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                                                                    EXHIBIT 4.7

                                                                 EXECUTION COPY

                               TFM, S.A. de C.V.

                                U.S.$180,000,000
                          12.50% Senior Notes Due 2012

                         REGISTRATION RIGHTS AGREEMENT

                                                                  June 13, 2002

Salomon Smith Barney Inc.
J.P. Morgan Securities Inc.
As Initial Purchasers

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

         TFM, S.A. de C.V., a sociedad anonima de capital variable organized
under the laws of the United Mexican States (the "Company"), proposes to issue
and sell to certain purchasers (the "Initial Purchasers"), for whom you (the
"Representatives") are acting as representatives, U.S.$180,000,000 principal
amount of its 12.50% Senior Notes Due 2012 (the "Securities"), upon the terms
set forth in the Purchase Agreement between the Company and the Representatives
dated June 6, 2002 (the "Purchase Agreement") relating to the initial placement
(the "Initial Placement") of the Securities. To induce the Initial Purchasers
to enter into the Purchase Agreement and to satisfy a condition to your
obligations thereunder, the Company agrees with you for your benefit and the
benefit of the holders from time to time of the Securities (including the
Initial Purchasers) (each a "Holder" and, collectively, the "Holders"), as
follows:

         1.      Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement.  As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:

         "Act" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

         "Affiliate" shall have the meaning specified in Rule 405 under the Act
and the terms "controlling" and "controlled" shall have meanings correlative
thereto.

         "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.
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         "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

         "Closing Date" shall mean the date of the first issuance of the
Securities.

         "Commission" shall mean the Securities and Exchange Commission.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

         "Exchange Offer Registration Period" shall mean the one-year period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

         "Exchange Offer Registration Statement" shall mean a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

         "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Securities.

         "Final Offering Circular" shall mean the offering circular, dated June
6, 2002, relating to the Securities, including any and all exhibits and
appendices thereto and any information incorporated by reference therein as of
such date.

         "Holder" shall have the meaning set forth in the preamble hereto.

         "Indenture" shall mean the Indenture relating to the Securities, dated
as of June 13, 2002, among the Company, The Bank of New York, as trustee (the
"Trustee"), as the same may be amended from time to time in accordance with the
terms thereof.

         "Initial Placement" shall have the meaning set forth in the preamble
hereto.

         "Initial Purchasers" shall have the meaning set forth in the preamble
hereto.

         "Losses" shall have the meaning set forth in Section 6(d) hereof.

         "Majority Holders" shall mean, on any date, Holders of a majority of
the aggregate principal amount of outstanding Securities registered under a
Registration Statement.

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         "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that administer an underwritten offering, if
any, under a Registration Statement.

         "NASD Rules" shall mean the Conduct Rules and the By-Laws of the
National Association of Securities Dealers, Inc.

         "New Securities" shall mean debt securities of the Company identical
in all material respects to the Securities (except that the transfer
restrictions shall be modified or eliminated, as appropriate) to be issued
under the New Securities Indenture.

         "New Securities Indenture" shall mean an indenture between the Company
and the New Securities Trustee, identical in all material respects to the
Indenture (except that the transfer restrictions shall be modified or
eliminated, as appropriate), which may be the Indenture if in the terms thereof
appropriate provision is made for the New Securities.

         "New Securities Trustee" shall mean a bank or trust company reasonably
satisfactory to the Initial Purchasers, as trustee with respect to the New
Securities under the New Securities Indenture.

         "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto, including
any and all exhibits thereto and any information incorporated by reference
therein.

         "Purchase Agreement" shall have the meaning set forth in the preamble
hereto.

         "Registered Exchange Offer" shall mean the proposed offer of the
Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

         "Registrable Securities" shall mean (i) Securities other than those
that have been (A) registered under a Registration Statement and exchanged or
otherwise disposed of in accordance therewith or (B) distributed to the public
pursuant to Rule 144 under the Act or any successor rule or regulation thereto
that may be adopted by the Commission and (ii) any New Securities resale of
which by the Holder thereof requires compliance with the prospectus delivery
requirements of the Act.

         "Registration Default Damages" shall have the meaning set forth in
Section 8 hereof.

         "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and supplements to such registration

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statement, including post-effective amendments (in each case including the
Prospectus contained therein), all exhibits thereto and all material
incorporated by reference therein.

         "Securities" shall have the meaning set forth in the preamble hereto.

         "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

         "Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 3 hereof which
covers some or all of the Securities or New Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.

         "Trustee" shall mean the trustee with respect to the Securities under
the Indenture.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission promulgated thereunder.

         "underwriter" shall mean any underwriter of Securities in connection
with an offering thereof under a Shelf Registration Statement.

         2. Registered Exchange Offer. (a) To the extent not prohibited by any
applicable law or applicable interpretation of the staff of the SEC, the
Company shall as promptly as practicable prepare and file with the Commission
the Exchange Offer Registration Statement with respect to the Registered
Exchange Offer. The Company shall use its best efforts to cause the Exchange
Offer Registration Statement to become effective under the Act within 180 days
of the Closing Date.

