<PAGE>
                                                                     Exhibit 4.6

                                TFM, S.A. DE C.V.

                          12.50% SENIOR NOTES DUE 2012


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 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.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.08 OF
THE INDENTURE.



<PAGE>



                                 [FACE OF NOTE]

                                TFM, S.A. de C.V.

                          12.50% Senior Notes Due 2012

                                                                 CUSIP 872402AG7



No.                                                             U.S.$180,000,000

         TFM, S.A. de C.V., a corporation (sociedad anonima de capital variable)
organized  under the laws of Mexico  (the  "Company",  which term  includes  any
successor  under the Indenture  hereinafter  referred  to), for value  received,
promises to pay to CEDE & CO., or its registered  assigns,  the principal sum of
ONE HUNDRED EIGHTY MILLION  DOLLARS  ($180,000,000)  on June 15, 2012.

         Interest Payment Dates:  June 15 and December 15,  commencing  December
15, 2002.

         Regular Record Dates: June 1 and December 1.

         Reference  is hereby  made to the further  provisions  of this Note set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.



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<PAGE>



         IN WITNESS  WHEREOF,  the  Company  has  caused  this Note to be signed
manually or by facsimile by its duly authorized officers.

Date:                                       TFM, S.A. de C.V.


                                            By: __________________________
                                                Name: Jacinto Marina Cortes
                                                Title: Director and Acting Chief
                                                       Financial Officer


                                            By: __________________________
                                                Name: Leon Ortiz
                                                Title: Treasurer




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<PAGE>





                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the  12.50%  Senior  Notes  due  2012  described  in the
within-mentioned Indenture.



                                   as Trustee

                                   By: __________________________
                                       Authorized Signatory




                                       4
<PAGE>



                             [REVERSE SIDE OF NOTE]

                                TFM, S.A. de C.V.

                          12.50% Senior Notes due 2012

1.       Principal and Interest.
         ----------------------

         The Company will pay the principal of this Note on June 15, 2012.

         The Company  promises to pay interest on the  principal  amount of this
Note on each Interest  Payment  Date, as set forth below,  at the rate per annum
shown above.

         Interest will be payable  semiannually (to the holders of record of the
Notes at the close of business on the June 1 or December 1 immediately preceding
the Interest  Payment Date) on each Interest Payment Date,  commencing  December
15, 2002.

         Interest  on the Notes will  accrue  from the most recent date to which
interest  has been paid or, if no interest  has been paid,  from June 13,  2002;
provided  that,  if there is no existing  default in the payment of interest and
this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date.  Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

         The Company  shall pay interest on overdue  principal  and premium,  if
any, and interest on overdue installments of interest,  to the extent lawful, at
a rate per annum that is 2% in excess of the rate otherwise payable.


2.       Method of Payment.
         -----------------

         The Company will pay principal as provided  above and interest  (except
defaulted  interest) on the principal  amount of the Notes as provided  above on
each June 15 and December 15 to the persons who are Holders (as reflected in the
Note  Register  at the close of business  on June 1 and  December 1  immediately
preceding  the  Interest  Payment  Date),  in each  case,  even  if the  Note is
cancelled on  registration  of transfer or  registration  of exchange after such
record  date;  provided  that,  with  respect to the payment of  principal,  the
Company will not make payment to the Holder unless this Note is surrendered to a
Paying Agent.

         The  Company  will pay  principal,  premium,  if any,  and, as provided
above,  interest (and Additional  Amounts, if any) in money of the United States
that at the time of payment is legal  tender for  payment of public and  private
debts. However, the Company may pay principal,  premium, if any, and interest by
its check  payable in such money.  It may mail an  interest  check to a Holder's
registered  address (as reflected in the Note Register).  If a payment date is a
date other than a Business  Day at a place of  payment,  payment  may be made at
that place on the next  succeeding  day that is a Business  Day and no  interest
shall accrue for the intervening period.



                                       5
<PAGE>

3.       Paying Agent and Registrar.
         --------------------------

                  Initially, the Trustee will act as authenticating agent,
Paying Agent and Registrar. The Company may appoint or change any authenticating
agent, Paying Agent or Registrar without notice. The Company, any Subsidiary or
any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar.


4.       Indenture; Limitations.
         ----------------------

                  The Company issued the Notes under an Indenture dated as of
June 13, 2002 (the "Indenture"), between the Company and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee"). Capitalized terms
herein are used as defined in the Indenture unless otherwise indicated. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act. The Notes are subject to
all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this Note
and the terms of the Indenture, the terms of the Indenture shall control.

                  The Notes are general unsecured obligations of the Company.
The Indenture limits the aggregate principal amount of the Notes to
U.S.$180,000,000 plus any Add On Notes or Exchange Notes that may be issued in
exchange for Notes pursuant to the Registration Rights Agreement.


