Common use of Notes Held by the Company, etc Clause in Contracts

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasers. Very truly yours, Kansas City Southern de México, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company has agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Exchange Notes is required hereunder, Notes or New Exchange Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Exchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Company, please sign the Guarantors and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasersyou. Very truly yours, Kansas City Southern de MéxicoCFP HOLDINGS, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx ___________________________ Name: Xxxxxxx Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] CFP GROUP, INC. By: ___________________________ Name: Title: CUSTOM FOOD PRODUCTS, INC. By: ___________________________ Name: Title: QF ACQUISITION CORP. By: ___________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx LynchNATIONSBANC CAPITAL MARKETS, PierceINC. XXXXXXXXX, Xxxxxx XXXXXX & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial PurchasersXXXXXXXX SECURITIES CORPORATION By: NATIONSBANC CAPITAL MARKETS, INC. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx __________________________ Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended amend or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 days one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. See “"Plan of Distribution”." ANNEX C Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until such date all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. ANNEX CD If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company Company, the Guarantor and the Initial Purchasers. Very truly yours, Kansas City Southern de MéxicoXXXXXX’X OPERATING COMPANY, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxxx X. Xxxxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Senior Vice President and Treasurer XXXXXX’X ENTERTAINMENT, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial PurchasersBy: CITIGROUP GLOBAL MARKETS INC. By: X.X. /s/ Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx X. Xxxxxxx, Xx. Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx LynchX. Xxxxxxx, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Xx. Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC GREENWICH CAPITAL MARKETS, INC. By: /s/ Yurij Slyz Xxxxxx X. Xxxxxxxx Name: Yurij Slyz Xxxxxx X. Xxxxxxxx Title: Executive Managing Director ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Notes received in exchange for securities Notes where such securities Notes were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The company has Company and the Guarantor have agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 days after the expiration dateExpiration Date, it they will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. .” ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. See “Plan of Distribution”.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company and the Guarantor have agreed that, starting on the Expiration Date and ending on the close of business 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until [•] all dealers effecting transactions in the New Notes may be required to deliver a prospectus. The Company and the Guarantor will not receive any proceeds from any sale of New Notes by brokers-dealers. New Notes received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Notes. Any Broker-Dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Notes and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date, the Company and the Guarantor will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company and the Guarantor have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX CD Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Notes Held by the Company, etc. Whenever the consent or approval ------------------------------ of Holders of a specified percentage of principal amount of Notes or New Exchange Notes is required hereunder, Notes or New Exchange Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Exchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Company, please sign the Guarantors and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasersyou. Very truly yours, Kansas City Southern de MéxicoBREED TECHNOLOGIES, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxx ------------------------------------- Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. By: X.X. Xxxxxx Securities NATIONSBANC XXXXXXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxxx X. Xxxx, Xx. --------------------------------- Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx LynchX. Xxxx, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Xx. Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC PRUDENTIAL SECURITIES INCORPORATED By: /s/ Yurij Slyz Xxxxxxxxxxx X. Xxxxxx --------------------------------- Name: Yurij Slyz Xxxxxxxxxxx X. Xxxxxx Title: Executive Managing Director ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-broker- dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. See “"Plan of Distribution”." ANNEX C Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until such date all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. ANNEX CD

