at
a purchase price equal to 101% of the principal amount thereof on the date of repurchase plus
accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”).



     A notice of such Change of Control will be mailed within 30 days after any Change of Control
occurs to each Holder at his last address as it appears in the Note Register. Notes in original
denominations larger than U.S.$100,000 may be sold to the Company in part. On and after the Change
of Control Payment Date, interest ceases to accrue on Notes or portions of Notes surrendered for
purchase by the Company, unless the Company defaults in the payment of the Change of Control
Payment.




	10.	 	Denominations; Transfer; Exchange.





     The Notes are in registered form without coupons in minimum denominations of U.S.$100,000 of
principal amount and multiples of U.S.$1,000 in excess thereof. A Holder may register the transfer
or exchange of Notes in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Registrar need not register the transfer
or exchange of any Notes selected for redemption. Also, it need not register the transfer or
exchange of any Notes for a period of 15 days before a selection of Notes to be redeemed is made.




	11.	 	Persons Deemed Owners.





     A Holder shall be treated as the owner of a Note for all purposes.




	12.	 	Unclaimed Money.





     If money for the payment of principal, premium, if any, or interest remains unclaimed for two
years, the Trustee and the Paying Agent will pay the money back to the Company at its request.
After that, Holders entitled to the money must look to the Company for



 









 







payment, unless an abandoned property law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.




	13.	 	Discharge Prior to Redemption or Maturity.





     The Company’s obligations pursuant to the Indenture will be discharged, except for obligations
pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of
all the Notes or upon the irrevocable deposit with the Trustee of U.S. Dollars or Government
Securities sufficient to pay when due principal of and interest on the Notes to maturity or
redemption, as the case may be.




	14.	 	Amendment; Supplement; Waiver.





     Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the Notes then
outstanding, and any existing default or compliance with any provision may be waived with the
consent of the Holders of at least a majority in principal amount of the Notes then outstanding.
Without notice to or the consent of any Holder, the parties thereto may amend or supplement the
Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency and make
any change that does not materially and adversely affect the rights of any Holder.




	15.	 	Restrictive Covenants.





     The Indenture imposes certain limitations on the ability of the Company and its Restricted
Subsidiaries, among other things, to incur additional Indebtedness, make Restricted Payments, use
the proceeds from Asset Sales, enter into sale-leaseback transactions, engage in transactions with
Affiliates or, with respect to the Company, merge, consolidate or transfer substantially all of
their assets. Within 90 days after the end of each fiscal year, the Company must report to the
Trustee on compliance with such limitations.




	16.	 	Successor Persons.





     When a successor person or other entity assumes all the obligations of its predecessor under
the Notes and the Indenture, the predecessor person will be released from those obligations.




	17.	 	Defaults and Remedies.





     The following events constitute “Events of Default” under the Indenture: (a) default in the
payment of principal of (or premium, if any, on) any Note when the same becomes due and payable at
maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any
Note when the same becomes due and payable, and such default continues for a period of 30 days; (c)
the Company defaults in the performance of or breaches the provisions of Article Five of the
Indenture or fails to make or consummate an Offer to Purchase in accordance with Section 4.11 or
Section 4.12 of the Indenture; (d) the Company defaults in the performance of or breaches any other
covenant or agreement of the Company in the Indenture or under this Note (other than a default
specified in clause (a), (b) or (c) above),



 









 







and such default or breach continues for a period of 60 consecutive days after written notice
by the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes; (e) there
occurs with respect to any issue or issues of Indebtedness of the Company or any of its Significant
Subsidiaries having an outstanding principal amount of U.S.$20 million or more in the aggregate for
all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be
created, (I) an event of default that has caused the holder thereof to declare such Indebtedness to
be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in
full or such acceleration has not been rescinded or annulled within 30 days of such acceleration
and/or (II) the failure to make a principal payment at the final (but not any interim) fixed
maturity and such defaulted payment shall not have been made, waived or extended within 30 days of
such payment default; (f) [intentionally omitted]; (g) any final judgment or order (not covered by
insurance) for the payment of money in excess of U.S.$10 million in the aggregate for all such
final judgments or orders against all such Persons (treating any deductibles, self-insurance or
retention as not so covered) shall be rendered against the Company or any of its Significant
Subsidiaries and shall not be paid or discharged, and there shall be any period of 30 consecutive
days following entry of the final judgment or order that causes the aggregate amount for all such
final judgments or orders outstanding and not paid or discharged against all such Persons to exceed
U.S.$10 million during which a stay of enforcement of such final judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; (h) a court having jurisdiction in the
premises enters a decree or order for (A) relief in respect of the Company or any of its
Significant Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee,
síndico, custodian, trustee, sequestrator or similar official of the Company or any of its
Significant Subsidiaries or for all or substantially all of the property and assets of the Company
or any of its Significant Subsidiaries or (C) the winding up or liquidation of the affairs of the
Company or any of its Significant Subsidiaries and, in each case, such decree or order shall remain
unstayed and in effect for a period of 30 consecutive days; (i) the Company or any of its
Significant Subsidiaries (A) commences a voluntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or consents to the entry of an order for relief in
an involuntary case under any such law, (B) consents to the appointment of or taking possession by
a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the
Company or any of its Significant Subsidiaries or for all or substantially all of the property and
assets of the Company or any of its Significant Subsidiaries or (C) effects any general assignment
for the benefit of creditors; or (j) (A) the Concession Title shall cease to grant to the Company
the rights (including exclusive rights) originally provided therein and such cessation has had a
material adverse effect on its Restricted Subsidiaries taken as a whole; (B) (x) the Concession
Title shall for any reason be terminated and not reinstated within 30 days or (y) rights provided
therein which were originally exclusive to the Company shall become nonexclusive and the cessation
of such exclusivity has had a material adverse effect on the Company and its Restricted
Subsidiaries, taken as a whole; or (C) the operations of the Northeast Rail Lines shall be
commandeered or repossessed (a requisa) for a period of 90 days or more. If an Event of Default
(other than an Event of Default specified in clause (h), (i) or (j)(B)(x) above that occurs with
respect to the Company) occurs and is continuing under the Indenture, the Trustee or the Holders of
at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the
Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the
request of such



