Exhibit 10.25


                        SETTLEMENT AGREEMENT AND RELEASE

         This Settlement  Agreement and Release (this "Agreement"),  dated as of
April 24, 2001, is made and entered into by and among MCII HOLDINGS (USA), INC.,
a Delaware  corporation (the "Company"),  MOTOR COACH INDUSTRIES  INTERNATIONAL,
INC.,  a Delaware  corporation  and a  wholly-owned  subsidiary  of the  Company
("MCII"),  MOTOR COACH  INDUSTRIES  MEXICO,  S.A. de C.V., f.k.a Dina Autobuses,
S.A.  de C.V.,  a  corporation  organized  under the laws of the United  Mexican
States ("Dina  Autobuses"),  JOSEPH  LITTLEJOHN & LEVY FUND III L.P., a Delaware
limited  partnership  ("JLL"),  CIBC WG ARGOSY  MERCHANT  FUND 2, L.L.C.  ("CIBC
Argosy"),  CO-INVESTMENT  MERCHANT FUND 3, LLC ("CMF" and, together with JLL and
CIBC  Argosy,  the  "Investors")  and  CONSORCIO G GRUPO DINA,  S.A. de C.V.,  a
corporation  organized  under the laws of the United  Mexican  States  ("Dina"),
SISTEMAS Y SERVICIOS G, S.A. de C.V., a corporation  organized under the laws of
the United Mexican States ("Servicios")

                                    RECITALS

         WHEREAS,   pursuant  to  the  Investment   Agreement  (the  "Investment
Agreement")  dated as of June 11, 1999,  as amended,  by and among the Investors
and Dina, the Investors collectively acquired,  among other things, an aggregate
of 610,000 shares of voting common stock, par value $0.01 per share (the "Voting
Common Stock") of the Company and convertible non-voting common stock, par value
$0.01 per share (the  "Non-Voting  Common  Stock" and,  together with the Voting
Common Stock, the "Common Stock") of the Company (collectively,  the "Investment
Shares")  and,  simultaneously  therewith,  the  Company  repurchased  from Dina
610,000  shares of Voting  Common Stock in exchange  for cash and certain  other
consideration; and

         WHEREAS, upon consummation of the Investment, Dina owned 390,000 shares
of Common Stock (the "Dina Shares") and Dina owns the Dina Shares as of the date
hereof; and

         WHEREAS,  pursuant to the Investment Agreement, the Investors, Dina and
Mr. Rafael Gomez Flores  ("RGF"),  entered into a  Stockholders  Agreement  (the
"Stockholders  Agreement") dated as of June 16, 1999, as amended, to memorialize
certain agreements as to the corporate governance of the Company; and

         WHEREAS,  pursuant to the  Investment  Agreement,  RGF and MCII entered
into an Employment  Agreement (the "Employment  Agreement") dated as of June 16,
1999,  pursuant to which, among other things, RGF agreed to serve as Chairman of
the Board of Directors of the Company and MCII; and

         WHEREAS,  the Employment  Agreement  terminated in accordance  with its
terms upon the death of RGF on March 4, 2001; and

         WHEREAS,  MCII  acknowledges  that RGF is entitled to receive  $259,615
pursuant to the terms of the  Employment  Agreement (the "RGF  Payment"),  which
funds have been  placed in escrow for the  benefit of the RGF Estate and will be
distributed  in accordance  with the terms and subject to the  conditions of the
Escrow Agreement (as hereinafter defined); and

         WHEREAS,  pursuant to the Investment Agreement, the Investors, Dina and
the Company entered into an Omnibus Agreement (the "Omnibus Agreement") dated as
of June 16, 1999,  pursuant to which,  among other things,  the parties  thereto
memorialized   certain   agreements  with  respect  to  St.  Matthews  Equipment
Disposition Rights (as defined therein); and

         WHEREAS, in connection with the Investment Agreement,  Dina and certain
of its affiliates,  on the one hand, and the Company,  MCII and certain of their
affiliates,  on the other hand,  entered  into a Master Long Term  Purchase  and
Supply  Agreement  (the "Purchase and Supply  Agreement"),  dated as of June 15,
1999, to  facilitate  the purchase and sale of Goods (as defined in the Purchase
and Supply Agreement) under mutually acceptable terms and conditions; and
<PAGE>

         WHEREAS, in connection with the Investment Agreement,  Dina and certain
of its  affiliates,  on the one hand,  and Dina  Autobuses,  on the other  hand,
entered into an Operations Agreement (the "Operations  Agreement"),  dated as of
June 16,  1999,  pursuant to which the  parties  thereto  operate  the  facility
located in Ciudad, Sahagun, Hidalgo, Mexico; and

         WHEREAS, in connection with the Investment Agreement, Servicios, on the
one  hand,  and Dina  Autobuses,  on the other  hand,  entered  into a  Services
Agreement (the  "Services  Agreement"),  dated as of June 16, 1999,  pursuant to
which Servicios and certain of its affiliates  provided certain services to Dina
Autobuses; and

