R E C I T A L S

On December 2, 1996, the Federal Government, through the Ministry, awarded the Concessionaire concession title to operate and exploit the Northeast trunk line in order to provide public railroad freight transport services on said line and auxiliary services, under the terms set forth in the respective title, which was amended on February 12, 2001. The concession title and the amendment to same shall be jointly referred to as the “Concession Title”.

The Maintenance Shop for Electric Locomotives, located at km A 9+800, with a surface area of 68,444.25 square meters (sixty-eight thousand four hundred and forty-four point two five square meters) is included in the assets granted under the Concession Title. However, as the location and surface area of this Maintenance Shop were not defined in the Concession Title, Attachment Three to the Concession Title must be amended to include the details of the surface area and location, and Attachment Four to the Concession Title must be amended to include the plans marking the surface area for the Maintenance Shop for Electric Locomotives not included in the Concession Title.

On May 6, 1997, Ferrocarril del Noreste, S.A. de C.V. changed its company name to TFM, S.A. de C:V., the foregoing being recorded in public instrument 33,385, dated May 6, 1997, notarized by Mr. Miguel Limón Díaz, Mexico City Notary Public number 97, which was duly filed with the Mexico City Public Property and Business Registry, under commercial folio number 222305.

Following a public tender process, the Ministry awarded concession to the company Ferrocarriles Suburbanos, S.A. de C.V. on August 25, 2005, to provide public railroad passenger transport services under the modality of suburban train service on the “Cuautitlán-Buenavista” line, located in the State of Mexico and in Mexico City, route that may be extended to include the lines from Cuautitlán to Huehuetoca, State of Mexico, from Lechería to Jaltocan,

From that established in Recital IV in relation to Recital I, first paragraph, herein, on September 17, 2004, the Ministry and the Concessionaire executed an Agreement by which both parties agreed, among others, to the terms and conditions under which the works on the railroad lines and the track section would be executed, and also on the other railroad infrastructure located on the Cuautitlán-Buenavista line (the “Agreement”). The foregoing, under the terms of the conceptual design attached to the Agreement as Appendix “A”. Under the terms of the Ninth clause of the Agreement, the Agreement would be integrally included in the concession title as of the date on which said concession is awarded to Ferrocarriles Suburbanos, S.A. de C.V..

As a result of the tender referenced in Recital IV herein, Ferrocarriles Suburbanos assumed the obligations acquired under the Agreement with regards to the modification, maintenance, and conservation of the railroad lines and their layout, and also to the other railroad infrastructure located on the Cuautitlán-Buenavista line, this being the reason for the inclusion of the Agreement in the Suburban Railroad Concession Title as Appendix B to Attachment Seven.

TFM, S.A. de C.V. changed its company name on December 2, 2005 to Kansas City Southern de México, S.A. de C.V., this being recorded in public instrument number 38013, dated December 2, 2005, notarized by Mr. Gabriel Benjamín Díaz Soto, Mexico City Notary Public number 131, the first transcript of which was duly filed with the Mexico City Public Property and Business Registry.

Under the terms set forth by the eighth clause of the Agreement, Ferrocarriles Suburbanos is the party responsible for separating the traffic control center on the Cuautitlán-Buenavista line. It is therefore unnecessary for the Concessionaire to continue to carry out the operation, conservation, and maintenance of the overhead lines corresponding to the double electrified track from between Buenavista and Huehuetoca, on the track section from kilometer JM-0+000 to kilometer JM-43+974, the foregoing so that the Suburban Railroad project may use the

As the concessionaire of the Suburban Railroad, under the executive project contained in their concession, would execute the works on the overhead lines and all of the electrical installations on the track from Buenavista to Huehuetoca, the Concessionaire is no longer required to continue to operate the installations corresponding to the overhead lines on the double electrified track on the Buenavista-Huehuetoca line, which runs from kilometer JM-0+000 to kilometer JM-43+974, and includes, but is not limited to, (i) the overhead lines at the Valle de México Receiving Yard, Circulation Track, and Repair Shop for Electric Locomotives; (ii) the overhead lines at the New Yard at Lechería; (iii) Traction Current Installations on the Buenavista-Huehuetoca line; (iv) the traction current substations known as “Lechería”, “El Salto”, “Héroes de Carranza”, “Dañú”, “La Manga”, “La Mansión”, and “Querétaro”; and also (v) six sectioning posts and 11 sub-sectioning posts (jointly, the “Overhead Lines on the Buenavista-Huehuetoca Line”), this being the reasoning for the elimination of the obligation of the Concessionaire to conserve and maintain the double electrified track on the Buenavista-Huehuetoca line on the track section indicated and to thus remove part of the overhead lines from their responsibility. The foregoing, with the understanding that a portion of the assets to be removed may be reused by the concessionaire of the Suburban Railroad.

As a result of that indicated in Recital IX, the Concessionaire has informed this Ministry of their willingness to offer support to assist the Ministry in meeting compliance with the commitments acquired under the Agreement, in order for the assets corresponding to the overhead lines on the double electrified track on the Buenavista-Huehuetoca line to be used in a more efficient manner to the benefit of the residents of the Valle de México Metropolitan Area.

Mr. José Guillermo Zozaya Délano accredited his position as legal representative for the Concessionaire, holding sufficient legal powers to enter into this amendment to the Concession Title, powers that have not been revoked nor modified in any manner, as recorded in public instrument number 35,585, notarized by Mr. Gabriel Benjamín Díaz Soto, Mexico City Notary Public number 131.