PLACEMENT AGREEMENT

Exhibit 10.6

EXECUTION COPY

TFM, S.A. de C.V.

$460,000,000 9⅜% Senior Notes due 2012

PLACEMENT AGREEMENT

April 13, 2005

April 13, 2005

Morgan Stanley & Co. Incorporated
Scotia Capital (USA) Inc.
c/o Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, New York 10036

Dear Sirs and Mesdames:

     TFM, S.A. de C.V. (the “ Company ”), a sociedad anonima de capital variable under the laws of the United Mexican States (“ Mexico ”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “ Placement Agents ”) acting through Morgan Stanley & Co. Incorporated as representative (“ Morgan Stanley ”) $460,000,000 aggregate principal amount of its 9⅜% Senior Notes due May 1, 2012 (the “ Securities ”) to be issued pursuant to the provisions of an Indenture dated as of April 19, 2005 (the “ Indenture ”) between the Company and The Bank of Nova Scotia Trust Company of New York, as Trustee (the “ Trustee ”).

     The Securities will be offered without being registered under the Securities Act of 1933, as amended (the “ Securities Act ”), to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act, in offshore transactions in reliance on Regulation S under the Securities Act (“ Regulation S ”) and to institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that deliver a letter in the form annexed to the Final Memorandum (as defined below).

     The Placement Agents and their direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement dated the date hereof between the Company and the Placement Agents (the “ Registration Rights Agreement ”).

     In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum (the “ Preliminary Memorandum ”) and will prepare a final offering memorandum (the “ Final Memorandum ” and, with the Preliminary Memorandum, each a “ Memorandum ”) including or incorporating by reference a description of the terms of the Securities, the terms of the offering and a description of the Company. As used herein, the term “Memorandum” shall include in each case the documents incorporated by reference therein. The terms “ supplement ”, “ amendment ” and “ amend ” as used herein with respect to a Memorandum shall include all documents deemed to be incorporated by reference in the Preliminary Memorandum or Final Memorandum that are filed subsequent to the date of such Memorandum with the Securities and Exchange Commission (the “ Commission ”) pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). Reference to “this Agreement” shall mean this Placement Agreement.

      1. Representations and Warranties . The Company represents and warrants to, and agrees with, you that:

     (a) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in either Memorandum complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (ii) the Preliminary Memorandum does not contain and the Final Memorandum, in the form used by the Placement Agents to confirm sales and on the Closing Date (as defined in Section 4), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in either Memorandum based upon information relating to any Placement Agent furnished to the Company in writing by such Placement Agent through you expressly for use therein.

     (b) The Company has been duly incorporated, is validly existing as a sociedad anonima de capital variable under the laws of Mexico in good standing (to the extent applicable), has the corporate power and authority to own, lease and operate its property and to conduct its business as described in each Memorandum and is duly qualified to transact business and is in good standing (to the extent applicable) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing (to the extent applicable) would not have a material adverse effect on the Company and Arrendadora TFM (as defined below), taken as a whole.

     (c) The sole subsidiary of the Company is Arrendadora TFM, S.A. de C.V. (“ Arrendadora TFM ”). Arrendadora TFM has been duly incorporated, is validly existing as a corporation in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate its property and to conduct its business as described in each Memorandum and is duly qualified to transact business and is in good standing (to the extent applicable) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing (to the extent applicable) would not have a material adverse effect on the Company and Arrendadora TFM, taken as a whole; all of the issued shares of capital stock of Arrendadora TFM have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims.

     (d) This Agreement has been duly authorized, executed and delivered by the Company.

     (e) The authorized capital stock and capitalization of the Company conforms as to legal matters to the description thereof contained in the Final Memorandum.

     (f) The Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Placement Agents in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their

terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability, and will be entitled to the benefits of the Indenture, the Registration Rights Agreement pursuant to which such Securities are to be issued.