         WHEREAS,  in connection  with the  Investment  Agreement,  Dina and the
Company entered into a License Agreement (the "License Agreement"),  dated as of
June 16,  1999,  pursuant to which Dina  granted to the Company the right to use
(i) the "Dina"  trademark,  trade name and service mark and (ii) certain patents
owned by Dina,  all on the terms and subject to the  conditions set forth in the
License Agreement; and

         WHEREAS,  certain  disputes  and  differences  have arisen  between the
Investors  and the  Company,  on the one  hand,  and Dina,  on the  other  hand,
pursuant to which,  among other  things,  the  Investors  claim to have suffered
damages  of  $45.6  million  (the  "Working  Capital   Deficiency")  arising  in
connection  with  the  covenants  contained  in  Section  6.3 of the  Investment
Agreement; and

         WHEREAS,  MCII maintains a Supplemental  Executive  Retirement  Program
("SERP")  pursuant  to which the Company  provides  executives  of MCII  certain
benefits; and

         WHEREAS,  certain disputes and differences have arisen between Dina, on
the one hand,  and the  Company,  MCII and the  Investors,  on the  other  hand,
pursuant to which, among other things, Dina claims to have suffered damages as a
result of the Company  withholding certain funds from the Cash Repurchase Amount
(as defined in the  Investment  Agreement)  in order to provide for  obligations
under the SERP (the "SERP Claim"); and

         WHEREAS,  in light of the  discrepancies  regarding the Working Capital
Claim and the SERP Claim,  the parties  agree to adjust the original  percentage
ownership of each party pursuant to the  Investment  Agreement to the percentage
ownership  and  number  of  voting  and  non-voting  shares  for  each  Investor
(collectively, the "Adjusted Investment Shares") set forth in Schedule I hereto;
and

         WHEREAS,  Dina desires that JLL provide its consent to Dina to transfer
up to 302,250  shares of Common Stock (the "Adjusted Dina Shares") to or for the
benefit of the holders (the  "Bondholders")  of the 8% Convertible  Subordinated
Debentures  Due August 8, 2004 issued by Dina (the "Dina Bonds")  pursuant to an
Indenture  dated August 8, 1994,  under which Bankers  Trust  Company  serves as
trustee (the "Indenture"); and

         WHEREAS,  the parties hereto wish to settle and otherwise resolve these
disputes  between them without the admission of fault by any of them and to make
certain other agreements, all on the terms and conditions specified herein.

         NOW THEREFORE,  in consideration of the above premises and the promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby  acknowledged,  each of the parties hereby agree
as follows:

<PAGE>

1                                   ARTICLE

                                   SETTLEMENT

1.1     Amendment to Section 1.1 of Article I of the Investment Agreement.


         For  purposes  of  the  Investment  Agreement  and  all  other  related
agreements  which employ the term  "Business,"  the  definition of "Business" in
Section 1.1 of Article I of the  Investment  Agreement is hereby  amended in its
entirety to read as follows:

         "Business" shall mean the ownership or management of, or investment in,
any business or Person engaged in (a) the designing,  manufacturing,  assembling
or marketing of coaches of monocoque or unitized  construction  configuration or
(b) the  distribution  of  replacement  parts which are for the use of intercity
coaches or monocoque transit buses.

1.2                       Transfer of Common Stock.

(a) At the Closing  (as defined  herein),  the  Company  shall  cancel the stock
certificates evidencing the Dina Shares and the Investment Shares.

(b) At the  Closing,  the  Company  shall  reissue  to  each  Investor  a  stock
certificate  representing the corresponding  Adjusted Investment Shares pursuant
to Schedule I. Upon the issuance to the  Investors of the Investor  Shares,  the
Investor  Shares  will  be duly  authorized,  validly  issued,  fully  paid  and
nonassessable and free of preemptive rights.

(c) At the  Closing,  the  Company  shall  issue  to  Dina a  stock  certificate
representing  the Adjusted Dina Shares to Dina. Upon the issuance to Dina of the
Adjusted Dina Shares, the Adjusted Dina Shares will be duly authorized,  validly
issued, fully paid and nonassessable and free of preemptive rights.

1.3 Amended and Restated  Stockholders  Agreement.  At the Closing, the Company,
the  Investors,  Dina and certain  other parties shall enter into an amended and
restated  Stockholders  Agreement,  substantially in the form attached hereto as
Exhibit A (the "Amended and Restated Stockholders Agreement").

1.4 Sahagun Operations Agreement. At the Closing, certain affiliates of Dina, on
the one hand, and certain affiliates of the Company and MCII, on the other hand,
shall enter into the Sahagun Operations  Agreements,  substantially in the forms
attached  hereto as Exhibit B-1 and Exhibit  B-2,  (collectively,  the  "Sahagun
Operations Agreements").