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or New Exchange Notes is required hereunder, Transfer Restricted Notes or New Notes, as applicable, Exchange Notes held by the Company or its respective Affiliates (other than subsequent Holders of Transfer Restricted Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between and among the Company and the Initial Purchasers. Very truly yours, Kansas City Southern de MéxicoAlliance One International, S.A. de C.V. Inc. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: Name: Xxxxx X. Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first written above written. X.X. Xxxxxx Securities WACHOVIA CAPITAL MARKETS, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several as Initial Purchasers. Purchaser By: X.X. Xxxxxx Securities LLC Name: Title: SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT DEUTSCHE BANK SECURITIES INC. as Initial Purchaser By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx LynchName: Title: SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT ING BANK N.V., Pierce, Xxxxxx & Xxxxx Incorporated LONDON BRANCH as Initial Purchaser By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on during the expiration date and ending on the close of business 180 days after the expiration dateExchange Offer Registration Period, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. .” ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. See “Plan of Distribution”.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, during the Exchange Offer Registration Period, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until 2007, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. During the Exchange Offer Registration Period, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: The undersigned represents that it is not an Affiliate of the Company, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act. ANNEX CE FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: $150,000,000 8 1/2% Senior Notes due 2012 (the “Notes”) of Alliance One International, Inc. Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S- under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasersyou. Very truly yours, Kansas City Southern de MéxicoAMERICAN COMMUNICATIONS SERVICES, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx __________________________________ Name: Xxxxxxx Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] The foregoing forgoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx LynchBT SECURITIES CORPORATION, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf as Representative of themselves and the several Initial Purchasers. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Purchasers ANNEX A Based on interpretations by the staff of the Securities and Exchange Commission (the "Commission"), as set forth in no-action letters issued to third parties, the Company believes that the New Notes issued pursuant to the Exchange Offer may be offered for resale, resold or otherwise transferred by holders thereof (other than any holder that is an "affiliate" of the Company as defined under Rule 405 of the Securities Act), provided that such New Notes are acquired in the ordinary course of such holders' business and such holders are not engaged in, and do not intend to engage in, a distribution of such New Notes and have no arrangement or understanding with any person to participate in the distribution of such New Notes. However, the staff of the Commission has not considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to the Exchange Offer as in such other circumstances. By tendering the Notes in exchange for New Notes, each holder, other than a broker-dealer, will represent to the Company that: (i) it is not an affiliate of the Company (as defined under Rule 405 of the Securities Act); (ii) any New Notes to be received by it were acquired in the ordinary course of its business; and (iii) it is not engaged in, and does not intend to engage in, a distribution of such New Notes and has no arrangement or understanding to participate in a distribution of the New Notes. Each broker-dealer that receives new securities New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date Expiration Date (as defined in the Registration Rights Agreement) and ending on the close of business 180 days one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”." 25 -B-1- ANNEX B Based on interpretations by the staff of the Commission, as set forth in no-action letters issued to third parties, the Company believes that holders of Notes (other than any holder that is an "affiliate" of the Company as defined under Rule 405 of the Securities Act) who exchange their Notes for New Notes pursuant to the Exchange Offer may offer such New Notes for resale, resell such New Notes and otherwise transfer such New Notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders' business and such New Notes and have no arrangement or understanding with any person to participate in the distribution of such New Notes. However, the staff of the Commission has not considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to the Exchange Offer. ANNEX B C PLAN OF DISTRIBUTION Each broker-dealer that receives new securities New Notes for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. See “Plan This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Distribution”New Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ________, 199__, all dealers effecting transactions in the New Notes may be required to deliver a prospectus. For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX CD Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ______________________________________________ Address: ______________________________________________ ______________________________________________ Rider B

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Registrable Notes is required hereunder, Notes or New Exchange Notes, as applicable, held by the Company or its their respective Affiliates (other than subsequent Holders of Notes or New Registrable Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Exchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If THE DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED OCTOBER 9, 1986, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"), IS DULY ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND AND PROVIDES THAT THE NAME "HEALTH AND RETIREMENT PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE COMPANY. ALL PERSONS DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the Initial Purchasersyou. Very truly yours, Kansas City Southern de México, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. By: X.X. Xxxxxx Securities LLC HEALTH AND RETIREMENT PROPERTIES TRUST By: /s/ Xxxxx Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxx Title: Executive Director By: Xxxxxxx LynchPresident Accepted, PierceDecember 18, Xxxxxx 1997 XXXXXXX XXXXX & Xxxxx Incorporated CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Tjarda van X. Xxxxxxxx Name: Xxx Tjarda van X. Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Annex A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities where such securities were Notes acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business 180 at least 120 days after the expiration date, it will consummation of the Exchange Offer to make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Annex B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. See “"Plan of Distribution”. ." ANNEX C

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or New Exchange Notes is required hereunder, Transfer Restricted Notes or New Notes, as applicable, Exchange Notes held by the Company Company, the Guarantor or its any of their respective Affiliates (other than subsequent Holders of Transfer Restricted Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between and among the Company Company, the Guarantor and the Initial PurchasersPurchaser. 18 Very truly yours, Kansas City Southern de MéxicoAVONDALE XXXXX, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx Xxxx X. Xxxxxxx, Xx. --------------------------------- Name: Xxxxxxx Xxxxxx Xxxx X. Xxxxxxx, Xx. Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Vice Chairman and Chief Financial Officer AVONDALE INCORPORATED By: /s/ Xxxx X. Xxxxxxx, Xx. ---------------------------------- Name: Xxxx X. Xxxxxxx, Xx. Title: Vice Chairman and Chief Financial Officer The foregoing Agreement is hereby confirmed acknowledged and accepted as of the date first above writtenwritten above. X.X. Xxxxxx Securities LLC Xxxxxxx LynchWACHOVIA SECURITIES, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx X. Xxxxxx, III --------------------------- Name: Xxxxx Xxxxxx X. Xxxxxx, III Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Vice President ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer during the Exchange Offer Registration Period in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company has Company and the Guarantor have agreed that, starting on during the expiration date and ending on the close of business 180 days after the expiration dateExchange Offer Registration Period, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes during the Exchange Offer Registration Period. See “"Plan of Distribution”." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes during the Exchange Offer Registration Period. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company and the Guarantor have agreed that, during the Exchange Offer Registration Period, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. The Company and the Guarantor will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an "underwriter" within the meaning of the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. During the Exchange Offer Registration Period, the Company and the Guarantor will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company and the Guarantor have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes) other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [ ] Name: __________________________________________ Address: __________________________________________ __________________________________________ The undersigned represents that it is not an Affiliate of the Company or the Guarantor, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX CE FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 10 1/4% Senior Subordinated Notes due 2013 (the "Notes") of Avondale Xxxxx, Inc. Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-_______under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and [any restrictions on the CUSIP designation are no longer appropriate and may be removed] [the new CUSIP number for the Notes provided should be used]. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours, AVONDALE XXXXX, INC. By:________________________ Authorized Officer