5.       Optional Redemption.
         -------------------

         The Notes will be redeemable,  at the Company's option, in whole at any
time or in whole or in part from  time to time,  on or after  June 15,  2007 and
prior to  maturity,  upon not less than 30 nor more than 60 days'  prior  notice
mailed by first class mail to each  Holders'  last  address as it appears in the
Note Register,  at the following  Redemption Prices (expressed in percentages of
principal amount),  plus accrued and unpaid interest,  if any, to the Redemption
Date (subject to the right of Holders of record on the relevant  Regular  Record
Date that is on or prior to the  Redemption  Date to receive  interest due on an
Interest  Payment Date), if redeemed during the 12-month period  commencing June
15, of the years set forth below:

              Year                    Redemption Price
              ----                    ----------------
              2007                        106.250%
              2008                        104.167%
              2009                        102.083%
              2010                        100.000%
              2011                        100.000%
              2012                        100.000%


6.       Redemption for Changes in Withholding Taxes.
         -------------------------------------------


         The Notes will be subject to redemption, in whole but not in part, at
the option of the Company at any time at 100% of their principal amount together
with accrued interest thereon, if any, to the Redemption Date, in the event the
Company has become or would become obligated to pay, on the next date



                                       6
<PAGE>
on which any amount would be payable with respect to the Notes, any Additional
Amounts in excess of those attributable to a withholding tax rate of 4.9% as a
result of a change in or amendment to the laws (including any regulations or
general rules promulgated thereunder) of Mexico (or any political subdivision or
taxing authority thereof or therein), or any change in or amendment to any
official position regarding the application, administration or interpretation of
such laws, regulations or general rules, including a holding of a court of
competent jurisdiction, which change or amendment is announced or becomes
effective on or after June 6, 2002. The Company shall not, however, have the
right to redeem Notes from a Holder pursuant to this Section except to the
extent that it is obligated to pay Additional Amounts to such Holder that are
greater than the Additional Amounts that would be payable based on a Mexican
Withholding Tax rate of 4.9%.


7.       Partial Redemption.
         ------------------

         In the case of any  partial  redemption,  selection  of the  Notes  for
redemption  will be made by the Trustee in compliance  with the  requirements of
the  principal  national  securities  exchange,  if any, on which such Notes are
listed or, if such Notes are not listed on a national  securities  exchange,  by
lot or by such other method as such Trustee in its sole discretion shall deem to
be fair and  appropriate;  provided that no Note of U.S.$100 in principal amount
or less shall be redeemed  in part.  If any Note is to be redeemed in part only,
the notice of  redemption  relating  to such Note shall state the portion of the
principal amount thereof to be redeemed. A Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note.


8.       Notice of Redemption.
         --------------------

         Notice of any redemption pursuant to Section 5 hereof will be mailed at
least 30 days but not  more  than 60 days  before  the  Redemption  Date to each
Holder of Notes to be redeemed  at his or her last  address as it appears in the
Note  Register.  Notice of any  redemption  pursuant to Section 6 hereof will be
mailed at least six days before the  Redemption  Date to each Holder of Notes to
be redeemed at his or her last address as it appears in the Note Register. Notes
in original  denominations  larger than U.S.$100 may be redeemed in part. On and
after the Redemption  Date,  interest ceases to accrue and the principal  amount
shall remain constant (using the principal  amount as of the Redemption Date) on
Notes or portions of Notes called for redemption, unless the Company defaults in
the payment of the Redemption Price.


9.       Repurchase upon Change of Control.
         ---------------------------------

         Upon the  occurrence  of any Change of Control,  each Holder shall have
the right to require the repurchase of its Notes by the Company in cash pursuant
to the offer described in the Indenture at a purchase price equal to 101% of the
principal  amount  thereof on the date of  repurchase  plus  accrued  and unpaid
interest, if any, to the date of purchase (the "Change of Control Payment").

         A notice of such Change of Control will be mailed  within 30 days after
any Change of Control occurs to each Holder at his last address as it appears in
the Note Register.  Notes in original  denominations larger than U.S.$100 may be
sold to the Company in part. On and after the Change of Control Payment Date,
interest ceases to accrue and the principal amount shall remain constant (using



                                       7
<PAGE>

the principal amount as of the Change of Control Payment Date)
on Notes or portions of Notes surrendered for purchase by the Company, unless
the Company defaults in the payment of the Change of Control Payment.


10.      Denominations; Transfer; Exchange.
         ---------------------------------

         The Notes are in registered  form without coupons in  denominations  of
U.S.  $100 of principal  amount and multiples of U.S.$100 in excess  thereof.  A
Holder may  register the  transfer or exchange of Notes in  accordance  with the
Indenture.  The Registrar may require a Holder,  among other things,  to furnish
appropriate  endorsements  and transfer  documents and to pay any taxes and fees
required by law or permitted by the  Indenture.  The Registrar need not register
the transfer or exchange of any Notes selected for redemption. Also, it need not
register  the transfer or exchange of any Notes for a period of 15 days before a
selection of Notes to be redeemed is made.