1.5 Omnibus Agreement.  The Company,  Dina and the Investors agree that from and
after the Closing,  (a) Article I, Article II,  Article III and Article V of the
Omnibus  Agreement shall be deleted in their entirety from the Omnibus Agreement
and (b) Dina  acknowledges  that the St.  Matthews  Equipment (as defined in the
Omnibus  Agreement)  was never  acquired by Dina  pursuant to Section 1.1 of the
Omnibus Agreement and Dina hereby relinquishes any and all rights to acquire the
St. Matthews  Equipment  pursuant to Section 1.1 of the Omnibus  Agreement.  The
Company,  Dina  and the  Investors  acknowledge  and  agree  that  there  are no
outstanding  obligations of Dina or its affiliates and that neither Dina nor any
of its  affiliates  shall have any future  obligations  with  respect to the St.
Matthews Equipment.

1.6  License  Agreement.  Dina and the  Company  agree  that  from and after the
Closing,  Section 2(a) of the License Agreement shall be amended to provide that
the right of the Company to use the Name (as  defined in the License  Agreement)
shall  terminate  on the  earlier  of (a) 30 days  after  the date on which  the
Company fails to use the name within any six-month period, (b) 30 days after the
date on which the Company fails to manufacture at least 25 coaches utilizing the
Name within any  twelve-month  period and (c) the tenth  anniversary of the date
hereof.
<PAGE>

1.7 Services Agreement. The Company, MCII and Dina Autobuses on their behalf and
on behalf of their respective affiliates, on the one hand, and Dina and
Servicios on their behalf and on behalf of their affiliates, on the other hand,
agree that from and after the Closing, the Services Agreement shall be
terminated and shall forthwith become void and there shall be no liability on
the part of any party thereto or any of their respective affiliates, successors,
representatives, agents and assigns.

1.8 Operations  Agreement.  The Company, MCII and Dina Autobuses on their behalf
and on behalf of their respective  affiliates,  on the one hand, and Dina on its
behalf and on behalf of its affiliates,  on the other hand,  agree that from and
after the  Closing,  the  Operations  Agreement  shall be  terminated  and shall
forthwith  become void and there shall be no  liability on the part of any party
thereto  or any of their  respective  affiliates,  successors,  representatives,
agents and assigns.

1.9 Master  Long-Term  Purchase  and Supply  Agreement.  The Company and MCII on
their behalf and on behalf of their respective affiliates,  on the one hand, and
Dina on its behalf and on behalf of its  affiliates,  on the other  hand,  agree
that from and after the  Closing,  the Purchase  and Supply  Agreement  shall be
terminated  and shall  forthwith  become void and there shall be no liability on
the part of any party thereto or any of their respective affiliates, successors,
representatives, agents and assigns.

1.10  Consent  to  Transfer.   At  the  Closing,   notwithstanding  any  of  the
restrictions  set forth in Article IV of the Amended and  Restated  Stockholders
Agreement  restricting  Dina's ability to transfer the Adjusted Dina Shares, JLL
consents  to, and agrees not to take any action  that would  prohibit  Dina from
selling,  conveying,  assigning,  transferring  and delivering the Adjusted Dina
Shares  to or for  the  benefit  of the  Bondholders  in  connection  with  Dina
extinguishing  its  obligations  under the Dina  Bonds  (the  "Dina  Exchange");
provided  that the  Bondholders  take the Adjusted  Dina Shares  subject to, and
agree to comply with,  the  provisions of the Amended and Restated  Stockholders
Agreement. Notwithstanding the foregoing, no transfer of Adjusted Dina Shares to
the Bondholders  shall be valid if, as a result of the Dina Exchange,  more than
475 Bondholders would become  stockholders of the Company.  Notwithstanding  any
other  provision  contained  herein the Company  shall be under no obligation to
make  any  filings  under  any  applicable  securities  laws or  regulations  in
connection with such transfer,  including,  without limitation,  the filing of a
registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act").

1.11 Dina Release.  Effective as of the Closing, Dina and each of Alfonzo Miguel
Gomez Flores, Armando Gomez Flores,  Guillermo Gomez Flores, Omar Raymundo Gomez
Flores,  Altagracia Flores Fletes,  Graciela Gomez Flores,  Claudia Gomez Flores
and  Monica  Gomez  Flores  (collectively,   the  "Gomez  Flores  Family"),  for
themselves and their respective affiliates, successors, representatives, agents,
employees,  directors, officers and assigns, and each member of the Gomez Flores
Family's  respective heirs,  administrators and executors,  hereby expressly and
unconditionally  release,  acquit and forever  discharge  the  Investors and the
Company,  together  with  each  of  their  respective  affiliates,   successors,
representatives,  agents,  directors,  officers  and  assigns,  from any claims,
demands,  counterclaims,   rights,  obligations,  causes  of  action,  payments,
accounts,  debts,  contracts,   promises,  agreements,   controversies,   liens,
liabilities,  losses,  attorneys'  fees or  damages,  whether  known or unknown,
foreseen  or  unforeseen,  whether in law or in equity or in contract or in tort
("Claims"),  arising at any time prior to the date of this Agreement arising out
of or in any way relating to the ownership or operation of the Company or any of
its subsidiaries or affiliates or any of their respective businesses, including,
without  limitation,  with  respect to (i) the  Investment  Agreement,  (ii) the
calculation of the Cash Repurchase Amount, (iii) the Transactions (as defined in
the  Investment  Agreement),  (iv)  any  other  agreement  that  relates  to the
transactions  contemplated  by the  Investment  Agreement,  (iv) the sale by the
Company of an additional $50 million of Common Stock to the Investors on May 15,
2000,  (v) the SERP  Claim,  (vi) the  purchase  by the  Company  of  Autopartes
Hidalguenses,  S.A. de C.V., (vii) the Purchase and Supply Agreement, (viii) the
Services  Agreement,  (ix) the Operations  Agreement and (x) claims  relating to
taxes payable to Revenue  Canada.  Nothing  contained  herein shall be deemed to
release  any party  from any Claims  arising  out of or  relating  to any of the
agreements,  arrangements or  understandings  set forth on Schedule II hereto or
from its obligations hereunder.
<PAGE>