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company Company, the Guarantor and the Initial Purchasers. Very truly yours, Kansas City Southern de MéxicoXXXXXX’X OPERATING COMPANY, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Senior Vice President, General Counsel and Corporate Secretary XXXXXX’X ENTERTAINMENT, INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial PurchasersBy: CITIGROUP GLOBAL MARKETS INC. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Xxxx Xxxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC GREENWICH CAPITAL MARKETS, INC. By: /s/ Yurij Slyz Xxxxxx Xxxxxx Name: Yurij Slyz Xxxxxx Xxxxxx Title: Executive Managing Director ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Notes received in exchange for securities Notes where such securities Notes were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The company has Company and the Guarantor have agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 days after the expiration dateExpiration Date, it they will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. .” ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. See “Plan of Distribution”.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company and the Guarantor have agreed that, starting on the Expiration Date and ending on the close of business 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until [•] all dealers effecting transactions in the New Notes may be required to deliver a prospectus. The Company and the Guarantor will not receive any proceeds from any sale of New Notes by brokers-dealers. New Notes received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Notes. Any Broker-Dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Notes and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date, the Company and the Guarantor will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company and the Guarantor have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX CD Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Notes and it has no arrangements or understandings with any Person to participate in a distribution of the New Notes. If the undersigned is a Broker-Dealer that will receive New Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasers. Very truly yours, Kansas City Southern de México, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Attorney-in-fact Fact [Signature page to KCSM Registration Rights Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx Xxxxxxxxx Name: Xxxxx Xxxxxx Xxxxxxxxx Title: Executive Director Vice President By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director [Signature page to KCSM Registration Rights Agreement] ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company has agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C

Notes Held by the Company, etc. Whenever the consent or approval ------------------------------- of Holders holders of a specified percentage of principal amount of Notes or New Registrable Notes is required hereunder, Registrable Notes or New Notes, as applicable, held by the Company or any of its Affiliates (other than subsequent Holders holders of Notes or New Registrable Notes if such subsequent Holders holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Registrable Notes) shall not be counted in determining whether such consent or approval was given by the Holders holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement between among the several Initial Purchasers and the Company and the Initial Purchasersin accordance with its terms. Very truly yours, Kansas City Southern de México, S.A. de C.V. EDISON MISSION ENERGY By: /s/ Xxxxxxx G. Xxxx Xxxxxx ------------------- Name: Xxxxxxx G. Xxxx Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Treasurer The foregoing Registration Rights Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. written CREDIT SUISSE FIRST BOSTON CORPORATION WESTDEUTSCHE LANDESBANK GIROZENTRALE (DUSSELDORF) By: X.X. Xxxxxx Securities LLC CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxx Xxxxxxxx X. Xxxxxx ------------------------- Name: Xxxxx Xxxxxxxx X. Xxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company has agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX CDirector