     (g) Each of the Indenture, the Registration Rights Agreement, the Dealer Manager Agreement relating to the Company’s Offer to Purchase dated April 1, 2005, with respect to the Company’s 11.75% Senior Discount Debentures Due 2009 and all documents executed by the Company in connection therewith (collectively, the “ Tender Offer Documents ”) has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, concurso mercantil and similar laws affecting creditors’ rights generally and equitable principles of general applicability and except as rights to indemnification and contribution under the Registration Rights Agreement may be limited under applicable law.

     (h) The execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement, the Indenture, the Registration Rights Agreement, the Tender Offer Documents and the Securities (the “ Transaction Documents ”) and the consummation of the transactions contemplated therein have been duly authorized by the Company, the Company has all power and authority to execute, deliver and perform its obligations under the Transaction Documents and the execution, delivery and performance by the Company of its obligations under the Transaction Documents and the consummation of the transactions contemplated therein, including, without limitation the application of the proceeds from the sale of the Securities as described in the Memorandum, will not (i) contravene, conflict with or constitute a breach of, or default under any provision of (x) the estatutos sociales or any other organizational document of the Company or Arrendadora TFM, (y) the Concession (as defined below) or any law applicable to the Company and its operations (including, without limitation, Arrendadora TFM) or (z) any agreement or other instrument binding upon the Company, Arrendadora TFM or Kansas City Southern (“ KCS ”), (ii) result in an event or condition which gives the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or Arrendadora TFM, or (iii) contravene, conflict with or constitute a breach of, or default under any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or Arrendadora TFM and their respective operations, except to the extent that such violation, breach or default described in this item (iii) would not have a material adverse effect on the Company or Arrendadora TFM, taken as a whole.

     (i) No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under the Transaction Documents, except (i) such as may be required (x) by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities (y) by Federal and state securities laws with respect to the Company’s obligations under the Registration Rights Agreement, and (z) in connection with the

registration of the Securities in the Seccion Especial (Special Section) of the Registro Nacional de Valores (National Registry of Securities) maintained by the Comision Nacional Bancaria y de Valores of Mexico (the “ CNBV ”) (which has been obtained and is in full force and effect as of the date hereof) and (ii) such consents, approvals, authorizations, filings or orders as have been obtained.

     (j) The Company holds a valid concession title granted in 1997 for a period of 50 years, which may be renewed under certain conditions for additional periods each of them not to exceed 50 years, to provide freight transportation services over its rail lines as described in the Final Memorandum (the “ Concession ”). The Concession is currently and has at all times since its granting been in full force and effect and no proceedings to revoke, suspend or lapse the effectiveness of the Concession is pending before or, to the best of the Company’s knowledge, threatened by any Mexican federal governmental authority. The Concession, and the Company’s rights deriving therefrom are free and clear of any liens and encumbrances.

     (k) Each of the Company and Arrendadora TFM owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations from, including, without limitation, the Concession, and has made all declarations and filings with, all federal, state, local and other governmental authorities (including foreign regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof and as described in the Final Memorandum, except to the extent that the failure to own, possess or having obtained such licenses, permits, certificates, consents, orders, approvals and other authorizations would not have a material adverse effect on the Company and Arrendadora TFM, taken as a whole; and neither the Company, nor Arrendadora TFM has received any notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization.

     (l) The historical audited consolidated financial statements and notes of the Company included in the Final Memorandum (i) have been prepared in accordance with the International Financial Reporting Standards (“ IFRS ”) issued by the International Accounting Standards Committee, (ii) present fairly in all material respect the financial condition, results of operations and cash flows of the Company and Arrendadora TFM taken as a whole, and (iii) comply as to form in all material respects with the applicable accounting requirements of the Securities Act; the selected financial data set forth under the caption “Selected Financial Data” in the Final Memorandum, including all items reconciled to U.S. generally accepted accounting principles (“ U.S. GAAP ”), fairly present, on the basis stated in the Final Memorandum, the information included or incorporated by reference therein.