         (b)     Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer,
it being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder
is not an Affiliate of the Company, acquires the New Securities in the ordinary
course of such Holder's business, has no arrangements with any person to
participate in the distribution of the New Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

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         (c)     In connection with the Registered Exchange Offer, the Company
shall:

                 (i)   mail to each Holder a copy of the Prospectus forming
     part of the Exchange Offer Registration Statement, together with an
     appropriate letter of transmittal and related documents;

                 (ii)  keep the Registered Exchange Offer open for not less
     than 20 Business Days and use its best efforts to keep the Registered
     Exchange Offer open for not more than 40 Business Days after the date
     notice thereof is mailed to the Holders (or, in each case, longer if
     required by applicable law);

                 (iii) use its best efforts to keep the Exchange Offer
     Registration Statement continuously effective under the Act, supplemented
     and amended as required, under the Act to ensure that it is available for
     sales of New Securities by Exchanging Dealers during the Exchange Offer
     Registration Period;

                 (iv)  utilize the services of a depositary for the Registered
     Exchange Offer with an address in the Borough of Manhattan in New York
     City, which may be the Trustee, the New Securities Trustee or an Affiliate
     of either of them;

                 (v)   permit Holders to withdraw tendered Securities (in
     accordance with the procedures set forth in the Exchange Offer
     Registration Statement) at any time prior to the close of business, New
     York time, on the last Business Day on which the Registered Exchange
     Offer is open;

                 (vi)  prior to effectiveness of the Exchange Offer
     Registration Statement, provide a supplemental letter to the Commission
     (A) stating that the Company is conducting the Registered Exchange Offer
     in reliance on the position of the Commission in Exxon Capital Holdings
     Corporation (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc.
     (pub.  avail. June 5, 1991); and (B) including a representation that the
     Company has not entered into any arrangement or understanding with any
     person to distribute the New Securities to be received in the Registered
     Exchange Offer and that, to the best of the Company's information and
     belief, each Holder participating in the Registered Exchange Offer is
     acquiring the New Securities in the ordinary course of business and has
     no arrangement or understanding with any person to participate in the
     distribution of the New Securities; and

                 (vii) comply in all material respects with all applicable laws.

         (d)     As soon as practicable after the close of the Registered
Exchange Offer, the Company shall:

                 (i)   accept for exchange all Securities tendered and not
     validly withdrawn pursuant to the Registered Exchange Offer;

                 (ii)  deliver or cause to be delivered to the Trustee for
     cancellation in accordance with Section 4(s) all Securities so accepted
     for exchange; and

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                 (iii) cause the New Securities Trustee promptly to
     authenticate and deliver to each Holder of Securities a principal amount
     of New Securities equal to the principal amount of the Securities of such
     Holder so accepted for exchange.

         (e)     Each Holder hereby acknowledges and agrees that any Broker-
Dealer and any such Holder using the Registered Exchange Offer to participate
in a distribution of the New Securities (x) could not under Commission policy
as in effect on the date of this Agreement rely on the position of the
Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and
Morgan Stanley and Co., Inc.  (pub. avail. June 5, 1991), as interpreted in the
Commission's letter to Shearman & Sterling dated July 2, 1993 and similar
no-action letters; and (y) must comply with the registration and prospectus
delivery requirements of the Act in connection with any secondary resale
transaction, which must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K under the Act if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from the Company or one of its Affiliates. Accordingly, each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that:

                 (i)   any New Securities to be received by such Holder will be
     acquired in the ordinary course of business;

                 (ii)  at the time of the consummation of the Registered
    Exchange Offer, such Holder will have no arrangement or understanding with
    any person to participate in the distribution of the Securities or the New
    Securities within the meaning of the Act; and

                 (iii) such Holder is not an Affiliate of the Company;

and to make such other representations as may be necessary under applicable SEC
rules, regulations or interpretations to render the use of the Form F-4 or
other appropriate form under the Act available.

         (f)     If in the reasonable opinion of any Initial Purchaser, such
Initial Purchaser is not eligible to participate in the Registered Exchange
Offer with respect to the exchange of Securities constituting any portion of an
unsold allotment, at the request of such Initial Purchaser, the Company shall
issue and deliver to such Initial Purchaser or the person purchasing New
Securities registered under a Shelf Registration Statement as contemplated by
Section 3 hereof from such Initial Purchaser, in exchange for such Securities,
a like principal amount of New Securities. The Company shall use its best
efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for
such New Securities as for New Securities issued pursuant to the Registered
Exchange Offer.

         3.      Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii)
for any other reason the Registered Exchange Offer is not consummated within
180 days of the date hereof; (iii) any Holder (other than an Initial Purchaser)
is not eligible to participate in the Registered Exchange Offer other than by
reason of such Holder

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being an Affiliate of the Company; (iv) based on its reasonable opinion, any
Initial Purchaser so requests with respect to Securities that are not eligible
to be exchanged for New Securities in the Registered Exchange Offer that are
held by it following consummation of the Registered Exchange Offer, such
request being in writing and delivered to the Company; or (v) in the case of
any Initial Purchaser that participates in the Registered Exchange Offer or
acquires New Securities pursuant to Section 2(f) hereof, in its reasonable
opinion such Initial Purchaser does not receive freely tradeable New Securities
in exchange for Securities constituting any portion of an unsold allotment (it
being understood that (x) the requirement that an Initial Purchaser deliver a
Prospectus containing the information required by Item 507 or 508 of Regulation
S-K under the Act in connection with sales of New Securities acquired in
exchange for such Securities shall result in such New Securities being not
"freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a
Prospectus in connection with sales of New Securities acquired in the
Registered Exchange Offer in exchange for Securities acquired as a result of
market-making activities or other trading activities shall not result in such
New Securities being not "freely tradeable"), the Company shall effect a Shelf
Registration Statement in accordance with subsection (b) below.

