WAIVER AND AMENDMENT TO THE CREDIT AGREEMENT

Exhibit 10.10
EXECUTION COPY

AMENDMENT No. 1 and WAIVER No. 1
TO THE
CREDIT AGREEMENT

dated as of April 7, 2006

among

Kansas City Southern de México, S.A. de C.V.
(formerly known as TFM, S.A. de C.V.),
as Borrower

ARRENDADORA TFM, S.A. de C.V.,
as Guarantor

CERTAIN LENDERS,

BANK OF AMERICA, N.A.,
as Administrative Agent,

and

BBVA BANCOMER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO
FINANCIERO BBVA BANCOMER,
as the Collateral Agent

      THIS AMENDMENT No. 1 AND WAIVER NO. 1 TO THE CREDIT AGREEMENT , dated as of April 7, 2006 (this “ Amendment ”), is entered into among Kansas City Southern de México, S.A. de C.V. (formerly known as TFM, S.A. de C.V., a corporation with variable capital ( sociedad anónima de capital variable ) organized under the laws of Mexico (the “ Borrower ”), Arrendadora TFM, S.A. de C.V., a corporation with variable capital ( sociedad anónima de capital variable ) organized under the laws of the Mexico (“ Arrendadora ”), each of the lenders that is a signatory hereto under the caption “LENDERS” on the signature pages hereto and each other Person that becomes a “Lender” after the date hereof pursuant to Section 11.8(b) of the Credit Agreement, as defined below (each a “ Lender ”), Bank of America, N.A., as the administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”), and BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, as the collateral agent for the Beneficiaries (as defined in the Credit Agreement) (in such capacity, together with its successors in such capacity, the “ Collateral Agent ”).

RECITALS

      WHEREAS , the Borrower, the Guarantor, the Lenders, the Administrative Agent and the Collateral Agent have entered into the Credit Agreement, dated as of October 24, 2005 (the “ Credit Agreement ”);

      WHEREAS , the parties hereto desire to amend the Credit Agreement as set forth below, in accordance with Section 11.3 of the Credit Agreement, subject to the conditions set forth herein; and

      WHEREAS , the parties hereto desire to waive certain obligations of the Borrower under the Credit Agreement, subject to the conditions set forth herein,

      NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     SECTION 1. Certain Defined Terms . Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

     SECTION 2. Amendments . (a) The parties hereto hereby agree that the definition of “Indebtedness” in Section 1.1 of the Credit Agreement shall be deleted and the following definition shall be inserted in proper alphabetical order:

“ Indebtedness ” shall mean, with respect to any Person at any date of determination (without duplication):

(a) all indebtedness of such Person for borrowed money;

(b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

Amendment No. 1 and Waiver
No. 1 to the Credit Agreement

(c) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit, financial guaranty insurance policies or similar instruments;

(d) all obligations of such Person for the deferred purchase price of Property or services (other than current trade payables incurred in the ordinary course of such Person’s business and other than the Specified Deferred Payment Obligations);

(e) all obligations of such Person as lessee under Capitalized Leases (but not operating leases);

(f) all Guarantees of such Person in respect of obligations of the kind referred to in clauses (a) through (e) and (h) of this definition;

(g) all Indebtedness of other Persons secured by a Lien on any Property of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (i) the fair market value of such Property at such date of determination and (ii) the amount of such Indebtedness; and

(h) to the extent not otherwise included in this definition, net obligations to make payments under Swap Agreements.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation; provided that, in the case of clause (h) above, the amount of Indebtedness shall be the mark-to-market amount of such obligations at such date.

(b) The parties hereto hereby agree to add the following definition in Section 1.1 of the Credit Agreement which shall be inserted in proper alphabetical order:

“ Specified Deferred Payment Obligations ” mean all payment obligations as in effect as of April 1, 2006 with respect to: (a) the locomotive maintenance agreements with each of Alstom Transporte, S.A. de C.V. and GETS Locomotive Services, S.A. de C.V., and (b) a track maintenance rehabilitation agreement with Alstom Transporte, S.A. de C.V. that accrue and are recorded on the Borrower’s balance sheet. Such payment obligations are set forth on Schedule I to the Amendment No. 1 and Waiver No. 1 to the Credit Agreement dated as of April 7, 2006 among Kansas City Southern de México, S.A. de C.V., Arrendadora TFM, S.A. de C.V., each of the lenders that is a signatory thereto, Bank of America, N.A., as the administrative agent and BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, as the collateral agent.

(c) The parties hereto hereby agree to eliminate the minimum and the multiple borrowing thresholds of the Tranche A2 Loans tha