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or New Exchange Notes is required hereunder, Transfer Restricted Notes or New Notes, as applicable, Exchange Notes held by the Company or any of its Affiliates (other than subsequent Holders of Transfer Restricted Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If [The remainder of this page is intentionally left blank.] Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between and among the Company and the Initial PurchasersPurchaser. Very truly yours, Kansas City Southern de MéxicoIKON OFFICE SOLUTIONS, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx Rxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx Rxxxxxx X. Xxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Vice President and Treasurer SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT The foregoing Agreement is hereby confirmed acknowledged and accepted as of the date first above writtenwritten above. X.X. Xxxxxx Securities LLC Xxxxxxx LynchWACHOVIA CAPITAL MARKETS, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx /s Rit N Amin Name: Xxxxx Xxxxxx Rit N Amin Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer during the Exchange Offer Registration Period in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on during the expiration date and ending on the close of business 180 days after the expiration dateExchange Offer Registration Period, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. .” ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes during the Exchange Offer Registration Period. See “Plan of Distribution”.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes during the Exchange Offer Registration Period. ANNEX CThis Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, during the Exchange Offer Registration Period, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. The Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to Purchaser or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the Purchaser of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. During the Exchange Offer Registration Period, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: The undersigned represents that it is not an Affiliate of the Company, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company Company, the Guarantor and the Initial Purchasers. Very truly yours, Kansas City Southern de MéxicoXXXXXX’X OPERATING COMPANY, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxxx X. Xxxxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Senior Vice President and Treasurer XXXXXX’X ENTERTAINMENT, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial PurchasersBy: BARCLAYS CAPITAL INC. By: X.X. /s/ Xxxxxx Securities LLC Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxx X. Xxxxxxx, Xx. Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx LynchX. Xxxxxxx, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Xx. Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Notes received in exchange for securities Notes where such securities Notes were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The company has Company and the Guarantor have agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 days after the expiration dateExpiration Date, it they will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. .” ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. See “Plan of Distribution”.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company and the Guarantor have agreed that, starting on the Expiration Date and ending on the close of business 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until [•] all dealers effecting transactions in the New Notes may be required to deliver a prospectus. The Company and the Guarantor will not receive any proceeds from any sale of New Notes by brokers-dealers. New Notes received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Notes. Any Broker-Dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Notes and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date, the Company and the Guarantor will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company and the Guarantor have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX CD Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or New Notes is required hereunder, Transfer Restricted Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasersyou. Very truly yours, Kansas City Southern de México, S.A. de C.V. FOCAL COMMUNICATIONS CORPORATION By: /s/ Xxxxxxx Xxxxxx :_____________________________________ Name: Xxxxxxx Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first written above writtenXXXXXXX XXXXX BARNEY INC. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx XXXXXXXXX XXXXXX & Xxxxx Incorporated Xxxxxx Xxxxxxx XXXXXXXX SECURITIES CORPORATION XXXXXX XXXXXXX & Co. LLC Acting severally on behalf of themselves and the several Initial PurchasersCO. By: X.X. Xxxxxx Securities INCORPORATED TD SECURITIES (USA) INC. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxx Xxxxxx XXXXXXX XXXXX BARNEY INC. By:________________________________ Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Each broker-dealer that receives new securities New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such new securitiesNew Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Notes received in exchange for securities Transfer Restricted Notes where such securities New Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 90 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-broker- dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities New Notes for its own account in exchange for securitiesTransfer Restricted Notes, where such securities Transfer Restricted Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a Prospectus in connection with any resale of such New Notes. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION -------------------- Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker- dealer in connection with resales of New Notes received in exchange for Transfer Restricted Notes where such Transfer Restricted Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 90 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 2000, all dealers effecting transactions in the New Notes may be required to deliver a prospectus./1/ The Company will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker- dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an "underwriter" within the meaning of the ---------------- /1/ In addition, the legend required by Item 502(e)of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus and, if applicable, any additional information required by Items 507 and/or 508 of Regulation S-K. Act and any profit of any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. For a period of 90 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holders of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any broker- dealers) against certain liabilities, including liabilities under the Act. ANNEX D [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------------------------------------------- Address: ---------------------------------------------------------------- ------------------------------------------------------------------------- Rider B ------- If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Transfer Restricted Notes, it represents that the Transfer Restricted Notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See “Plan EXHIBIT B SUBSIDIARIES Focal Communications Corporation of Distribution”. ANNEX CNew York Focal Communications Corporation of the Mid-Atlantic Focal Communications Corporation of New Jersey Focal Communications Corporation of Virginia Focal Communications Corporation of Massachusetts Focal Communications Corporation of Florida Focal Communications Corporation of Illinois Focal Communications Corporation of Pennsylvania Focal Communications Corporation of Michigan Focal Communications Corporation of California Focal Communications Corporation of Washington Focal Communications Corporation of Ohio Focal Telecommunications Corporation Focal Communications Corporation of Texas Focal Communications Corporation of Missouri Focal Communications Corporation of Georgia Focal Communications Corporation of Colorado Focal Communications Corporation of Wisconsin Focal Financial Services, Inc. Focal International Corp. EXHIBIT C Selling Restrictions for Offers and Sales outside the United States