         (b)     (i)   The Company shall as promptly as practicable file with
the Commission and shall use its best efforts to cause to be declared effective
under the Act within 180 days after so required or requested, a Shelf
Registration Statement relating to the offer and sale of the Securities or the
New Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to
such Holder (it being understood that Holders who would have received freely
transferable Securities pursuant to the Registered Exchange Offer had they not
(i) failed to duly tender their Securities for exchange pursuant to the
Registered Exchange Offer (other than the Initial Purchasers in connection with
Securities held by them constituting any portion of an unsold allotment), or
otherwise failed to comply with the requirements of the Registered Exchange
Offer as provided in Section 2 hereof or (ii) failed to furnish to the Company
such information as the Company may request in accordance with Section 4(o) in
connection with a Shelf Registration Statement, shall not retain any rights
under this Registration Rights Agreement, including any right to have
Securities owned by them included in any Shelf Registration Statement); and
provided further, that with respect to New Securities received by an Initial
Purchaser in exchange for Securities constituting any portion of an unsold
allotment, the Company may, if permitted by current interpretations by the
Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Item 507 or 508
of Regulation S-K, as applicable, in satisfaction of its obligations under this
subsection with respect thereto, and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.

                 (ii)   The Company shall, except as permitted under Section
     4(k)(ii), keep the Shelf Registration Statement continuously effective,
     supplemented and amended as required by the Act, in order to permit the
     Prospectus forming part thereof to be usable by Holders for a period (the
     "Shelf Registration Period") from the date the Shelf

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     Registration Statement is declared effective by the Commission until (A)
     the second anniversary thereof or (B) the earlier date upon which all the
     Securities or New Securities, as applicable, covered by the Shelf
     Registration Statement have been sold pursuant to the Shelf Registration
     Statement.

                 (iii) The Company shall cause the Shelf Registration
     Statement and the related Prospectus and any amendment or supplement
     thereto, as of the effective date of the Shelf Registration Statement or
     such amendment or supplement, (A) to comply in all material respects with
     the applicable requirements of the Act; and (B) not to contain any untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary in order to make the statements therein
     (in the case of the Prospectus, in the light of the circumstances under
     which they were made) not misleading.

         4.      Additional Registration Procedures.  In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

         (a)     The Company shall:

                 (i)   furnish to each of the Representatives and to
     counsel for the Majority Holders, not less than five Business Days prior
     to the filing thereof with the Commission, a copy of any Exchange Offer
     Registration Statement and any Shelf Registration Statement, and each
     amendment thereof and each amendment or supplement, if any, to the
     Prospectus included therein (including all documents incorporated by
     reference therein after the initial filing) and shall use its best
     efforts to reflect in each such document, when so filed with the
     Commission, such comments as the Representatives reasonably propose;

                 (ii)  include the information set forth in Annex A hereto
     on the facing page of the Exchange Offer Registration Statement, in Annex
     B hereto in the forepart of the Exchange Offer Registration Statement in
     a section setting forth details of the Exchange Offer, in Annex C hereto
     in the underwriting or plan of distribution section of the Prospectus
     contained in the Exchange Offer Registration Statement, and in Annex D
     hereto in the letter of transmittal delivered pursuant to the Registered
     Exchange Offer;

                 (iii) if requested by an Initial Purchaser, include the
     information required by Item 507 or 508 of Regulation S-K, as applicable,
     in the Prospectus contained in the Exchange Offer Registration Statement;
     and

                 (iv)  in the case of a Shelf Registration Statement,
     include the names of the Holders that propose to sell Securities pursuant
     to the Shelf Registration Statement as selling security holders.

         (b)     The Company shall ensure that:

                 (i)   any Registration Statement and any amendment thereto
     and any Prospectus forming part thereof and any amendment or supplement
     thereto complies in all material respects with the Act; and

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                 (ii)  any Registration Statement and any amendment
     thereto does not, when it becomes effective, contain an untrue statement
     of a material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading.

         (c)     The Company shall advise the Representatives, the Holders of
Securities covered by any Shelf Registration Statement and any Exchanging
Dealer under any Exchange Offer Registration Statement that has provided in
writing to the Company a telephone or facsimile number and address for notices,
and, if requested by any Representative or any such Holder or Exchanging
Dealer, shall confirm such advice in writing (which notice pursuant to clauses
(ii)-(v) hereof shall be accompanied by an instruction to suspend the use of
the Prospectus until the Company shall have remedied the basis for such
suspension):

                 (i)   when a Registration Statement and any amendment
     thereto has been filed with the Commission and when the Registration
     Statement or any post-effective amendment thereto has become effective;

                 (ii)  of any request by the Commission for any amendment
     or supplement to the Registration Statement or the Prospectus or for
     additional information;

                 (iii) of the issuance by the Commission of any stop
     order suspending the effectiveness of the Registration Statement or the
     institution or threatening of any proceeding for that purpose;

                 (iv)  of the receipt by the Company of any notification
     with respect to the suspension of the qualification of the securities
     included therein for sale in any jurisdiction or the institution or
     threatening of any proceeding for such purpose; and

                 (v)   of the happening of any event that requires any
     change in the Registration Statement or the Prospectus so that, as of
     such date, they (A) do not contain any untrue statement of a material
     fact and (B) do not omit to state a material fact required to be stated
     therein or necessary to make the statements therein (in the case of the
     Prospectus, in the light of the circumstances under which they were made)
     not misleading.

         (d)     The Company shall use its best efforts to prevent the
issuance of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction and, if issued, to obtain as soon as possible the withdrawal
thereof.

         (e)     The Company shall furnish to each Holder of Securities covered
by any Shelf Registration Statement, without charge, at least one copy of such
Shelf Registration Statement and any post-effective amendment thereto,
including all material incorporated therein by reference, and, if the Holder so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

         (f)     The Company shall, during the Shelf Registration Period,
deliver to each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many

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copies of the Prospectus (including the Preliminary Prospectus) included in
such Shelf Registration Statement and any amendment or supplement thereto as
such Holder may reasonably request. The Company consents to the use of the
Prospectus or any amendment or supplement thereto by each of the selling
Holders of Securities in connection with the offering and sale of the
Securities covered by the Prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.

