0001193125-13-014727 Sample Contracts

Contract
Second Amendment Agreement • January 16th, 2013 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating

SECOND AMENDMENT AGREEMENT to that certain Partnership Interest Pledge Agreement, dated January 10, 2013 (this “Amendment Agreement”) entered into by and among Highstar Harbor Holdings México, S. de R.L. de C.V. (“HHH”) and Nafta Rail, S.A. de C.V. (“Nafta” and together with HHH, the “Pledgors” and each a “Pledgor”), MTC Puerta México, S. de R.L. de C.V. (the “Company”), JPMorgan Chase Bank, N.A., as Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as pledgee (hereinafter, together with its successors or assigns, the “Pledgee”, and together with the Pledgors and the Company, the “Parties”) (capitalized terms used and not defined herein shall have the meanings ascribed to them in the Original Partnership Interest Pledge Agreement (as defined below)).

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Contract
Second Amendment Agreement • January 16th, 2013 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating

SECOND AMENDMENT AGREEMENT to that certain Stock Pledge Agreement, dated January 10, 2013 (this “Amendment Agreement”) entered into by and among MTC Puerta México, S. de R.L. de C.V. (“MTC”) and Highstar Harbor Holdings México, S. de R.L. de C.V (“HHH” and together with MTC, the “Pledgors” and each a “Pledgor”), Vamos a México, S.A. de C.V. (the “Company”), JPMorgan Chase Bank, N.A., as Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as pledgee (hereinafter, together with its successors or assigns, the “Pledgee”, and together with the Pledgors and the Company, the “Parties”) (capitalized terms used and not defined herein shall have the meanings ascribed to them in the Original Stock Pledge Agreement (as defined below)).

Contract
Third Amendment Agreement • January 16th, 2013 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating

THIRD AMENDMENT AGREEMENT to that certain Asset Pledge Agreement dated January 10, 2013 (this “Amendment Agreement”) entered into by and among Kansas City Southern de México, S.A. de C.V. (“KCSM”), Arrendadora KCSM, S. de R.L. de C.V. (“Arrendadora”), Highstar Harbor Holdings México, S. de R.L. de C.V. (“HHH”), MTC Puerta Mexico, S. de R.L. de C.V. (“MTC”), and Vamos a México, S.A. de C.V. (“VAM” and together with KCSM, Arrendadora, HHH and MTC, the “Pledgors” and each a “Pledgor”), JPMorgan Chase Bank, N.A., as Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as pledgee (hereinafter, together with its successors or assigns, the “Pledgee”, and together with the Pledgors the “Parties”) (capitalized terms used and not defined herein shall have the meanings ascribed to them in the Original Asset Pledge Agreement (as defined below)).

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