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or New Exchange Notes is required hereunder, Transfer Restricted Notes or New Notes, as applicable, Exchange Notes held by the Company Company, the Note Guarantors or its any of their respective Affiliates (other than subsequent Holders of Transfer Restricted Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of correctly sets forth our agreementunderstanding, please sign and return to us indicate your acceptance thereof in the enclosed duplicate hereofspace provided below for that purpose, whereupon this letter and your acceptance shall represent a constitute an agreement binding agreement between the Company Company, the Note Guarantors and the Initial Purchasers. Very truly yours, Kansas City Southern de MéxicoXXXXX XXXXX INTERNATIONAL, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] SUPREME INTERNATIONAL, INC. By: Name: Title: XXXXXXX, INC. By: Name: Title: XXXXXX CORPORATION By: Name: Title: XXXXXX HOLDINGS CORPORATION By: Name: Title: XXXXXXX APPAREL CORP. By: Name: Title: PEI LICENSING, INC. By: Name: Title: XXXXX XXXXX REAL ESTATE CORPORATION By: Name: Title: SUPREME REAL ESTATE I, LLC By: Name: Title: SUPREME REAL ESTATE II, LLC By: Name: Title: SUPREME REALTY, LLC By: Name: Title: BBI RETAIL, L.L.C. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenwritten above. X.X. Xxxxxx Securities WACHOVIA CAPITAL MARKETS, LLC Xxxxxxx LynchXXXXXXX LYNCH, PiercePIERCE, Xxxxxx XXXXXX & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. XXXXX INCORPORATED By: X.X. Xxxxxx Securities WACHOVIA CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: SCHEDULE 1 NOTE GUARANTORS Company Jurisdiction of Formation 1 Supreme International, Inc. Delaware 2 Xxxxxxx, Inc. Delaware 3 Xxxxxx Corporation Delaware 4 Xxxxxx Holdings Corporation Delaware 5 Xxxxxxx LynchApparel Corp. Delaware 6 PEI Licensing, PierceInc. Delaware 7 Xxxxx Xxxxx Real Estate Corporation Delaware 8 Supreme Real Estate I, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Florida 9 Supreme Real Estate II, LLC Florida 10 Supreme Realty, LLC Florida 11 BBI Retail, L.L.C. Florida ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer during the Exchange Offer Registration Period in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company has Company and the Note Guarantors have agreed that, starting on during the expiration date and ending on the close of business 180 days after the expiration dateExchange Offer Registration Period (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus), it they will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. .” ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. See “Plan of Distribution”.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company and the Note Guarantors have agreed that, during the Exchange Offer Registration Period (or such shorter period during which Participating Broker-Dealers are required by law to deliver a prospectus), they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 2003, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Company and the Note Guarantors will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. During the Exchange Offer Registration Period (or such shorter period during which Participating Broker-Dealers are required by law to deliver a prospectus), the Company and the Note Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company and the Note Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: The undersigned represents that it is not an Affiliate of the Company or the Note Guarantors, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act. ANNEX CE FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 8 7/8% Senior Subordinated Notes due 2013 (the “Notes”) of Xxxxx Xxxxx International, Inc. Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above that bear the CUSIP numbers 000000XX0 and X00000XX0 referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and [any restrictions on the CUSIP designation are no longer appropriate and may be removed] [the new CUSIP number for the Notes provided should be used]. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours, XXXXX XXXXX INTERNATIONAL, INC. By: Authorized Officer