11.      Persons Deemed Owners.
         ---------------------

         A Holder shall be treated as the owner of a Note for all purposes.


12.      Unclaimed Money.
         ---------------

         If money for the  payment of  principal,  premium,  if any, or interest
remains  unclaimed for two years,  the Trustee and the Paying Agent will pay the
money back to the Company at its request.  After that,  Holders  entitled to the
money must look to the Company for  payment,  unless an  abandoned  property law
designates  another  Person,  and all  liability  of the Trustee and such Paying
Agent with respect to such money shall cease.


13.      Discharge Prior to Redemption or Maturity.
         -----------------------------------------

         The Company's obligations pursuant to the Indenture will be discharged,
except for  obligations  pursuant to certain  sections  thereof,  subject to the
terms  of the  Indenture,  upon  the  payment  of all  the  Notes  or  upon  the
irrevocable  deposit with the Trustee of U.S.  Dollars or Government  Securities
sufficient to pay when due principal of and interest on the Notes to maturity or
redemption, as the case may be.


14.      Amendment; Supplement; Waiver.
         -----------------------------

         Subject  to  certain  exceptions,  the  Indenture  or the  Notes may be
amended or  supplemented  with the consent of the Holders of at least a majority
in principal amount of the Notes then  outstanding,  and any existing default or
compliance  with any  provision may be waived with the consent of the Holders of
at least a majority in principal amount of the Notes then  outstanding.  Without
notice  to or the  consent  of any  Holder,  the  parties  thereto  may amend or
supplement  the  Indenture  or the  Notes  to,  among  other  things,  cure  any
ambiguity,  defect or inconsistency and make any change that does not materially
and adversely affect the rights of any Holder.



                                       8
<PAGE>


15.      Restrictive Covenants.
         ---------------------

         The Indenture imposes certain limitations on the ability of the Company
and its  Restricted  Subsidiaries,  among  other  things,  to  incur  Additional
Indebtedness, make Restricted Payments, use the proceeds from Asset Sales, enter
into  sale-leaseback  transactions,  engage in transactions  with Affiliates or,
with respect to the Company, merge, consolidate or transfer substantially all of
their assets. Within 90 days after the end of each fiscal year, the Company must
report to the Trustee on compliance with such limitations.


16.      Successor Persons.
         -----------------

         When a successor  person or other entity assumes all the obligations of
its predecessor under the Notes and the Indenture,  the predecessor  person will
be released from those obligations.


17.      Defaults and Remedies.
         ---------------------

         The  following  events   constitute   "Events  of  Default"  under  the
Indenture:  (a) default in the payment of principal of (or premium,  if any, on)
any Note when the same becomes due and payable at maturity,  upon  acceleration,
redemption or otherwise; (b) default in the payment of interest on any Note when
the same becomes due and payable,  and such default continues for a period of 30
days; (c) the Company  defaults in the performance of or breaches the provisions
of Article  Five of the  Indenture  or fails to make or  consummate  an Offer to
Purchase in accordance  with Section 4.11 or Section 4.12 of the Indenture;  (d)
the Company  defaults in the  performance  of or breaches any other  covenant or
agreement  of the  Company in the  Indenture  or under this Note  (other  than a
default  specified in clause (a), (b) or (c) above),  and such default or breach
continues  for a period  of 30  consecutive  days  after  written  notice by the
Trustee  or the  Holders  of 25% or more in  aggregate  principal  amount of the
Notes;  (e) there occurs with respect to any issue or issues of  Indebtedness of
the  Company  or any of  its  Significant  Subsidiaries  having  an  outstanding
principal  amount of $10 million or more in the aggregate for all such issues of
all such Persons,  whether such  Indebtedness  now exists or shall  hereafter be
created,  (I) an event of default that has caused the holder  thereof to declare
such  Indebtedness  to be due and payable prior to its Stated  Maturity and such
Indebtedness  has not been discharged in full or such  acceleration has not been
rescinded  or  annulled  within  30 days of such  acceleration  and/or  (II) the
failure to make a  principal  payment at the final (but not any  interim)  fixed
maturity and such defaulted payment shall not have been made, waived or extended
within 30 days of such payment default;  (f)  [intentionally  omitted];  (g) any
final  judgment or order (not covered by insurance)  for the payment of money in
excess of $10 million in the  aggregate  for all such final  judgments or orders
against all such Persons (treating any deductibles,  self-insurance or retention
as  not  so  covered)  shall  be  rendered  against  the  Company  or any of its
Significant Subsidiaries and shall not be paid or discharged, and there shall be
any period of 30 consecutive days following entry of the final judgment or order
that  causes  the  aggregate  amount  for all such  final  judgments  or  orders
outstanding  and not paid or  discharged  against all such Persons to exceed $10
million during which a stay of  enforcement of such final judgment or order,  by
reason of a pending  appeal or  otherwise,  shall not be in effect;  (h) a court
having jurisdiction in the premises enters a decree or order for (A) relief in