         (g)     The Company shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including all material
incorporated by reference therein, and, if the Exchanging Dealer so requests in
writing, all exhibits thereto (including exhibits incorporated by reference
therein).

         (h)     The Company shall promptly deliver to each Initial Purchaser,
each Exchanging Dealer and each other person required to deliver a Prospectus
during the Exchange Offer Registration Period, without charge, as many copies
of the Prospectus included in such Exchange Offer Registration Statement and
any amendment or supplement thereto as any such person may reasonably request.
The Company consents to the use of the Prospectus or any amendment or
supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such
other person that may be required to deliver a Prospectus following the
Registered Exchange Offer in connection with the offering and sale of the New
Securities covered by the Prospectus, or any amendment or supplement thereto,
included in the Exchange Offer Registration Statement.

         (i)     Prior to the Registered Exchange Offer or any other offering
of Securities pursuant to any Registration Statement, the Company shall
arrange, if necessary, for the qualification of the Securities or the New
Securities for sale under the laws of such jurisdictions as any Holder shall
reasonably request and shall maintain such qualification in effect so long as
required; provided that in no event shall the Company be obligated to qualify
to do business in any jurisdiction where it is not then so qualified or to take
any action that would subject it to service of process in suits in any such
jurisdiction where it is not then so subject.

         (j)     The Company shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing New
Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request at least two Business Days
prior to such sale of Securities or New Securities.

         (k)     (i)   Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Company shall promptly prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to Initial Purchasers of the
securities included therein, the Prospectus will not include an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In such
circumstances, the period of effectiveness of the Exchange Offer Registration
Statement provided for in Section 2 shall be extended by the number of days
from

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and including the date of the giving of a notice of suspension pursuant to
Section 4(c) to and including the date when the Initial Purchasers, the Holders
of the Securities and any known Exchanging Dealer shall have received such
amended or supplemented Prospectus pursuant to this Section.

                 (ii)  upon the happening of any event of the kind described in
subsection (c)(v) hereof, or the determination by the Company that, in its
reasonable judgment and upon written advice of counsel, the continued
effectiveness and use of the Shelf Registration Statement would require the
disclosure of confidential information or interfere with any financing,
acquisition, reorganization or other material transaction involving the
Company, such Holder will forthwith discontinue disposition of Securities or
New Securities pursuant to a Registration Statement until such Holder's receipt
of the copies of the supplemented or amended Prospectus contemplated by
subsection(f) hereof (or a notice from the Company that such Holder may resume
use of the existing Prospectus), and, if so directed by the Company, such
Holder will deliver to the Company (at its expense) all copies in its
possession, other than permanent file copies then in such Holder's possession,
of the Prospectus covering such Securities current at the time of receipt of
such notice. If the Company shall give any such notice to suspend the
disposition of Securities pursuant to a Registration Statement, the Company
shall extend the period during which the Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during
the period from and including the date of the giving of such notice to and
including the date when the Holders shall have (x) received copies of the
supplemented or amended Prospectus necessary to resume such dispositions or (y)
a notice permitting use of the existing Prospectus. The Company may give any
such notice only twice during any 365-day period and any such suspensions may
not exceed 30 days for each suspension and there may not be more than two
suspensions in effect during any 365-day period.

         (l)     Not later than the effective date of any Registration
Statement, the Company shall provide a CUSIP number for the Securities or the
New Securities, as the case may be, registered under such Registration
Statement and provide the Trustee with printed certificates for such Securities
or New Securities, in a form eligible for deposit with The Depository Trust
Company.

         (m)     The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its
security holders an earnings statement satisfying the provisions of Section
11(a) of the Act as soon as practicable after the effective date of the
applicable Registration Statement and in any event no later than 90 days after
the end of a 12-month period (or 180 days, if such period is a fiscal year)
beginning with the first month of the Company's first fiscal quarter commencing
after the effective date of the applicable Registration Statement.

         (n)     The Company shall cause the New Securities Indenture to be
qualified under the Trust Indenture Act in a timely manner.

         (o)     The Company may require each Holder of Securities to be sold
pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding the Holder and the distribution of such securities as the
Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such

                                       11
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Shelf Registration Statement the Securities of any Holder that fails to furnish
such information within a reasonable time after receiving such request.

         (p)     In the case of any Shelf Registration Statement, the Company
shall enter into customary agreements (including, if requested, an underwriting
agreement in customary form) and take all other appropriate actions in order to
expedite or facilitate the registration or the disposition of the Securities,
and in connection therewith, if an underwriting agreement is entered into,
cause the same to contain indemnification provisions and procedures no less
favorable than those set forth in Section 6 hereof.

         (q)     In the case of any Shelf Registration Statement, the Company
shall:

                 (i)   make reasonably available for inspection by the
     Holders of Securities to be registered thereunder, any underwriter
     participating in any disposition pursuant to such Registration Statement,
     and any attorney, accountant or other agent retained by the Holders or
     any such underwriter all relevant financial and other records and
     pertinent corporate documents of the Company and its subsidiaries;
     provided, however, that, if any such records, documents or other
     information are related to pending or proposed acquisitions or
     dispositions, or otherwise related to matters reasonably considered by
     the Company to constitute sensitive or proprietary information, the
     Company need not provide such records, documents or information unless
     the foregoing parties enter into a confidentiality agreement in customary
     form and reasonably acceptable to such parties and the Company;

                 (ii)  cause the Company's officers, directors, employees,
     accountants and auditors to supply all relevant information reasonably
     requested by the Holders or any such underwriter, legal counsel,
     accountant or agent in connection with any such Registration Statement as
     is customary for similar due diligence examinations; provided, however,
     that such information may not be used for any other purpose than due
     diligence and provided further, however, that any information that is
     designated in writing by the Company, in good faith, as confidential at
     the time of delivery of such information shall be kept confidential by
     the Holders or any such underwriter, legal counsel, accountant or agent,
     unless such disclosure is made in connection with a court proceeding or
     required by law, or such information becomes available to the public
     generally or through a third party without an accompanying obligation of
     confidentiality;

                 (iii) make such representations and warranties to the
     Holders of Securities registered thereunder and the underwriters, if any,
     in form, substance and scope as are customarily made by issuers to
     underwriters in primary underwritten offerings and covering matters
     including, but not limited to, those set forth in the Purchase Agreement;

                 (iv)  obtain opinions of counsel to the Company and
     updates thereof (which counsel and opinions (in form, scope and
     substance) shall be reasonably satisfactory to the Managing Underwriters,
     if any) addressed to each selling Holder and the underwriters, if any,
     covering such matters as are customarily covered in opinions

                                       12
<PAGE>
     requested in underwritten offerings and such other matters as may be
     reasonably requested by such Holders and underwriters;

                 (v)   obtain comfort letters and updates thereof from the
     independent certified public accountants of the Company (and, if
     necessary, any other independent certified public accountants of any
     subsidiary of the Company or of any business acquired by the Company for
     which financial statements and financial data are, or are required to be,
     included in the Registration Statement), addressed to each selling Holder
     of Securities registered thereunder and the underwriters, if any,
     provided that such letters need not be addressed to any Holder to whom,
     in the reasonable opinion of the Company's independent public
     accountants, addressing such letter is not permissible under applicable
     accounting standards), in customary form and covering matters of the type
     customarily covered in comfort letters in connection with primary
     underwritten offerings; and

                 (vi)  deliver such documents and certificates as may be
     reasonably requested by the Majority Holders or the Managing
     Underwriters, if any, including those to evidence compliance with Section
     4(k) and with any customary conditions contained in the underwriting
     agreement or other agreement entered into by the Company.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph
(q) shall be performed at (A) the effectiveness of such Registration Statement
and each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

         (r)     In the case of any Exchange Offer Registration Statement, the
Company shall:

                 (i)   make reasonably available for inspection by such
     Initial Purchaser, and any legal counsel, accountant or other agent
     retained by such Initial Purchaser, all relevant financial and other
     records, pertinent corporate documents and properties of the Company and
     its subsidiaries; provided, however, that, if any such records, documents
     or other information related to pending or proposed acquisitions or
     dispositions, or otherwise related to matter reasonably acceptable to
     such parties and the Company;

                 (ii)  cause the Company's officers, directors, employees,
     accountants and auditors to supply all relevant information reasonably
     requested by such Initial Purchaser or any such attorney, accountant or
     agent in connection with any such Registration Statement as is customary
     for similar due diligence examinations; provided, however, that such
     information may not be used for any purpose other than due diligence and
     provided, further, however, that any information that is designated in
     writing by the Company, in good faith, as confidential at the time of
     delivery of such information shall be kept confidential by such Initial
     Purchaser or any such attorney, accountant or agent, unless such
     disclosure is made in connection with a court proceeding or required by
     law, or such information becomes available to the public generally or
     through a third party without an accompanying obligation of
     confidentiality;

                                       13
<PAGE>
                 (iii) make such representations and warranties to such
     Initial Purchaser, in form, substance and scope as are customarily made
     by issuers to underwriters in primary underwritten offerings and covering
     matters including, but not limited to, those set forth in the Purchase
     Agreement;

                 (iv)  obtain opinions of counsel to the Company and
     updates thereof (which counsel and opinions (in form, scope and
     substance) shall be reasonably satisfactory to such Initial Purchaser and
     its counsel, addressed to such Initial Purchaser, covering such matters
     as are customarily covered in opinions requested in underwritten
     offerings and such other matters as may be reasonably requested by such
     Initial Purchaser or its counsel;

                 (v)   obtain comfort letters and updates thereof from the
     independent certified public accountants of the Company (and, if
     necessary, any other independent certified public accountants of any
     subsidiary of the Company or of any business acquired by the Company for
     which financial statements and financial data are, or are required to be,
     included in the Registration Statement), addressed to such Initial
     Purchaser, in customary form and covering matters of the type customarily
     covered in comfort letters in connection with primary underwritten
     offerings, or if requested by such Initial Purchaser or its counsel in
     lieu of a comfort letter, an agreed-upon procedures letter under
     Statement on Auditing Standards No. 35, covering matters requested by
     such Initial Purchaser or its counsel; and

                 (vi)  deliver such documents and certificates as may be
     reasonably requested by such Initial Purchaser or its counsel, including
     those to evidence compliance with Section 4(k) and with conditions
     customarily contained in underwriting agreements;

provided, however that the Company will be required to perform the foregoing
actions set forth in clauses (i) through (vi) only upon the reasonable request
by an Initial Purchaser to the Company or the reasonable request in writing to
the Company by one or more broker-dealers who certify to an Initial Purchaser
and the Company in writing that they anticipate they will receive New
Securities for their own account in the Exchange Offer for Securities that were
acquired by such broker-dealer as a result of market-making or other trading
activities, and, based on the position of the Commission as described in
Section 2(e), will be required to satisfy the prospectus delivery obligation
under the Act in connection with the resale of such New Securities; and
provided further, that the Company will not be required to amend or supplement
the Prospectus contained in the Exchange Offer Registration Statement for a
period exceeding 180 days after the expiration of the Exchange Offer, and such
broker-dealers shall not be authorized by the Company to deliver and shall not
deliver such Prospectus after such period in connection with resales
contemplated in this subsection (r); and provided, further, that the Company
will be obligated to deal only with one entity representing such
broker-dealers, which shall be Salomon Smith Barney Inc., unless it elects not
to act as such representative, and to pay the reasonable fees and expenses of
only one counsel representing such broker-dealers, which shall be the counsel
to the Initial Purchasers, unless such counsel elects not to so act, and to
cause to be delivered only one, if any, comfort letter with respect to the
Prospectus in the form existing on the expiration of the Exchange Offer and
with respect to each subsequent amendment or supplement, if any, effected
during the period specified above.

                                       14
<PAGE>
The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and
the effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

         (s)     If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company (or to such other person
as directed by the Company) in exchange for the New Securities, the Company
shall mark, or caused to be marked, on the Securities so exchanged that such
Securities are being cancelled in exchange for the New Securities. In no event
shall the Securities be marked as paid or otherwise satisfied.

         (t)     The Company shall use its best efforts to confirm that the
ratings issued to the Securities prior to their initial sale will apply to the
Securities or the New Securities, as the case may be, covered by a Registration
Statement.

         (u)     In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the NASD Rules)
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Company shall assist such Broker-Dealer in complying with the
NASD Rules.

         (v)     The Company shall use its best efforts to take all other steps
necessary to effect the registration of the Securities or the New Securities,
as the case may be, covered by a Registration Statement.

         5.      Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel (which shall initially be Cleary, Gottlieb, Steen & Hamilton, but which
may, with the written consent of the Initial Purchasers, be another nationally
recognized law firm experienced in securities matters designated by the Majority
Holders) to act as counsel for the Holders in connection therewith, and, in the
case of any Exchange Offer Registration Statement, will reimburse the Initial
Purchasers for the reasonable fees and disbursements of counsel acting in
connection therewith.  Each Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder's Securities pursuant to the Shelf Registration Statement.

         6.      Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Holder of Securities or New Securities, as the
case may be, covered by any Registration Statement, each Initial Purchaser and,
with respect to any Prospectus delivery as contemplated in Section 4(h) hereof,
each Exchanging Dealer, the directors, officers, employees and agents of each
such Holder, Initial Purchaser or Exchanging Dealer and each person who
controls any such Holder, Initial Purchaser or Exchanging Dealer within the
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon

                                       15
<PAGE>
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement as originally filed or in any amendment thereof,
or in any preliminary Prospectus or the Prospectus, or in any amendment thereof
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of any preliminary
Prospectus or the Prospectus, in the light of the circumstances under which
they were made) not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
the party claiming indemnification specifically for inclusion therein;
provided, further, however, that with respect to any untrue statement or
omission of a material fact made in any preliminary Prospectus, the indemnity
agreement contained in this Section shall not inure to the benefit of any
Holder from whom the person asserting any such loss, claim, damage or liability
purchased the Securities or New Securities, as the case may be, to the extent
that any such loss, claim, damage or liability of such Holder occurs under the
circumstance where it shall have been determined by a court of competent
jurisdiction by final and nonappealable judgment that (i) the untrue statement
or omission of a material fact contained in the preliminary Prospectus was
corrected in the Prospectus, (ii) the Company had previously furnished copies
of the Prospectus to such Holder and (iii) such loss, claim, damage or
liability results from the fact that there was not sent or given to such person
at or prior to the written confirmation of the sale of such Securities or New
Securities, as the case may be, to such person, a copy of the Prospectus; and
provided, further, however, that the Company shall not be liable to an
indemnified party with respect to any Prospectus or Registration Statement or
any amendment or supplement to any thereof to the extent that any such loss,
claim, damage, liability or action of such indemnified party arises out of, or
is based upon, (a) the use of any Registration Statement during a period when a
stop order has been issued by the Commission in respect thereof or (b) the use
of the Prospectus during a period when the use of the Prospectus has been
suspended in accordance with the instructions of the Company because of the
discovery of any untrue statement or omission of a material fact therein,
provided that all Holders of Securities or New Securities received prior
written notice of such stop order or suspension and such indemnified party,
knowingly and voluntarily continued to use such Prospectus or Registration
Statement. This indemnity agreement shall be in addition to any liability which
the Company may otherwise have.

         The Company also agrees to indemnify as provided in this Section 6(a)
or contribute as provided in Section 6(d) hereof to Losses of each underwriter,
if any, of Securities or New Securities, as the case may be, registered under a
Shelf Registration Statement, their directors, officers, employees or agents
and each person who controls such underwriter on substantially the same basis
as that of the indemnification of the Initial Purchasers and the selling
Holders provided in this Section 6(a) and shall, if requested by any Holder,
enter into an underwriting agreement reflecting such agreement, as provided in
Section 4(p) hereof.

         (b)     Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser that is a Holder, in such capacity) severally
and not jointly agrees to

                                       16
<PAGE>
indemnify and hold harmless the Company, each of its directors, each of its
officers who signs such Registration Statement and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each such Holder, but
only with reference to written information relating to such Holder furnished to
the Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.

         (c)     Promptly after receipt by an indemnified party under this
Section 6 or notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and
defenses; and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying party shall
be entitled to appoint counsel (including local counsel) of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel, other than local counsel if not appointed by
the indemnifying party, retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party.  Notwithstanding the indemnifying
party's election to appoint counsel (including local counsel) to represent the
indemnified party in an action, the indemnified party shall have the right to
employ separate counsel (including local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest; (ii)
the actual or potential defendants in, or targets of, any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to
it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party; (iii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the
institution of such action; or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying
party. An indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

         (d)     In the event that the indemnity provided in paragraph (a) or
(b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses

                                       17
<PAGE>
reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which such indemnified party may be subject in such
proportion as is appropriate to reflect the relative benefits received by such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, from the Initial Placement and the Registration Statement which resulted
in such Losses; provided, however, that in no case shall any Initial Purchaser
be responsible, in the aggregate, for any amount in excess of the purchase
discount or commission applicable to such Security, or in the case of a New
Security, applicable to the Security that was exchangeable into such New
Security, nor shall any underwriter be responsible for any amount in excess of
the underwriting discount or commission applicable to the securities purchased
by such underwriter under the Registration Statement which resulted in such
Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on
the one hand, and such indemnified party, on the other hand, in connection with
the statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the sum of (x) the total net proceeds from the Initial
Placement (before deducting expenses) as set forth on the cover page of the
Final Offering Circular and (y) the total amount of additional interest which
the Company was not required to pay as a result of registering the securities
covered by the Registration Statement which resulted in such Losses. Benefits
received by the Initial Purchasers shall be deemed to be equal to the total
purchase discounts and commissions, and benefits received by any other Holders
shall be deemed to be equal to the value of receiving Securities or New
Securities, as applicable, registered under the Act. Benefits received by any
underwriter shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover page of the Prospectus forming a part of
the Registration Statement which resulted in such Losses. Relative fault shall
be determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information provided by the indemnifying
party, on the one hand, or by the indemnified party, on the other hand, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The
parties agree that it would not be just and equitable if contribution were
determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each person who controls a
Holder within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of such Holder shall have the same rights
to contribution as such Holder, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer of the Company
who shall have signed the Registration Statement and each director of the
Company shall have the same rights to contribution as the Company, subject in
each case to the applicable terms and conditions of this paragraph (d).

         (e)     The provisions of this Section will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or any of the

                                       18
<PAGE>
officers, directors or controlling persons referred to in this Section hereof,
and will survive the sale by a Holder of securities covered by a Registration
Statement.

         7.      Underwritten Registrations.  (a) If any of the Securities or
New Securities, as the case may be, covered by any Shelf Registration Statement
are to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders.

         (b)     No person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such person (i) agrees to
sell such person's Securities or New Securities, as the case may be, on the
basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements; and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

         8.      Registration Defaults. If any of the following events shall
occur, then the Company shall pay liquidated damages (the "Registration Default
Damages") to the Holders of Securities in respect of the Securities as follows:

         (a)     if any Registration Statement required by this Agreement is
not declared effective by the Commission on or prior to the date by which best
efforts are to be used to cause such effectiveness under this Agreement, then
commencing on the day after such specified date, Registration Default Damages
shall accrue on the Registrable Securities at a rate of .50% per annum and
shall be payable in accordance with the interest payment provisions of the
Securities; or

         (b)     if any Registration Statement required by this Agreement has
been declared effective but ceases to be effective at any time at which it is
required to be effective under this Agreement, then commencing on the day the
Registration Statement ceases to be effective, Registration Default Damages
shall accrue on the Registrable Securities at a rate of .50% per annum and
shall be payable in accordance with the interest payment provisions of the
Securities;

provided, however, that (1) upon the filing of the Registration Statement (in
the case of paragraph (a) above), (2) upon the effectiveness of the
Registration Statement (in the case of paragraph (b) above), or (3) upon the
effectiveness of the Registration Statement which had ceased to remain
effective (in the case of paragraph (c) above), Registration Default Damages
shall cease to accrue.

         9.      No Inconsistent Agreements.  The Company has not entered into,
and agrees not to enter into, any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders herein or that otherwise
conflicts with the provisions hereof.

         10.     Amendments and Waivers. The provisions of this Agreement may
not be amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company has
obtained the written consent of the Holders of a majority of the aggregate
principal amount of the Registrable Securities outstanding; provided that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such

                                       19
<PAGE>
Initial Purchaser against which such amendment, qualification, supplement,
waiver or consent is to be effective; provided, further, that no amendment,
qualification, supplement, waiver or consent with respect to Section 8 hereof
shall be effective as against any Holder of Registered Securities unless
consented to in writing by such Holder; and provided, further, that the
provisions of this Article 10 may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Initial Purchasers and each Holder. Notwithstanding the foregoing (except the
foregoing provisos), a waiver or consent to departure from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders whose Securities or New Securities, as the case may be, are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may be given by the Majority Holders,
determined on the basis of Securities or New Securities, as the case may be,
being sold rather than registered under such Registration Statement.

         11.     Notices.  All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

         (a)     if to a Holder, at the most current address given by such
holder to the Company in accordance with the provisions of this Section 11,
which address initially is, with respect to each Holder, the address of such
Holder maintained by the Registrar under the Indenture;

         (b)     if to the Representatives, initially at the address or
addresses set forth in the Purchase Agreement; and

         (c)     if to the Company, initially at its address set forth in the
Purchase Agreement.

         All such notices and communications shall be deemed to have been duly
given when received.

         The Initial Purchasers or the Company by notice to the other parties
may designate additional or different addresses for subsequent notices or
communications.

         12.     Remedies. Each Holder, in addition to being entitled to
exercise all rights provided to it herein, in the Indenture or in the Purchase
Agreement or granted by law, including recovery of liquidated or other damages,
will be entitled to specific performance of its rights under this Agreement.
The Company agrees that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of this
Agreement and hereby agrees to waive in any action for specific performance the
defense that a remedy at law would be adequate.

         13.     Successors. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and assigns,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities and the New Securities. The
Company hereby agrees to extend the benefits of this Agreement to

                                       20
<PAGE>
any Holder of Securities and the New Securities, and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.

         14.     Jurisdiction. Each of the parties hereto agrees that any suit,
action or proceeding arising out of or based upon this Agreement or the
transactions contemplated hereby may be instituted in any State or U.S. federal
court in The City of New York and County of New York, and waives any objection
which it may now or hereafter have to the laying of venue of any such
proceeding, and irrevocably submits to the jurisdiction of such courts in any
suit, action or proceeding. The Company hereby appoints CT Corporation System,
111 Eighth Avenue, New York, New York, 10011, as its authorized agent (the
"Authorized Agent") upon whom process may be served in any suit, action or
proceeding arising out of or based upon this Agreement or the transactions
contemplated herein which may be instituted in any State or U.S. federal court
in The City of New York and County of New York, by any Holder or Initial
Purchaser, the directors, officers, employees and agents of any Holder or
Initial Purchaser, or by any person who controls any Holder or Initial
Purchaser, and expressly accepts the jurisdiction of any such court in respect
of any such suit, action or proceeding. The Company hereby represents and
warrants that the Authorized Agent has accepted such appointment and has agreed
to act as said agent for service of process, and the Company agrees to take any
and all action, including the filing of any and all documents that may be
necessary to continue such appointment in full force and effect as aforesaid.
Service of process upon the Authorized Agent shall be deemed, in every respect,
effective service of process upon the Company. The Company further agrees to
take any and all action, including the execution and filing of any and all such
documents and instruments, as may be necessary to continue such designation and
appointment in full force and effect so long as any of the Securities shall be
outstanding. To the extent that the Company may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise) with respect to itself or its property, it hereby irrevocably
waives such immunity in respect of this Agreement, to the fullest extent
permitted by law.

         15.     Currency. Each reference in this Agreement to U.S. dollars
(the "relevant currency") is of the essence. To the fullest extent permitted by
law, the obligation of the Company in respect of any amount due under this
Agreement will, notwithstanding any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the relevant currency that the party entitled to receive such payment
may, in accordance with its normal procedures, purchase with the sum paid in
such other currency (after any premium and costs of exchange) on the Business
Day immediately following the day on which such party receives such payment. If
the amount in the relevant currency that may be so purchased for any reason
falls short of the amount originally due, the Company will pay such additional
amounts, in the relevant currency, as may be necessary to compensate for the
shortfall. Any obligation of the Company not discharged by such payment will,
to the fullest extent permitted by applicable law, be due as a separate and
independent obligation and, until discharged as provided herein, will continue
in full force and effect.

         16.     Waiver of Immunity. To the extent that the Company has or
hereafter may acquire any immunity (sovereign or otherwise) from any legal
action, suit or proceeding, from jurisdiction of any court or from set-off or
any legal process (whether service or notice, attachment in aid or otherwise)
with respect to itself or any of its property, the Company hereby

                                       21
<PAGE>
irrevocably waives and agrees not to plead or claim such immunity in respect of
its obligations under this Agreement.

         17.     Counterparts.  This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

         18.     Headings.  The section headings used herein are for
convenience only and shall not affect the construction hereof.

         19.     Applicable Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

         20.     Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

         21.     Securities Held by the Company, etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or New Securities is required hereunder, Securities or New Securities, as
applicable, held by the Company or its Affiliates (other than subsequent
Holders of Securities or New Securities if such subsequent Holders are deemed
to be Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

                                       22
<PAGE>
         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Company and the several Initial Purchasers.

                                          Very truly yours,

                                          TFM, S.A. de C.V.

                                          By /s/    Jacinto Marina Cortes
                                             -------------------------
                                             Name:  Jacinto Marina Cortes
                                             Title: Director and Acting
                                                    Chief Financial Officer
                                          By /s/    Leon Ortiz
                                             ----------------------------
                                             Name:  Leon Ortiz
                                             Title: Treasurer


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

Salomon Smith Barney Inc.

By /s/    John Boord
   ------------------------
   Name:  John Boord
   Title: Managing Director

J.P. Morgan Securities Inc.

By /s/    Cynthia Powell
   -------------------------
   Name:  Cynthia Powell
   Title: Managing Director

                                       23
<PAGE>
                                                                        ANNEX A

         Each broker-dealer that receives new securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Act. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of
new securities received in exchange for securities where such securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities. The company has agreed that, starting on the expiration
date and ending on the close of business one year after the expiration date, it
will make this prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution".

                                       24
<PAGE>
                                                                        ANNEX B

         Each broker-dealer that receives new securities for its own account in
exchange for securities, where such securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such new securities. See "Plan of Distribution".

                                       25
<PAGE>
                                                                        ANNEX C

                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives new securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new securities. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of new securities received in
exchange for securities where such securities were acquired as a result of
market-making activities or other trading activities. The company has agreed
that, starting on the expiration date and ending on the close of business one
year after the expiration date, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale.

         The company will not receive any proceeds from any sale of new
securities by brokers-dealers. New securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the new securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such new
securities. Any broker-dealer that resales new securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such new securities may be deemed to be
an "underwriter" within the meaning of the Act and any profit of any such
resale of new securities and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Act. The
Letter of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Act.

         For a period of one year after the expiration date, the company will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Act.

         [If applicable, add information required by Regulation S-K Items 507
and/or 508.]

                                       26
<PAGE>
                                                                        ANNEX D

Rider A

PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH
TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.

Name:    ____________________________________________

Address: ____________________________________________

         ____________________________________________

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
\engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any person to participate in
a distribution of the New Securities nor will it have any such arrangements or
understandings upon consummation of the Exchange Offer. If the undersigned is a
Broker-Dealer that will receive New Securities for its own account in exchange
for Securities, it represents that the Securities to be exchange for New
Securities were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such New Securities; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit
that it is an "underwriter" within the meaning of the Act.

                                       27