Notes Held by the Company, etc. Whenever the consent or approval ------------------------------ of Holders of a specified percentage of principal stated amount at maturity of Transfer Restricted Notes or New Notes is required hereunder, Transfer Restricted Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasersyou. Very truly yours, Kansas City Southern de México, S.A. de C.V. FOCAL COMMUNICATIONS CORPORATION By: /s/ Xxxxxxx Xxxxxx X. Xxxxxx, Xx. ---------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxx, Xx. Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first written above writtenSALOMON BROTHERS INC XXXXXX XXXXXXX & CO. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. By: X.X. Xxxxxx Securities INCORPORATED NATIONSBANC XXXXXXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SALOMON BROTHERS INC By: /s/ Xxx Xxxxxxxx Xxxxxxx X. Xxxxxxxxxx --------------------------------------- Name: Xxx Xxxxxxxx Xxxxxxx X. Xxxxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Each broker-dealer that receives new securities New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Notes received in exchange for securities Transfer Restricted Notes where such securities New Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 90 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-broker- dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities New Notes for its own account in exchange for securitiesTransfer Restricted Notes, where such securities Transfer Restricted Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. See “"Plan of Distribution”." ANNEX C PLAN OF DISTRIBUTION -------------------- Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker- dealer in connection with resales of New Notes received in exchange for Transfer Restricted Notes where such Transfer Restricted Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 90 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 199__, all dealers effecting transactions in the New Notes may be required to deliver a prospectus./1/ The Company will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or ________________________ 1/ In addition, the legend required by Item 502(e)of Regulation S-K will - appear on the back cover page of the Exchange Offer prospectus and, if applicable, any additional information required by Items 507 and/or 508 of Regulation S-K. ANNEX C a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an "underwriter" within the meaning of the Act and any profit of any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. For a period of 90 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holders of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any broker- dealers) against certain liabilities, including liabilities under the Act. ANNEX CD [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name:_________________________________________________________________ Address:______________________________________________________________ ______________________________________________________________________ Rider B ------- If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Transfer Restricted Notes, it represents that the Transfer Restricted Notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or New Exchange Notes is required hereunder, Transfer Restricted Notes or New Notes, as applicable, Exchange Notes held by the Company or any of its Affiliates (other than subsequent Holders of Transfer Restricted Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between and among the Company and the Initial Purchasers. Very truly yours, Kansas City Southern de MéxicoIKON OFFICE SOLUTIONS, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx XXXXXXXX X. XXXXX Name: Xxxxxxx Xxxxxx Xxxxxxxx X. Xxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Vice President and Treasurer The foregoing Agreement is hereby confirmed acknowledged and accepted as of the date first above writtenwritten above. X.X. Xxxxxx Securities LLC Xxxxxxx LynchWACHOVIA CAPITAL MARKETS, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx XXXX XXXX Name: Xxxxx Xxxxxx Xxxx Xxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated XXXXXX BROTHERS INC. By: /s/ Xxx Xxxxxxxx XXXX XXXXXXX Name: Xxx Xxxxxxxx Xxxx Xxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Senior Vice President ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer during the Exchange Offer Registration Period in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on during the expiration date and ending on the close of business 180 days after the expiration dateExchange Offer Registration Period, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. .” ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes during the Exchange Offer Registration Period. See “Plan of Distribution”.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes during the Exchange Offer Registration Period. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, during the Exchange Offer Registration Period, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. The Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to Purchaser or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the Purchaser of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. During the Exchange Offer Registration Period, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX CD CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: The undersigned represents that it is not an Affiliate of the Company, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company Company, the Guarantor and the Initial PurchasersPurchaser. Very truly yours, Kansas City Southern de MéxicoXXXXXX’X OPERATING COMPANY, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxxx X. Xxxxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Vice President and Treasurer XXXXXX’X ENTERTAINMENT, INC. By: Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx LynchBy: XXXXXXX, PierceXXXXX & CO., Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial PurchasersINC. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx Lynch(Xxxxxxx, Pierce, Xxxxxx Sachs & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Co.) ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Notes received in exchange for securities Notes where such securities Notes were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The company has Company and the Guarantor have agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 days after the expiration dateExpiration Date, it they will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. .” ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. See “Plan of Distribution”.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company and the Guarantor have agreed that, starting on the Expiration Date and ending on the close of business 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until [•] all dealers effecting transactions in the New Notes may be required to deliver a prospectus. The Company and the Guarantor will not receive any proceeds from any sale of New Notes by brokers-dealers. New Notes received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Notes. Any Broker-Dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Notes and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date, the Company and the Guarantor will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company and the Guarantor have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX CD Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Exchange Notes is required hereunder, Notes or New Exchange Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Exchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasersyou. Very truly yours, Kansas City Southern de MéxicoFIRSTWORLD COMMUNICATIONS, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx XXXXXX X. XXXXXXX ---------------------------- Name: Xxxxxx X. Xxxxxxx Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] :Senior Vice President, Corporate Finance and Administration The foregoing forgoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx LynchBEAR, Pierce, Xxxxxx XXXXXXX & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial PurchasersCO. INC. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx XXXX XXXXXX ------------------------ Name: Xxxxx Xxxxxx XXXX XXXXXX Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director For itself and the other Initial Purchasers named in the preamble hereto. ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 days one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. See “"Plan of Distribution”." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until __________________, 199___, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX CD RIDER A / / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: -------------------------------------------- Address: ----------------------------------------- ----------------------------------------- RIDER B If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Exchange Notes is required hereunder, Notes or New Exchange Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Exchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Company, please sign the Subsidiary Guarantors and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasersyou. Very truly yours, Kansas City Southern de MéxicoXXXXX INDUSTRIES, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx XXXXX XXXXX ------------------------------------- Name: Xxxxxxx Xxxxxx Xxxxx Xxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Secretary XXXXX FLOORING PRODUCTS, INC. XXXXX CUSTOM PROCESSING, INC. XXXXX RUBBER COMPANY, INC. XXXXXX PRODUCTS COMPANY, INC. Each, a Subsidiary Guarantor By: /s/ XXXXX XXXXX ------------------------------------- Name: Xxxxx Xxxxx Title: Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. By: X.X. Xxxxxx Securities NATIONSBANC XXXXXXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxxx XXXXX XXXXX --------------------------- Name: Xxxxx Xxxxxx Xxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Associate ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended amend or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 days one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. See “"Plan of Distribution”. ANNEX C."

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or New Exchange Notes is required hereunder, Transfer Restricted Notes or New Notes, as applicable, Exchange Notes held by the Company Company, the Parent Guarantor or its any of their respective Affiliates (other than subsequent Holders of Transfer Restricted Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between and among the Company Company, the Parent Guarantor and the Initial PurchasersPurchaser. Very truly yours, Kansas City Southern de México, S.A. de C.V. HXXXXXXXX INTERNATIONAL PUBLISHING INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] HXXXXXXXX INTERNATIONAL INC. By: Name: Title: The foregoing Agreement is hereby confirmed acknowledged and accepted as of the date first above writtenwritten above. X.X. Xxxxxx Securities LLC Xxxxxxx LynchWACHOVIA SECURITIES, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial PurchasersINC. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer during the Exchange Offer Registration Period in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company has Company and the Parent Guarantor have agreed that, starting on during the expiration date and ending on the close of business 180 days after the expiration dateExchange Offer Registration Period, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. .” ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes during the Exchange Offer Registration Period. See “Plan of Distribution”.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes during the Exchange Offer Registration Period. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company and the Parent Guarantor have agreed that, during the Exchange Offer Registration Period, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. The Company and the Parent Guarantor will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. During the Exchange Offer Registration Period, the Company and the Parent Guarantor will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company and the Parent Guarantor have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: The undersigned represents that it is not an Affiliate of the Company or the Parent Guarantor, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act. ANNEX CE FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 50 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 9% Senior Notes due 2010 (the “Notes”) of Hxxxxxxxx International Publishing Inc. Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S- under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and [any restrictions on the CUSIP designation are no longer appropriate and may be removed] [the new CUSIP number for the Notes provided should be used]. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours, HXXXXXXXX INTERNATIONAL PUBLISHING INC. By: Authorized Officer