                                       9
<PAGE>
respect of the Company or any of its Significant Subsidiaries in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, (B) appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Company or any of
its Significant Subsidiaries or for all or substantially all of the property and
assets of the Company or any of its Significant Subsidiaries or (C) the winding
up or liquidation of the affairs of the Company or any of its Significant
Subsidiaries and, in each case, such decree or order shall remain unstayed and
in effect for a period of 30 consecutive days; (i) the Company or any of its
Significant Subsidiaries (A) commences a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
consents to the entry of an order for relief in an involuntary case under any
such law, (B) consents to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Company or any of its Significant Subsidiaries or for all or substantially
all of the property and assets of the Company or any of its Significant
Subsidiaries or (C) effects any general assignment for the benefit of creditors;
or (j) (A) the Concession Title shall cease to grant to the Company the rights
(including exclusive rights) originally provided therein and such cessation has
had a material adverse effect on its Restricted Subsidiaries taken as a whole;
(B) (x) the Concession Title shall for any reason be terminated and not
reinstated within 30 days or (y) rights provided therein which were originally
exclusive to the Company shall become non-exclusive and the cessation of such
exclusivity has had a material adverse effect on its Restricted Subsidiaries,
taken as a whole; or (C) the operations of the Northeast Rail Lines shall be
commandeered or repossessed (a requisa) for a period of 90 days or more. If an
Event of Default (other than an Event of Default specified in clause (h), (i) or
(j)(B)(x) above that occurs with respect to the Company) occurs and is
continuing under this Indenture, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding, by written notice to
the Company (and to the Trustee if such notice is given by the Holders), may,
and the Trustee at the request of such Holders shall, declare the principal of,
premium, if any, and accrued interest on the Notes to be immediately due and
payable.

         If a bankruptcy or  insolvency  default with respect to the Company any
of  its   Significant   Subsidiaries   occurs  and  is  continuing,   the  Notes
automatically  become due and payable.  Holders may not enforce the Indenture or
the Notes except as provided in the Indenture. The Trustee may require indemnity
satisfactory  to it before it enforces the  Indenture  or the Notes.  Subject to
certain  limitations,  Holders of at least a majority in principal amount of the
Notes then  outstanding  may direct the Trustee in its  exercise of any trust or
power.


18.      Additional Amounts.
         ------------------

         Any  payments  by the  Company  under or with  respect to the Notes may
require the payment of  Additional  Amounts as may become  payable under Section
4.20 of the Indenture.


19.      Trustee Dealings with Company.
         -----------------------------

         The  Trustee  under  the  Indenture,  in its  individual  or any  other
capacity,  may make loans to, accept deposits from and perform  services for the
Company  or its  Affiliates  and may  otherwise  deal  with the  Company  or its
Affiliates as if it were not the Trustee.



                                       10
<PAGE>



20.      No Recourse Against Others.
         --------------------------

         No  incorporator or any past,  present or future partner,  shareholder,
other equity holder, officer, director,  employee or controlling person as such,
of the  Company or of any  successor  Person  shall have any  liability  for any
obligations  of the Company  under the Notes or the  Indenture  or for any claim
based on, in respect of or by reason of,  such  obligations  or their  creation.
Each Holder by  accepting a Note waives and  releases  all such  liability.  The
waiver and release are part of the consideration for the issuance of the Notes.


21.      Authentication.
         --------------

         This Note shall not be valid until the Trustee or authenticating  agent
signs the certificate of authentication on the other side of this Note.


22.      Abbreviations.
         -------------

         Customary  abbreviations  may be used in the  name  of a  Holder  or an
assignee,  such as:  TEN COM (= tenants  in  common),  TEN ENT (= tenants by the
entireties),  JT TEN (= joint  tenants  with  right of  survivorship  and not as
tenants in common),  CUST (=  Custodian)  and U/G/M/A (= Uniform Gifts to Minors
Act).

         The Company will furnish to any Holder upon written request and without
charge a copy of the  Indenture.  Requests may be made to TFM, S.A. de C.V., Av.
Pereferico Sur No. 4829, 4to Piso, Parques del Pedregal,  C.P. 14010, Delegacion
Tlalpan,  Mexico, D.F., Mexico,  Attention:  Jacinto Marina Cortes, Director and
Acting Chief Financial Officer, and Leon Ortiz, Treasurer.



                                       11