     (m) Each of the Company and Arrendadora TFM maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations (ii) all transactions are recorded as necessary to permit preparation of

financial statements in MRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (n) PricewaterhouseCoopers, who have certified the financial statements of the Company and delivered its report with respect to the audited consolidated financial statements of the Company included in the Final Memorandum, are independent public accountants with respect to the Company within the meaning and as required by the Securities Act and all the applicable rules and regulations published thereunder.

     (o) Each of the Company and Arrendadora TFM has filed all tax returns (foreign, national, local or other) required to be filed and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith.

     (p) Except as described in the Memorandum, payments in respect of the Transaction Documents (including the transfer, sale and delivery of the Securities), are not subject under the current laws of any applicable jurisdiction or any political subdivision thereof or therein to any withholdings or similar charges for or on account of taxation or otherwise other than taxes imposed on the income or gain of the Placement Agents whose net income or gains are otherwise subject to any tax by Mexico or any political subdivision thereof or therein.

     (q) Except as described in the Memorandum, payments made to a foreign holder (as defined in the Memorandum) by the Company under the Securities will not be subject under the current laws of Mexico or any political subdivision thereof to any withholdings or similar charges for or on account of taxation.

     (r) Except as described in the Memorandum, non-Mexican holders of the Securities will not be deemed resident, domiciled, carrying on business or subject to taxation in Mexico solely by reason of the execution, delivery, performance or enforcement of each of the Transaction Documents.

     (s) There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Securities, other than fees payable by the Company to the CNBV in connection with the registration of the Securities in the Special Section of the National Registry of Securities maintained by the CNBV.

     (t) Since the respective dates as of which information is given in the Memorandum, there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and Arrendadora TFM, taken as a whole, from that set forth in the Preliminary Memorandum.

     (u) Neither the Company nor Arrendadora TFM is (i) in violation, breach of, or default under any provision of (x) the estatutos sociales or any other organizational document of the Company or Arrendadora TFM, (y) the Concession (as defined below) or any law applicable to the Company and its operations (including, without limitation, Arrendadora TFM) or (z) any agreement or other instrument binding upon the Company or Arrendadora TFM, (ii) currently subject to an event or condition which gives the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or Arrendadora TFM, or (iii) in violation, breach of, or default under any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or Arrendadora TFM, except to the extent that such violation, breach or default described in this item (iii) would not have a material adverse effect on the Company or Arrendadora TFM, taken as a whole.

     (v) There are no legal or governmental proceedings pending or, to the best of the Company’s knowledge, threatened to which the Company or Arrendadora TFM is a party or to which any of the properties of the Company or Arrendadora TFM is subject (including any proceedings or negotiations with respect to settlement of the Company’s claims against the Mexican Government relating to its value added tax (VAT) claim and 1997 tax audit, and the Mexican Government’s claim against various parties with respect to its “put” right relating to the Company’s shares, each as described in the Final Memorandum) other than proceedings that are accurately described in all material respects in each Memorandum and proceedings that would not have a material adverse effect on the Company and Arrendadora TFM, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement, the Indenture, the Registration Rights Agreement, the Tender Offer Documents, or the Securities or to consummate the transactions contemplated by the Final Memorandum.

     (w) The Company and Arrendadora TFM (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants, including, without limitation, the environmental obligations under the Concession (“ Environmental Laws ”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and Arrendadora TFM, taken as a whole.

     (x) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a material adverse effect on the Company and Arrendadora TFM, taken as a whole.

     (y) No material labor problem or dispute with the employees of the Company or Arrendadora TFM exists or is threatened or imminent, and to the best of the knowledge of the Company and any of its affiliates there is no existing or imminent labor disturbance by the employees of any of their respective principal suppliers, contractors or customers.