 









 







Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately
due and payable.



     If an Event of Default specified in clause (h)(i) or (j)(B)(x) above occurs with respect to
the Company and is continuing, the Notes automatically become due and payable. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain
limitations, Holders of at least a majority in principal amount of the Notes then outstanding may
direct the Trustee in its exercise of any trust or power.




	18.	 	Additional Amounts.





     Any payments by the Company under or with respect to the Notes may require the payment of
Additional Amounts as may become payable under Section 4.20 of the Indenture.




	19.	 	Trustee Dealings with Company.





     The Trustee under the Indenture, in its individual or any other capacity, may make loans to,
accept deposits from and perform services for the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates as if it were not the Trustee.




	20.	 	No Recourse Against Others.





     No incorporator or any past, present or future partner, shareholder, other equity holder,
officer, director, employee or controlling person as such, of the Company or of any successor
Person shall have any liability for any obligations of the Company under the Notes or the Indenture
or for any claim based on, in respect of or by reason of, such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Notes.




	21.	 	Authentication.





     This Note shall not be valid until the Trustee or authenticating agent signs the certificate
of authentication on the other side of this Note.




	22.	 	Abbreviations.





     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to
Minors Act).



     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to Kansas City Southern de México, S.A. de C.V., Montes Urales No.
625, Col. Lomas de Chapultepec, Delegación Miguel Hidalgo, 11000, México D.F., Attention: Chief
Financial Officer.



 









 





TRANSFER NOTICE




     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto



Insert Taxpayer Identification No.



 



Please print or typewrite name and address including zip code of assignee



 



the within Note and all rights thereunder, hereby irrevocably constituting and appointing



                                                            
                     attorney to transfer said Note on the books of the Company with full power
of substitution in the premises.




[THE FOLLOWING PROVISION TO BE INCLUDED

ON ALL NOTES OTHER THAN EXCHANGE NOTES,

OFFSHORE GLOBAL NOTES AND

OFFSHORE PHYSICAL NOTES]




     In connection with any transfer of this Note occurring prior to the date which is the earlier
of (i) the date of an effective registration statement or (ii) the end of the period referred to in
Rule 144(k) under the Securities Act, the undersigned confirms that without utilizing any general
solicitation or general advertising:



[Check One]




	 	 	 
	[  ](a)
	 	this Note is being transferred in compliance with the exemption from registration
under the Securities Act of 1933, as amended, provided by
Rule 144A thereunder.







or




	 	 	 
	[  ](b)
	 	this Note is being transferred other than in accordance with (a) above and documents
are being furnished which comply with the conditions of transfer set forth in this Note and
the Indenture.








 









 







If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to
register this Note in the name of any Person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in Section 2.08 of the
Indenture shall have been satisfied.




	 	 	 	 	 
	Date:
	 	 	 	 

	 	 	 
	 	 

	 	 	 	 	NOTICE: The signature to this assignment must
correspond with the name as written upon the face of the
within-mentioned instrument in every particular,
without alteration or any change whatsoever.






TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.




     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.



	 	 	 	 	 
	Date:
	 	 	 	 

	 	 	 
	 	 

	 	 	 	 	NOTICE: To be executed by an executive officer






 









 






OPTION OF HOLDER TO ELECT PURCHASE




     If you wish to have this Note purchased by the Company pursuant to Section 4.11 or Section
4.12 of the Indenture, check the Box:  o



     If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.11
or Section 4.12 of the Indenture, state the amount: U.S.$                                         


Date:




	 	 	 
	Your Signature:  
	 	 

	 	 	 

	 	 	(Sign exactly as your name appears on the other side of this Note)







Signature Guarantee: