ContractTFM Sa De Cv • December 6th, 2005 • Railroads, line-haul operating
Individual Employment Contract for an indefinite term executed on the one part by, TFM, S.A. DE C.V., represented by Mr. Juan Ezequiel Vergara Kuri, hereinafter called the “Company”, and, on the other part by Mr. Victor Manuel Huacuja Leyzaola, hereinafter called the “Employee”, in his own right, the same that is entered into by both parties in accordance with the following representations and clauses:
TERMINATION AGREEMENTTermination Agreement • December 6th, 2005 • TFM Sa De Cv • Railroads, line-haul operating
RODRIGO ROEL OLVERA, empowered by Kansas City Southern de México, S.A. de C.V., formerly known as TFM, S.A. de C.V., personality and faculties that are established by the terms of the Notarial Testimony that it exhibits and Eng. FRANCISCO JAVIER RIÓN DEL OLMO, by his own right, who identifies himself with a passport issued by the Consular Section of the Embassy of Mexico in London, England with number GBR313, documents which they ask to be returned, before you respectfully they state:
EMPLOYMENT CONTRACTEmployment Contract • December 6th, 2005 • TFM Sa De Cv • Railroads, line-haul operating • Texas
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • December 6th, 2005 • TFM Sa De Cv • Railroads, line-haul operating • New York
TFM, S.A. de C.V. (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange up to $460,000,000 aggregate principal amount of its 9 3/8% Senior Notes due 2012 (the “Exchange Notes”) for an equal aggregate principal amount of its outstanding 9 3/8% Senior Notes due 2012 (the “Old Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus”) included in the Company’s registration statement on Form S-4 (File No. 333-129566) as amended (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2005. The Old Notes and the Exchange Notes are collectively referred to in this Exchange Agent Agreement (this “Agreement”) as the “Notes” or the “Securities.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Registration Statement or the accompanying letter of transmittal (the “Letter of Transmittal”).