     (z) The Company and Arrendadora TFM have not, nor has any director, officer, agent, employee or other person associated with or acting on behalf of the Company or Arrendadora TFM, used any of the funds of the Company or Arrendadora TFM for any contribution, gift, entertainment or other expense relating to political activity in contravention of any applicable law, made any direct or indirect payment to any foreign or domestic government official or employee in contravention of any applicable law from any of the funds of the Company or Arrendadora TFM, or made any bribe, rebate, payoff influence payment, kickback or other unlawful payment in contravention of any applicable law, including the U.S. Foreign Corrupt Practices Act.

     (aa) The Company and Arrendadora TFM are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary for companies engaged in the same or similar businesses; all of their business, assets, employees, officers and directors are in full force and effect; the Company and Arrendadora TFM is in compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Company or Arrendadora TFM under any such policy or instrument as to which any insurance company is denying liability of defending under a reservation of rights clause; and neither the Company nor Arrendadora TFM has any reason to believe that it will not be able to renew its existing insurance coverage. as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their businesses.

     (bb) The Company and Arrendadora TFM have no immunity from jurisdiction of any court of (1) any jurisdiction in which they own or lease property or assets, (ii) the United States or the State of New York or (iii) Mexico or any political subdivision thereof 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 themselves or their property and assets or this Agreement, the Indenture or the Registration Rights Agreement or actions to enforce judgments in respect thereof.

     (cc) No relationship, direct or indirect, exists between the Company or Arrendadora TFM on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or Arrendadora TFM on the other hand, which is required by the Securities Act to be described in the Final Memorandum which is not so described.

     (dd) The Company is not and does not expect to become a passive foreign investment company as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

     (ee) Neither the Company nor Arrendadora TFM nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or Arrendadora TFM is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

     (ff) Each of the Company and Arrendadora TFM is in material compliance with applicable Mexican and U.S. anti-terrorism and anti-money laundering rules and regulations, including Title III of the USA Patriot Act, the regulations administered by the U.S. Department of the Treasury, including its Office of Foreign Assets Control, and other applicable Mexican and U.S. federal, state or non-U.S. anti-money laundering laws and regulations (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or Arrendadora TFM with respect to the Money Laundering Laws is pending or threatened.

     (gg) The Company is subject to and is reporting in accordance with the requirements of Section 13 or Section 15(d) of the Exchange Act and all documents incorporated in the Final Memorandum comply as to form with the applicable requirements of the Exchange Act.

     (hh) The Company has not paid or agreed to pay to any person any compensation for soliciting another to purchase any securities of the Company, except as contemplated in this Agreement.

     (ii) The statements in the Final Memorandum under the headings “Capitalization”, “Business”, “Management”, “Principal Shareholders”, “Related Party Transactions”, “Description of the Notes”, and “Taxation” fairly summarize the matters therein described.

     (jj) Application has been made for the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL market of the Nasdaq Markets, Inc. (the “ PORTAL Market ”).

     (kk) Application has been made to list the Securities on the Luxembourg Stock Exchange and the Company has no reason to believe such listing will not be approved by the issuance of the Securities as contemplated hereunder.

     (ll) There is and has been no failure on the part of the Company and to the best of the Company’s knowledge, after due inquiry, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “ Sarbanes-Oxley Act ”) applicable to the Company as of the date hereof.

     (mm) Until March 31, 2005 the Company was a “foreign issuer” (as defined in Regulation S). Since April 1, 2005, the Company is a “domestic issuer” (as defined in Regulation S) and will adopt all the necessary measures consistent with its status as such,

and the Company reasonably believes that there is no substantial U.S. market interest (as defined in Regulation S) in its debt securities.

     (nn) The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Memorandum will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

     (oo) Neither the Company nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act, and, for avoidance of doubt, including Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V. (“ Grupo TFM ”) and KCS, an “ Affiliate ”) of the Company has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the Securities or (ii) offered, solicited offers to buy or sold the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

     (pp) None of the Company, its Affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities and the Compan