1.12  Investor  Release.  Effective as of the  Closing,  the  Investors  and the
Company,   for  themselves   and  their   respective   affiliates,   successors,
representatives,   agents  and  assigns,  shall  expressly  and  unconditionally
release,  acquit and forever  discharge Dina and each member of the Gomez Flores
Family  together with their  affiliates,  successors,  representatives,  agents,
employees,  directors, officers and assigns, and each member of the Gomez Flores
Family's  respective  heirs,  administrators  and  executors,  from any  Claims,
arising at any time prior to the date of this Agreement arising out of or in any
way  relating  to  the  ownership  or  operation  of the  Company  or any of its
subsidiaries  or affiliates or any of their  respective  businesses,  including,
without  limitation,  with  respect to (i) the  Investment  Agreement,  (ii) the
Working Capital  Deficiency,  (iii) the  Transactions,  (iv) the purchase by the
Company of Autopartes  Hidalguenses,  S.A. de C.V.,  (v) the Purchase and Supply
Agreement,  (vi) the Services  Agreement,  (vii) the  Operations  Agreement  and
(viii)  [claims  relating to taxes payable to Revenue  Canada and (ix) any other
agreement  that  relates  to the  transactions  contemplated  by the  Investment
Agreement.  Nothing  contained  herein shall be deemed to release any party from
any Claims arising out of or relating to any of the agreements,  arrangements or
understandings  set  forth  on  Schedule  III  hereto  or from  its  obligations
hereunder.

1.13 Release from Third-Party Obligations. At the Closing, Dina shall deliver to
the  Company  and MCII,  in the form  attached  hereto as  Exhibit C, a full and
complete release of each of the Company,  MCII and their  respective  affiliates
from any and all obligations  under each of the Joint Agreements (as hereinafter
defined) and there shall be no  liability  on the part of the  Company,  MCII or
their respective  affiliates with respect to such Joint Agreements.  Dina agrees
to defend,  indemnify and hold harmless the Company,  MCII and their  respective
affiliates from any claims,  demands,  actions and liabilities  arising under or
relating to the Joint Agreements.  As used herein, "Joint Agreements" shall mean
each agreement,  arrangement or understanding  that is binding on Dina or any of
its  affiliates  under  which  the  Company,  MCII,  or any of their  respective
affiliates  may be liable to a third party with a respect to any  obligation  of
Dina  or  its  affiliates,   including,   without  limitation,  the  agreements,
arrangements and understandings set forth on Schedule 1.13 hereto.

1.14 Payment.  In connection  with the execution and delivery of this Agreement,
the Company shall deliver to the Escrow Agent, cash in an amount equal to $1.624
million,  (the "Payment")  calculated in accordance with Schedule IV hereto. The
Payment  will be  held  by the  Escrow  Agent  in  accordance  with  the  Escrow
Agreement, substantially in the form attached hereto as Exhibit D.

1.15 The  parties  acknowledge  and agree that the  release by the Gomez  Flores
Family is granted in consideration of the release granted to each of the members
of the Gomez Flores Family by the Investors and the Company. Except as expressly
provided herein, nothing in this Agreement or any other agreement related to the
Investment  Agreement or the Transactions shall be construed or deemed to create
or impose any joint liability,  suretyship or guarantee  obligation  between (a)
any member of the Gomez Flores  Family,  on the one hand, and (b) Dina or any of
its affiliates or subsidiaries,  on the other hand. Except as expressly provided
herein,  the  members  of the Gomez  Flores  Family  shall not be liable for the
obligations or liabilities of Dina, its affiliates or subsidiaries.


2                                    ARTICLE

                                     CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the
"Closing") shall take place on the date hereof, at the offices of Skadden, Arps,
Slate, Meagher & Flom LLP, 4 Times Square, New York, New York. All of the
transactions contemplated hereby are intended by the parties to be consummated
simultaneously; and if any transaction contemplated hereby is not consummated as
provided herein, the parties shall take all actions necessary to dissolve and
invalidate all other transactions contemplated hereby as if none of such
transactions had been consummated.
<PAGE>

2.2 Deliveries by the Company and MCII. At the Closing,  the Company and/or MCII
are delivering or causing to be delivered the following:

(a) to each entity listed on Schedule I a certificate or certificates evidencing
the number of Adjusted Investment Shares set forth opposite such entity's name
on Schedule I and any other documents that are necessary to transfer good and
valid title to such securities to the Investors, free and clear of any and all
Liens; and

(b) to Dina, a certificate or certificates  evidencing the Adjusted Dina Shares;
and

(c) to the Investors and Dina, the Amended and Restated Stockholders  Agreement,
duly executed by the Company;

(d) To Dina and the Escrow  Agent,  the Escrow  Agreement,  duly executed by the
Company;

(e) to the Escrow  Agent,  the Payment and the RGF Payment,  by wire transfer of
immediately available funds; and

(f) all other documents, certificates, instruments and writings required to be
delivered by the Company or MCII at or prior to the Closing pursuant to this
Agreement or otherwise required in connection herewith.

2.3 Deliveries by the Investors. At the Closing, the Investors are delivering or
causing to be delivered the following:

(a) to the Company and Dina,  the Amended and Restated  Stockholders  Agreement,
duly executed by each of the Investors and any assignee thereof; and

(b) to the Company, stock certificates evidencing the Investment Shares; and

(c) all other documents, certificates, instruments and writings required to be
delivered by the Investors at or prior to the Closing pursuant to this Agreement
or otherwise required in connection herewith.

2.4  Deliveries  by Dina.  At the Closing,  Dina is  delivering or causing to be
delivered the following:

(a) to the Company, a stock certificate evidencing the Dina Shares; and

(b) to the Company and the  Investors,  the  Amended and  Restated  Stockholders
Agreement, duly executed by Dina; and

(c) to the Company,  MCII and the Investors,  evidence of the appointment of the
Dina Authorized Agent (as defined herein); and

(d) to the Company and the Escrow Agent, the Escrow Agreement,  duly executed by
the Company;

(e) to the Company,  MCII and the  Investors,  evidence of the Dina  Stockholder
Approval; and

(f) all other documents, certificates, instruments and writings required to be
delivered by Dina at or prior to the Closing pursuant to this Agreement or
otherwise required in connection herewith.
<PAGE>


3                                   ARTICLE

                         REPRESENTATIONS AND WARRANTIES

3.1 Company and MCII Representations and Warranties. The Company and MCII,
jointly and severally, make the following representations and warranties with
respect to the transactions set forth in Article I:

(a) Each of the Company and MCII is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and corporate authority to enter into this
Agreement, and to consummate the transactions contemplated hereby.

(b) The execution,  delivery and  performance by each of the Company and MCII of
this Agreement,  and the  consummation of the transactions  contemplated  hereby
have been authorized by all necessary  corporate action. This Agreement has been
duly executed and  delivered by each of the Company and MCII and,  assuming that
this Agreement  constitutes a valid and binding  obligation of the other parties
hereto,  constitutes  a valid and binding  obligation of each of the Company and
MCII,  enforceable  against each of the Company and MCII in accordance  with its
terms.

(c) The execution and delivery by each of the Company and MCII of this Agreement
does not,  and the  consummation  of the  transactions  contemplated  hereby and
compliance  with the terms  hereof  will not,  conflict  with,  or result in any
violation of or default under, (i) any provision of the organizational documents
of either the Company or MCII,  (ii) any judgment,  order,  injunction or decree
(an "Order"), or statute, law, ordinance, rule or regulation ("Applicable Law"),
applicable  to either  the  Company or MCII or (iii) any note,  bond,  mortgage,
indenture,   license,   agreement,  lease  or  other  instrument  or  obligation
("Contracts")  to which  either  the  Company  or MCII is a party.  No  consent,
approval, order or authorization of, notice to, or registration,  declaration or
filing  ("Governmental  Approval")  of  any  court,   administrative  agency  or
commission or other governmental entity, authority or instrumentality,  domestic
or foreign ("Governmental  Authority"), is required to be obtained or made by or
with respect to either the Company or MCII in connection  with the execution and
delivery of this Agreement or the  consummation by either the Company or MCII of
the transactions contemplated hereby.

3.2 Investor Representations and Warranties. Each of the Investors, severally
and not jointly, makes the following representations and warranties solely with
respect to itself in connection with the transactions set forth in Article I
above:

(a) The execution, delivery and performance by such Investor of this Agreement,
and the consummation of the transactions contemplated hereby, have been
authorized by all necessary action, corporate or otherwise on behalf of such
Investor. This Agreement has been duly executed and delivered by such Investor,
and, assuming that this Agreement constitutes a valid and binding obligation of
the other parties hereto, constitutes a valid and binding obligation of such
Investor, enforceable against such Investor in accordance with its terms.

(b) The execution and delivery by such Investor of this Agreement does not, and
the consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, conflict with, or result in any violation of or default
under, (i) any provision of the organizational documents of such Investor, (ii)
any Order, or Applicable Law, applicable to such Investor or (iii) any Contracts
to which such Investor is a party. No Governmental Approval of any Governmental
Authority is required to be obtained or made by or with respect to such Investor
in connection with the execution and delivery of this Agreement or the
consummation by such Investor of the transactions contemplated hereby.
<PAGE>


3.3  Dina   Representations   and   Warranties.   Dina   makes   the   following
representations  and warranties in connection with the transactions set forth in
Article I above:

(a) The execution,  delivery and performance by Dina of this Agreement,  and the
consummation of the transactions  contemplated  hereby,  have been authorized by
all necessary  action,  corporate or otherwise on behalf of Dina, other than the
Dina Stockholder Approval (as hereinafter defined),  including authorization and
approval of the members of the Gomez Flores  Family that  directly or indirectly
own  securities of Dina.  This Agreement has been duly executed and delivered by
Dina,  and,  assuming  that  this  Agreement  constitutes  a valid  and  binding
obligation  of the  other  parties  hereto,  constitutes  a  valid  and  binding
obligation  of Dina,  enforceable  against  Dina in  accordance  with its terms,
subject to receipt of the Dina Stockholder Approval.

(b) The  execution  and  delivery by Dina of this  Agreement  does not,  and the
consummation  of the  transactions  contemplated  hereby and compliance with the
terms hereof will not,  conflict  with, or result in any violation of or default
under,  (i) any  provision of the  organizational  documents  of Dina,  (ii) any
Order,  or  Applicable  Law,  applicable to Dina or (iii) any Contracts to which
Dina is a party.  No  Governmental  Approval of any  Governmental  Authority  is
required to be obtained or made by or with  respect to Dina in  connection  with
the execution and delivery of this Agreement or the  consummation by Dina of the
transactions contemplated hereby.

(c) Dina has good and  valid  title to the Dina  Shares,  free and  clear of all
Liens,  and the Dina Shares are the only  securities of the Company that Dina or
any of its affiliates or associates own beneficially or of record as of the date
hereof (as each such term is used under the  regulations  promulgated  under the
Securities Exchange Act of 1934, as amended).

(d) The affirmative vote of the holders of a majority of the outstanding  shares
of common stock of Dina (the "Dina Common  Stock") is the only vote  required to
approve the transactions  contemplated hereby,  including with Release set forth
in  Section  1.11  (the  "Dina  Stockholder  Approval").  No  other  vote of the
stockholders  of Dina is  required  by law,  the  charter  or by-laws of Dina or
otherwise in order for Dina to consummate the transactions  contemplated hereby.
The shares of Dina Common Stock,  are the only  outstanding  equity interests of
Dina which have voting rights.

(e) The Dina  Stockholder  Approval was obtained on March 2, 2001. Jose Gamaliel
Garcia  Cortes,  Mauricio G. Mendoza  Silva and Juan Jamie  Petersen  Farah were
granted the power and  authority  to execute  this  Agreement  on behalf of Dina
pursuant  to the Power of  Attorney  attached  hereto as Exhibit E. The Power of
Attorney is the valid and binding obligation of Dina,  enforceable  against Dina
in accordance with its terms.


4                                    ARTICLE

                                  MISCELLANEOUS

4.1  Admissions.  By entering into this  Agreement,  no party hereto  intends to
make, nor shall they be deemed to have made, any admission of any kind.

4.2 Third Party Beneficiary. Unless specifically provided herein, this Agreement
is not  intended to create,  and shall not  create,  any rights in any person or
entity that is not a party to this Agreement.

4.3 Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter contained
herein, and there are no restrictions, promises, representations, warranties,
covenants, conditions or undertakings with respect to the subject matter hereof,
other than those expressly set forth or referred to herein. This Agreement
supersedes all prior agreements and understandings between the parties hereto
with respect to the subject matter hereof. This Agreement constitutes the entire
understanding of the parties concerning its subject matter and may not be
modified, altered, or discharged except by a writing signed by all of the
parties. No representations or promises except those set forth herein have been
made to induce any party to enter into this Agreement.
<PAGE>

4.4  Successors  and  Assigns.  This  Agreement  shall be binding on each of the
parties hereto and on their respective successors and assigns.

4.5 Representations and Warranties. The representations and warranties set forth
in Article III hereof shall survive indefinitely following the execution of this
Agreement and the consummation of the transactions contemplated hereby.

4.6  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the State of New York without  giving effect to the
principles and conflicts of law thereof. THE PARTIES HERETO WAIVE THEIR RIGHT TO
A JURY TRIAL WITH  RESPECT TO DISPUTES  HEREUNDER;  ALL SUCH  DISPUTES  SHALL BE
SETTLED BY BINDING ARBITRATION PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION  IN NEW YORK,  NEW YORK AND THE ORDER OF SUCH  ARBITRATORS  SHALL BE
FINAL AND  BINDING ON ALL  PARTIES  HERETO AND MAY BE ENTERED AS A JUDGMENT IN A
COURT HAVING JURISDICTION OVER THE PARTIES. Subject to the foregoing, each party
hereby agrees and consents to the  jurisdiction  of the United  States  District
Court for the Southern  District of New York and the  jurisdiction of the courts
of the State of New York  located in the Borough of Manhattan in the City of New
York  (collectively  the  "Courts").  Dina  hereby  irrevocably  consents to the
service of any and all  process in any such suit,  action or  proceeding  by the
delivery of such process to such party at the address and in the manner provided
in Section 4.7. Dina has appointed The  Corporation  Trust Company,  1209 Orange
Street,  Wilmington,   Delaware  19801,  as  its  authorized  agent  (the  "Dina
Authorized  Agent")  upon  which  process  may be served in any suit,  action or
proceeding  based on this Agreement  which may be instituted in any Court, by or
by any party hereto,  and Dina expressly  accepts the  jurisdiction  of any such
Court in respect of any such suit, action or proceeding.  Such appointment shall
be irrevocable. Dina represents and warrants that the Dina Authorized Agent, has
agreed to act as said agent,  respectively,  for  service of  process,  and Dina
agrees to take any and all action, including the filing of any and all documents
and  instruments,  which may be necessary to continue such  appointment  in full
force and effect.  Service of process upon the Dina Authorized Agent and written
notice of such  service  to Dina shall be deemed,  in every  respect,  effective
service of process upon Dina.

4.7 Notices. All notices and other communications hereunder shall be in writing
and shall be delivered personally or by next-day courier or telecopied, with
confirmation of receipt, to the parties at the addresses specified below (or at
such other address for a party as shall be specified by like notice; provided
that notices of change of address shall be effective only upon receipt thereof).
Any such notice shall be effective upon receipt, if personally delivered or
telecopied, or one day after delivery to a courier for next-day delivery.

                  If to the Company or MCII, to:

                  MCII Holdings (USA), Inc.
                  c/o Motor Coach Industries International, Inc.
                  1700 East Golf Road
                  Schaumburg, Illinois  60173
                  Attention:  General Counsel
                  Facsimile:  (847) 285-2095

                  with copies to:

                  Joseph Littlejohn & Levy Fund III, LP
                  450 Lexington Avenue, Suite 3350
                  New York, New York  10017
                  Attention:  Mr. Jeffrey C. Lightcap
                  Facsimile:  (212) 286-8626

                  and

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  One Rodney Square
                  Wilmington, Delaware  19801
                  Attention:  Robert B. Pincus, Esquire
                  Facsimile:  (302) 651-3001
<PAGE>

                  If to JLL, to:

                  Joseph Littlejohn & Levy Fund III, LP
                  450 Lexington Avenue, Suite 3350
                  New York, New York  10017
                  Attention:  Mr. Jeffrey C. Lightcap
                  Facsimile:  (212) 286-8626

                  with a copy to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  One Rodney Square
                  Wilmington, Delaware  19801
                  Attention:  Robert B. Pincus, Esquire
                  Facsimile:  (302) 651-3001

                  If to CIBC Argosy or CMF, to:

                  c/o CIBC World Markets Corp.
                  425 Lexington Avenue
                  New York, New York  10017
                  Attention:  Stephen A. Flyer, Esquire
                  Facsimile:  (212) 885-4946

                  with a copy to:

                  Cahill Gordon & Reindel
                  80 Pine Street
                  New York, New York  10005-1702
                  Attention:  Roger Meltzer, Esquire
                  Facsimile:  (212) 269-5420

                  If to Dina, to:

                  Consorcio G Grupo Dina, S.A. de C.V.
                  Tlacoquemecatl No. 41
                  Colonia Del Valle
                  03100, Mexico D.F., Mexico
                  Attention: Mr. Gamaliel Garcia Cortes
                  Facsimile:  011-525-420-3977

                  with a copy to:

                  Gibson, Dunn & Crutcher, LLP
                  200 Park Avenue
                  New York, New York  10166
                  Attention:  Blake T. Franklin, Esquire
                  Facsimile:  (212) 351-4035

4.8 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

4.9 Specific Performance. Each of the parties hereto acknowledges and agrees
that in the event of any breach of this Agreement, the non-breaching party or
parties would be irreparably harmed and could not be made whole by monetary
damages. The parties hereby agree that in addition to any other remedy to which
they may be entitled at law or in equity, they shall be entitled to compel
specific performance of this Agreement in any action instituted in any court of
the United States or any state thereof having subject matter jurisdiction for
such action.

4.10 Severability. The invalidity, illegality or unenforceability of one or more
of the provisions of this Agreement in any jurisdiction shall not affect the
validity, legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of this Agreement,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.

4.11  Amendments.  This Agreement may not be amended,  modified or  supplemented
unless such modification is in writing and signed by each of the parties hereto.



                            [SIGNATURE PAGE FOLLOWS]


<PAGE>




                  IN WITNESS WHEREOF



, the parties have executed this Settlement Agreement and Release as of the date
first above written.

                                    MCII HOLDINGS (USA), INC.


                                    By:     _______________________________
                                    Name:
                                    Title:






                                    MOTOR COACH INDUSTRIES INTERNATIONAL, INC.


                                    By:     _______________________________
                                    Name:
                                    Title:

                                    JOSEPH LITTLEJOHN & LEVY FUND III L.P.

                                    By:  JLL ASSOCIATES III, LLC,
                                            its General Partner


                                    By:     ___________________________________
                                            Managing Member







                                     CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.


                                     By:      _________________________________
                                     Stephen A. Flyer, authorized signatory


                                    CO-INVESTMENT MERCHANT FUND 3, LLC






                                    By:  ___________________________________
                                         Stephen A. Flyer, authorized signatory

<PAGE>


                                    CONSORCIO G GRUPO DINA, S.A. de C.V.


                                    By:      ___________________________________
                                                      Name:
                                                      Title:


                                            ___________________________________
                                            Alfonzo Miguel Gomez Flores


                                            ___________________________________
                                            Armando Gomez Flores


                                            ___________________________________
                                            Guillermo Gomez Flores


                                            ___________________________________
                                            Omar Raymundo Gomez Flores


                                            ___________________________________
                                            Altagracia Flores Fletes


                                            ___________________________________
                                            Graciela Gomez Flores


                                            ___________________________________
                                            Claudia Gomez Flores


                                            ___________________________________
                                            Monica Gomez Flores




<PAGE>





                                    MOTOR COACH INDUSTRIES MEXICO, S.A. de C.V.






                                    By:      ___________________________________
                                    Name:
                                    Title:



                                    SISTEMAS Y SERVICIOS G, S.A. de C.V.


                                    By:      ___________________________________
                                    Name:
                                    Title:


<PAGE>

<TABLE>
<CAPTION>

                                              Shares of Common
                                                Stock Issued      Total Shares of
                Name of                         the Terms of        Common Stock     Percentage
              Stockholder                      This Agreement      Each Investor      Ownership
              -----------                      --------------      -------------      ---------

<S>                                              <C>                 <C>                <C>
Joseph Littlejohn & Levy Fund III, L.P.          73,634.5            587,489.9          58.7

Coaches, LLC                                      1,579.5             11,339.5           1.1

CIBC WG Argosy Merchant Fund 2, L.L.C            11,282               89,712.14         8.97

  Co-Investment Merchant Fund 3, LLC              1,254                9,967.46          1.0


</TABLE>



<PAGE>










                                   SCHEDULE II



1.   any and all obligations under the Promissory  Agreement for the Transfer of
     Real Estate among Dina  Autobuses,  and  Ingeniera En Diseno Dina,  S.A. de
     C.V.

2.   any and all obligations under the Promissory  Agreement for the Transfer of
     Real Estate among Dina  Autobuses  and Plasticos  Automotrices  de Sahagun,
     S.A. de C.V.

3.   any and all obligations under the Promissory  Agreement for the Transfer of
     Real Estate among Dina Autobuses and Raices del Sur, S.A. de C.V.

4.   any and all obligations under the License  Agreement,  dated as of June 16,
     1999,  by and between  Dina and the Company,  as amended,  arising from and
     after the date hereof

5.   any and all obligations under the Agreement,  dated as of June 16, 1999, by
     and among the Investors and the Gomez Flores Family, arising from and after
     the date hereof

6.   any and  all  obligations  under  the  Amended  and  Restated  Stockholders
     Agreement

7.   any and all obligations under the Sahagun Operations Agreement



<PAGE>




                                  SCHEDULE III



1.   any and all  obligations  under Section 7.3 of the Investment  Agreement or
     any other provision of the Investment Agreement relating to Dina's covenant
     not to compete with the Company or its  affiliates  from and after the date
     hereof

2.   any and all obligations under the Promissory  Agreement for the Transfer of
     Real Estate among Dina  Autobuses,  and  Ingeniera En Diseno Dina,  S.A. de
     C.V.

3.   any and all obligations under the Promissory  Agreement for the Transfer of
     Real Estate among Dina  Autobuses  and Plasticos  Automotrices  de Sahagun,
     S.A. de C.V.

4.   any and all obligations under the Promissory  Agreement for the Transfer of
     Real Estate among Dina Autobuses and Raices del Sur, S.A. de C.V.

5.   any and all obligations under the License  Agreement,  dated as of June 16,
     1999,  by and between  Dina and the Company,  as amended,  arising from and
     after the date hereof

6.   any and all obligations under the Agreement,  dated as of June 16, 1999, by
     and among the Investors and the Gomez Flores Family, arising from and after
     the date hereof

7.   any and  all  obligations  under  the  Amended  and  Restated  Stockholders
     Agreement

8.   any and all obligations under the Sahagun Operations Agreement