ContractNote Agreement • November 8th, 2005 • TFM Sa De Cv • Railroads, line-haul operating
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TFM, S.A. de C.V. $460,000,000 9⅜% Senior Notes due 2012 PLACEMENT AGREEMENTPlacement Agreement • November 8th, 2005 • TFM Sa De Cv • Railroads, line-haul operating • New York
TFM, S.A. de C.V. (the “Company”), a sociedad anonima de capital variable under the laws of the United Mexican States (“Mexico”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “Placement Agents”) acting through Morgan Stanley & Co. Incorporated as representative (“Morgan Stanley”) $460,000,000 aggregate principal amount of its 9⅜% Senior Notes due May 1, 2012 (the “Securities”) to be issued pursuant to the provisions of an Indenture dated as of April 19, 2005 (the “Indenture”) between the Company and The Bank of Nova Scotia Trust Company of New York, as Trustee (the “Trustee”).