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Exchange Notes is required hereunder, Notes or New Exchange Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Exchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If 23 Please confirm that the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Company, please sign the Subsidiary Guarantors and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasersyou. Very truly yours, Kansas City Southern de MéxicoINDESCO INTERNATIONAL, S.A. de C.V. INC. By: /s/ Xxxxxxx Ariex Xxxxxx ________________________ Name: Xxxxxxx Ariex Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Vice Chairman, President, Asst. Secretary and CEO AFA PRODUCTS, INC. By: /s/ Ariex Xxxxxx ________________________ Name: Ariex Xxxxxx Title: Vice Chairman CONTINENTAL SPRAYERS INTERNATIONAL, INC. By: /s/ Ariex Xxxxxx ________________________ Name: Ariex Xxxxxx Title: Vice Chairman, Secretary and CEO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. By: X.X. Xxxxxx Securities NATIONSBANC MONTXXXXXX XXXURITIES LLC By: /s/ Xxxxx Paul X. Xxxxxx ________________________ Name: Xxxxx Paul X. Xxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Senior Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director 24 ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended amend or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 days one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." 25 ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. See “"Plan of Distribution”." 26 ANNEX C Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until such date all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. 27 ANNEX CD

Notes Held by the Company, etc. Whenever the consent or approval of Exchange Holders of a specified percentage of the aggregate principal amount of Notes or New Exchange Notes is required hereunder, Notes or New Notes, as applicable, Exchange Notes held by the Company or its Affiliates (other than subsequent Exchange Holders of Notes or New Notes if such subsequent Exchange Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Exchange Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasersyou. Very truly yours, Kansas City Southern de MéxicoSPANISH BROADCASTING SYSTEM, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx Josexx X. Gxxxxx ----------------------------------- Name: Xxxxxxx Xxxxxx Josexx X. Gxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Executive VP, Chief Financial Officer and Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial PurchasersLEHMXX XXXTHERS INC. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx Alexxxxxx Xxxx ------------------------------- Name: Xxxxx Xxxxxx Alexxxxxx Xxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director MD ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 days one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. See “"Plan of Distribution”." ANNEX C Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. ANNEX CThis Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until such date all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of the Notes, Exchange Notes or New Private Exchange Notes is required hereunder, Notes, Exchange Notes or New Private Exchange Notes, as applicable, held by the Company or its Affiliates affiliates (other than subsequent Holders of Notes, Exchange Notes or New Private Exchange Notes if such subsequent Holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Notes, Exchange Notes or New Private Exchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the Initial Purchasers. Very truly yours, Kansas City Southern de México, S.A. de C.V. WYETH By: /s/ Xxxxxxx Xxxxxx Jxxx X. X’Xxxxxx Name: Xxxxxxx Xxxxxx Jxxx X. X’Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] The foregoing Agreement is hereby confirmed Vice President and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx LynchTreasurer Accepted: November 14, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC 2005 Acting severally on behalf of themselves and the several Initial PurchasersPurchasers listed in Schedule I hereto. J.X. XXXXXX SECURITIES INC. By: X.X. /s/ Mxxxx Xxxxxx Securities LLC Name: Mxxxx Xxxxxx Title: Vice President CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxx Gxxxxx X. Xxxxxxx Xx. Name: Xxxxx Xxxxxx Title: Executive Director By: Gxxxxx X. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Xx. Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business 180 days after the expiration dateExpiration Date (as defined herein), it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C.

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or New Exchange Notes is required hereunder, Transfer Restricted Notes or New Notes, as applicable, Exchange Notes held by the Company or its respective Affiliates (other than subsequent Holders of Transfer Restricted Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between and among the Company and the Initial Purchasers. Very truly yours, Kansas City Southern de México, S.A. de C.V. DIMON Incorporated By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Bxxxx X. Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Chairman and Chief Executive Officer By: Name: Jxxxx X. Xxxxxx Title: Senior Vice President - Chief Financial Officer SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT The foregoing Agreement is hereby confirmed and accepted as of the date first written above written. X.X. Xxxxxx Securities WACHOVIA CAPITAL MARKETS, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several as Initial Purchasers. Purchaser By: X.X. Xxxxxx Securities LLC Name: Title: SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT DEUTSCHE BANK SECURITIES INC. as Initial Purchaser By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx LynchName: Title: SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT ING BANK N.V., Pierce, Xxxxxx & Xxxxx Incorporated LONDON BRANCH as Initial Purchaser By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on during the expiration date and ending on the close of business 180 days after the expiration dateExchange Offer Registration Period, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. .” ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. See “Plan of Distribution”.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, during the Exchange Offer Registration Period, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until 2005, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. During the Exchange Offer Registration Period, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: __________________________ The undersigned represents that it is not an Affiliate of the Company, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act. ANNEX CE FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 50 Xxxxx Xxxxxx, 50th Floor New York, NY 10041 Re: $315,000,000 11% Senior Notes due 2012 and $100,000,000 12 3/4% Senior Subordinated Notes due 2012 (collectively, the “Notes”) of Alliance One International Inc. Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S- under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours, Authorized Officer

