exv4w7



 






Exhibit
4.7



UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



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







			
	REGISTERED
	 	REGISTERED






TFM, S.A. de C.V.




9
3/8% SENIOR NOTE DUE 2012




			
	CUSIP Number
	 	$460,000,000






     TFM, S.A. de C.V. (herein called the “Issuer,”), a variable capital company (sociedad anónima
de capital variable) organized under the laws of Mexico, for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of FOUR HUNDRED and SIXTY MILLION DOLLARS
($460,000,000) on May 1, 2012, and to pay interest thereon on each Interest Payment Date, as set
forth in the Indenture. Interest on the Notes will accrue from the most recent date to which
interest has been paid, or if no interest has been paid, from April 19, 2005; provided that, if
there is no existing default in the payment of interest and this Note is authenticated between a
Regular Record Date referred to on the fact hereof and the next succeeding Interest Payment Date,
interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a
360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid
semiannually to the Holders (as reflected in the Note Register at the close of business on April 15
and October 15 immediately preceding the Interest Payment Date) in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on May 1 or November 1. The
Company shall pay interest on overdue principal and premium, if any, and interest on overdue
installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the
rate otherwise payable.



 









 





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



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



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof, or an Authenticating Agent, by manual signature of one of its authorized
officers, this Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



 









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



	 	 	 	 	 	 	 	 	 
	 	 	TFM, S.A. de C.V.	 	 
	 
	 	 	 	 	 	 	 	 
	Dated:
[                  ]

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 






TRUSTEE’S CERTIFICATE OF

AUTHENTICATION



THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 






 









 








TFM, S.A. de C.V.




9
3/8% SENIOR NOTE DUE 2012



1. Principal and Interest.




     The Company will pay the principal of this Note on May l, 2012.



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



     Interest will be payable semiannually (to the holders of record of the Notes at the close of
business on May 1 or November 1 immediately preceding the Interest Payment Date) on each Interest
Payment Date, commencing November 1, 2005.



     Interest on the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from April 19, 2005; provided that, if there is no existing
default in the payment of interest and this Note is authenticated between a Regular Record Date
referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue
from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months.



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


2. Method of Payment.




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



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


3. Paving Agent and Registrar.




     Initially, the Trustee will act as authenticating agent, Paying Agent in New York and
Registrar. Dexia Banque Internationale a Luxembourg will act at Luxembourg Paying Agent.



 









 




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




4. Indenture; Limitations.




     The Company issued the Notes under an Indenture dated as of April 19, 2005 (the “Indenture”),
between the Company and the Bank of Nova Scotia Trust Company of New York, as trustee (the
“Trustee”) and as paying agent (“Paying Agent”). Capitalized terms herein are used as defined in
the Indenture unless otherwise indicated. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes
are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture
Act for a statement of all such terms. To the extent permitted by applicable law, in the event of
any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the
Indenture shall control.



     The Notes are general unsecured obligations of the Company. The Indenture limits the aggregate
principal amount of the Notes to U.S.$460,000,000 plus any Add On Notes or Exchange Notes that may
be issued in exchange for Notes pursuant to the Registration Rights Agreement.



5. Optional Redemption.




     The Notes will be redeemable, at the Company’s option, in whole at any time or in part from
time to time, on or after May 1, 2009 and prior to maturity, upon not less than 30 nor more than 60
days’ prior notice mailed by first class mail to each Holders’ last address as it appears in the
Note Register, at the following Redemption Prices (expressed in percentages of principal amount),
plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders
of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive
interest due on an Interest Payment Date), if redeemed during the 12-month period commencing May 1,
of the years set forth below:



	 	 	 
	Year	 	Redemption Price
	2009
	 	104.688%
	2010
	 	102.344%
	2011
	 	100.000%






     In addition, at any time prior to May l, 2008, the Company may redeem up to 35% of the
principal amount of the Notes with the Net Cash Proceeds of one or more Equity Offerings by (1) the
Company or (2) Grupo TFM to the extent the Net Cash Proceeds thereof are contributed to the Company
or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company,
at a Redemption Price equal to 109.375% of the principal amount thereof, plus accrued and unpaid
interest and liquidated damages thereon (as determined by the Company), if any, to the Redemption
Date; provided, however, that after giving effect to any such redemption:



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(1) at least 65% of the original aggregate principal amount of the Notes remains
outstanding; and




(2) any such redemption must be made within 60 days of such Equity Offering and
must be made in accordance with certain procedures set forth in the Indenture.



     Upon completion of the Exchange Offer, the Company may also redeem any Notes which were not
surrendered in the Exchange Offer in an amount up to 1.0% of the original aggregate principal
amount of the Notes issued at a redemption price of 100% of their principal amount plus accrued and
unpaid interest thereon, if any, to the Redemption Date.



6. Redemption for Changes in Withholding Taxes.




     The Notes will be subject to redemption, in whole but not in part, at the option of the
Company at any time at 100% of their principal amount together with accrued interest thereon, if
any, to the Redemption Date, in the event the Company has become or would become obligated to pay,
on the next date on which any amount would be payable with respect to the Notes, any Additional
Amounts in excess of those attributable to a withholding tax rate of 4.9% as a result of a change
in or amendment to the laws (including any regulations or general rules promulgated thereunder) of
Mexico (or any political subdivision or taxing authority thereof or therein), or any change in or
amendment to any official position regarding the application, administration or interpretation of
such laws, regulations or general rules, including a holding of a court of competent jurisdiction,
which change or amendment is announced or becomes effective on or after April 13, 2005. The Company
shall not, however, have the right to redeem Notes from a Holder pursuant to this Section except to
the extent that it is obligated to pay Additional Amounts to such Holder that are greater than the
Additional Amounts that would be payable based on a Mexican Withholding Tax rate of 4.9%.



7. Partial Redemption.




     In the case of any partial redemption, selection of the Notes for redemption will be made by
the Trustee in compliance with the requirements, as certified to it by the Company, of the
principal national securities exchange, if any, on which such Notes are listed or, if such Notes
are not listed on a national securities exchange, by lot or by such other method as such Trustee in
its sole discretion shall deem to be fair and appropriate; provided that no Note of U.S.$100,000 in
principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, the
notice of redemption relating to such Note shall state the portion of the principal amount thereof
to be redeemed. A Note in principal amount equal to the unredeemed portion thereof will be issued
in the name of the Holder thereof upon cancellation of the original Note.



8. Notice of Redemption.




     Notice of any redemption pursuant to Section 5 hereof will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at his or her
last address as it appears in the Note Register. Notice of any redemption pursuant to Section 6
hereof will be mailed at least six days before the Redemption Date to each Holder of Notes to be
redeemed at his or her last address as it appears in the Note Register. Notes in original
denominations larger than U.S.$100,000 maybe redeemed in part. On and after the Redemption Date,
interest ceases to accrue and the principal amount shall remain constant (using



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the principal amount as of the Redemption Date) on Notes or portions of Notes called for
redemption, unless the Company defaults in the payment of the Redemption Price.




9. Repurchase upon Change of Control.




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



     A notice of such Change of Control will be mailed within 30 days after any Change of Control
occurs to each Holder at his last address as it appears in the Note Register. Notes in original
denominations larger than U.S.$100,000 may be sold to the Company in part.



     On and after the Change of Control Payment Date, interest ceases to accrue on Notes or
portions of Notes surrendered for purchase by the Company, unless the Company defaults in the
payment of the Change of Control Payment.



10. Denominations; Transfer Exchange.




     The Notes are in registered form without coupons in minimum denominations of U.S.$l00,000 of
principal amount and multiples of U.S.$1,000 in excess thereof. A Holder may register the transfer
or exchange of Notes in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Registrar need not register the transfer or
exchange of any Notes selected for redemption. Also, it need not register the transfer or exchange
of any Notes for a period of 15 days before a selection of Notes to be redeemed is made.



11. Persons Deemed Owners.




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



12. Unclaimed Money.




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



13. Discharge Prior to Redemption or Maturity.




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



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14. Amendment; Supplement; Waiver.




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



15. Restrictive Covenants.




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



16. Successor Persons.




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



17. Defaults and Remedies.




     The following events constitute “Events of Default” under the Indenture: (a) default in the
payment of principal of (or premium, if any, on) any Note when the same becomes due and payable at
maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any
Note when the same becomes due and payable, and such default continues for a period of 30 days; (c)
the Company defaults in the performance of or breaches the provisions of Article Five of the
Indenture or fails to make or consummate an Offer to Purchase in accordance with Section 4.11 or
Section 4.12 of the Indenture; (d) the Company defaults in the performance of or breaches any other
covenant or agreement of the Company in the Indenture or under this Note (other than a default
specified in clause (a), (b) or (c) above), and such default or breach continues for a period of 60
consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate
principal amount of the Notes; (e) there occurs with respect to any issue or issues of Indebtedness
of the Company or any of its Significant Subsidiaries having an outstanding principal amount of
U.S.$20 million or more in the aggregate for all such issues of all such Persons, whether such
Indebtedness now exists or shall hereafter be created, (I) an event of default that has caused the
holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and
such Indebtedness has not been discharged in full or such acceleration has not been rescinded or
annulled within 30 days of such acceleration and/or (I1) the failure to make a principal payment at
the final (but not any interim) fixed maturity and such defaulted payment shall not have been made,
waived or extended within 30 days of such payment default; (f) [intentionally omitted]; (g) any
final judgment or order (not covered by insurance) for the payment of money in excess of U.S.$10
million in the aggregate for all such



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final judgments or orders against all such Persons (treating any deductibles, self-insurance
or retention as not so covered) shall be rendered against the Company or any of its Significant
Subsidiaries and shall not be paid or discharged, and there shall be any period of 30 consecutive
days following entry of the final judgment or order that causes the aggregate amount for all such
final judgments or orders outstanding and not paid or discharged against all such Persons to exceed
U.S.$10 million during which a stay of enforcement of such final judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; (h) a court having jurisdiction in the
premises enters a decree or order for





                    (a) relief in respect of the Company or any of its Significant Subsidiaries in
an involuntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee,
sindico, custodian, trustee, sequestrator or similar official of the Company or any
of its Significant Subsidiaries or for all or substantially all of the property and
assets of the Company or any of its Significant Subsidiaries or (C) the winding up
or liquidation of the affairs of the Company or any of its Significant Subsidiaries
and, in each case, such decree or order shall remain unstayed and in effect for a
period of 30 consecutive days; (i) the Company or any of its Significant
Subsidiaries (A)’commences a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consents to the entry
of an order for relief in an involuntary case under any such law, (B) consents to
the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Company or any of its
Significant Subsidiaries or for all or substantially all of the property and assets
of the Company or any of its Significant Subsidiaries or (C) effects any general
assignment for the benefit of creditors; or




                    2. (A) the Concession Title shall cease to grant to the Company the rights
(including exclusive rights) originally provided therein and such cessation has had
a material adverse effect on its Restricted Subsidiaries taken as a whole; (B) (x)
the Concession Title shall for any reason be terminated and not. reinstated within
30 days or (y) rights provided therein which were originally exclusive to the
Company shall become nonexclusive and the cessation of such exclusivity has had a
material adverse effect on its Restricted Subsidiaries, taken as a whole; or (C) the
operations of the Northeast Rail Lines shall be commandeered or repossessed (a
requisa) for a period of 90 days or more. If an Event of Default (other than an
Event of Default specified in clause (h), (i) or G)(B)(x) above that occurs with
respect to the Company) occurs and is continuing under the Indenture, the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, by written notice to the Company (and to the Trustee if such notice is
given by the Holders), may, and the Trustee at the request of such Holders shall,
declare the principal of, premium, if any, and accrued interest on the Notes to be
immediately due and payable.



     If an Event of Default specified in clause (h)(i) or (j)(B)(x) above occurs with respect to
the Company and is continuing, the Notes automatically become due and payable. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to



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certain limitations, Holders of at least a majority in principal amount of the Notes then
outstanding may direct the Trustee in its exercise of any trust or power.




18. Additional Amounts.




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



19. Trustee Dealings with Company.




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



20. No Recourse Against Others.




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



21. Authentication.




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



22. Abbreviations.




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



     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to TFM, S.A. de C.V., Av. Pereferico Sur No. 4829, 4`° Piso, Col.
Parques del Pedregal, D.F. 14010, Mexico, Attention: Chief Financial Officer and Treasurer.




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