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or New Notes is required hereunder, Transfer Restricted Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasersyou. Very truly yours, Kansas City Southern de México, S.A. de C.V. FOCAL COMMUNICATIONS CORPORATION By: /s/ Xxxxxxx Xxxxxx X. Xxxxxx, Xx. -------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxx, Xx. Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Director, President and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first written above writtenXXXXXXX XXXXX BARNEY INC. X.X. Xxxxxx Securities XXXXXXXXX XXXXXX & XXXXXXXX SECURITIES CORPORATION XXXXXX XXXXXXX & CO. INCORPORATED TD SECURITIES (USA) INC. BANC OF AMERICA SECURITIES LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial PurchasersBy: XXXXXXX XXXXX BARNEY INC. By: X.X. /s/ Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxx Xxxxxx X. Xxxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Each broker-dealer that receives new securities New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such new securitiesNew Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Notes received in exchange for securities Transfer Restricted Notes where such securities New Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 90 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-broker- dealer for use in connection with any such resale. See “"Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C."

Notes Held by the Company, etc. Whenever the consent or approval of Holders holders of a specified percentage of principal amount of Notes or New Registrable Notes is required hereunder, Registrable Notes or New Notes, as applicable, held by the Company or any of its Affiliates (other than subsequent Holders holders of Notes or New Registrable Notes if such subsequent Holders holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Registrable Notes) shall not be counted in determining whether such consent or approval was given by the Holders holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement between among the several Initial Purchasers and the Company and the Initial Purchasersin accordance with its terms. Very truly yours, Kansas City Southern de México, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxx EDISON MISSION ENERGY By:/s/ Steven Eisenberg ----------------------------------- Name: Xxxxxxx Xxxxxx Steven Eisenberg Title: Attorney-in-fact [Signature page to KCSM Vixx Xxxxxxxxx xxx Associate General Counsel The foregoing Registration Rights Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenwritten CREDIT SUISSE FIRST BOSTON CORPORATION BMO NESBITT BURNS CORP. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial PurchasersSALOMON SMITH BARNEY INC. SG COWEN SECURITIES CORXXXXXXXN XX XECURITIXX (XXX) XXX. XXXXXXUTSCHE XXXXXXXANK GIROZENTRALE (DUSSELDORF) By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx NameCREDIT SUISSE FIRST BOSTON CORPORATION By:/s/ James Bartlett --------------------------------------- Naxx: Xxxxx Xxxxxx Xxrtlett Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company has agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX CDirector

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Exchange Notes is required hereunder, Notes or New Exchange Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Exchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasersyou. Very truly yours, Kansas City Southern de México, S.A. de C.V. XXXXXX/SYGNET COMMUNICATIONS COMPANY By: /s/ Xxxxxxx X. Xxxxxx ---------------------------- Name: Xxxxxxx X. Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities NATIONSBANC XXXXXXXXXX SECURITIES LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf As representative of themselves and the several Initial Purchasers. By: X.X. Purchasers listed on Schedule I hereto By:/s/ Xxxx X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx --------------------- Name: Xxxxx Xxxx X. Xxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: SCHEDULE I INITIAL PURCHASERS NationsBanc Xxxxxxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Brothers Inc. First Union Securities, Inc. a division of Wheat First Securities, Inc. TD Securities (USA) Inc. ANNEX A Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 days one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. See “"Plan of Distribution”. ANNEX C."

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company Company, the Guarantor and the Initial PurchasersPurchaser. Very truly yours, Kansas City Southern de MéxicoXXXXXX'X OPERATING COMPANY, S.A. de C.V. INC. By: /s/ Xxxxxxx Xxxxxx XXXXXXXX XXXXXXXX Name: Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] Vice President of Finance XXXXXX'X ENTERTAINMENT, INC. By: /s/ XXXXXXXX XXXXXXXX Name: Xxxxxxxx Xxxxxxxx Title: Vice President of Finance The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial PurchasersCITIGROUP GLOBAL MARKETS INC. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx XXXXXX XXXXX Name: Xxxxxx Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Vice President 18 ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Notes received in exchange for securities Notes where such securities Notes were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The company has Company and the Guarantor have agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business 180 days one year after the expiration dateExpiration Date, it they will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”. ANNEX B ." Each brokerBroker-dealer Dealer that receives new securities New Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. See “"Plan of Distribution”." ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. ANNEX CThis Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company and the Guarantor have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until [ ], 2004, all dealers effecting transactions in the New Notes may be required to deliver a prospectus. The Company and the Guarantor will not receive any proceeds from any sale of New Notes by brokers-dealers. New Notes received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Notes. Any Broker-Dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of New Notes and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company and the Guarantor will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company and the Guarantor have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: