EXHIBIT 99.17 [Letterhead of Argyll Equities] PLEDGE AGREEMENT ---------------- This 9th day of September 2004 NOW COMES: Javier Segovia on behalf of Servicios Directives Servia, S.A. de C. V., whose address of record is Genova 2-302 Colonia Juarez,...Pledge Agreement • December 29th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • Texas
INDENTURE Dated as of May___, 2003 12% Senior Notes Due 2004Indenture • April 28th, 2003 • Grupo TMM Sa • Railroad switching & terminal establishments • New York
EXHIBIT 99.10 FIFTH MODIFICATION OF LOAN DOCUMENTS This FIFTH MODIFICATION OF LOAN DOCUMENTS (this "Agreement") made as of the 14th day of July, 2004 by and among PROMOTORA SERVIA, S.A. DE C.V., a Mexican corporation, having an address at Genova 2,...Loan Modification Agreement • December 29th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • New York
EXHIBIT 99.5 MODIFICATION OF LOAN AGREEMENT This MODIFICATION OF LOAN AGREEMENT (this "Agreement") made as of the 28th day of June, 2002 by and between PROMOTORA SERVIA, S.A. DE C.V., a Mexican corporation, having an address at Genova 2, Despacho 30,...Loan Agreement • December 29th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • New York
EXHIBIT 99.1 JOINT FILING AGREEMENT ---------------------- Each of the undersigned agrees that the Amendment No. 1 to the Statement on Schedule 13D filed herewith, and any further amendments thereto, relating to the Series A Shares of Grupo TMM, S.A.,...Joint Filing Agreement • December 29th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments
Each of the undersigned agrees that the Amendment No. 1 to the Statement on Schedule 13D filed herewith, and any further amendments thereto, relating to the Series A Shares of Grupo TMM, S.A., is being filed jointly with the United States Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
ARTICLE I DEFINITIONS.......................................................... ..........2 SECTION 1.01 Affiliate.....................................................2 SECTION 1.02 American Depositary Shares; ADSs..............................2...Deposit Agreement • August 27th, 2009 • Grupo TMM Sab • Deep sea foreign transportation of freight • New York
ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad...Acquisition Agreement • April 28th, 2003 • Grupo TMM Sa • Railroad switching & terminal establishments • Delaware
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the laws of the UMS and a subsidiary of TMM ("TMMH") and TMM MULTIMODAL, S.A. de C.V., a sociedad anonima de capital variable organized under the laws of the UMS ("MM") and a subsidiary of TMMH (collectively, the "Parties").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 28th, 2003 • Grupo TMM Sa • Railroad switching & terminal establishments
This Stock Purchase Agreement (this "Agreement") dated April 10, 2003, is entered into by and among Mexico Ports & Terminals Holdings, S.A. de C.V., a company organized under the laws of Mexico ("MPTH"), SSA Mexico, Inc., a company organized under the laws of the state of Washington, US ("SSA Mexico" and together with MPTH, "Purchasers" and each a "Purchaser"), División de Negocio Especializado, S.A., a company organized under the laws of Mexico ("DNE"), and Inmobiliaria TMM, S.A. de C.V., a company organized under the laws of Mexico ("Inmobiliaria" and together with DNE, "Sellers" and each a "Seller").
STOCK PURCHASE AGREEMENT BY AND AMONG KANSAS CITY SOUTHERN, a Delaware corporation, GRUPO TMM, S.A., a sociedad anónima organized under the laws of the United Mexican States, TFM, S.A. de C.V., a sociedad anónima de capital variable organized under...Stock Purchase Agreement • April 28th, 2003 • Grupo TMM Sa • Railroad switching & terminal establishments • Delaware
NOW, THEREFORE, in consideration of the above recitals and the representations, warranties and covenants contained in this Agreement, the parties, intending to be legally bound, agree as follows:
Grupo TMM, S.A., as Issuer The Guarantors Named Herein, as Guarantors and The Bank of New York, as Trustee Indenture Dated as of August 11, 2004 Senior Secured Notes due 2007Indenture • June 30th, 2006 • Grupo TMM Sa • Railroad switching & terminal establishments • New York
Indenture, dated as of August 11, 2004, by and among Grupo TMM, S.A., a corporation duly organized and existing under the laws of the United Mexican States (herein called the “Company”), having its principal business office at Avenida de la Cúspide, No. 4755, Colonia Parques del Pedregal, 14010 Mexico, D.F., TMM Holdings, S.A. de C.V., a corporation duly organized and existing under the laws of the United Mexican States (herein called “TMM Holdings”), each of the other Wholly Owned Subsidiaries of the Company that are listed on Schedule A hereto as being a guarantor (TMM Holdings and each such other Wholly Owned Subsidiary, together with any other Subsidiary of the Company that hereafter becomes a Guarantor in accordance with the terms of this Indenture, are collectively referred to herein as the “Guarantors”), having their principal business office at Avenida de la Cúspide, No. 4755, Colonia Parques del Pedregal, 14010 Mexico, D.F., and The Bank of New York, a New York banking corpora
AMENDED AND RESTATED ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, KCS INVESTMENT I, LTD., a Delaware corporation KCS ACQUISITION SUBSIDIARY, INC., a Delaware corporation...Acquisition Agreement • September 9th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • Delaware
AMENDED AND RESTATED ACQUISITION AGREEMENT, dated as of December 15, 2004 (this “Agreement”), by and among KANSAS CITY SOUTHERN, a Delaware corporation (“KCS”), KARA Sub, Inc., a Delaware corporation (“KARA Sub”), KCS Investment I, Ltd., a Delaware corporation (“KCS Investment”), KCS Acquisition Subsidiary, Inc., a Delaware corporation (“KCS Sub”), Caymex Transportation, Inc., a Delaware corporation (“Caymex”), KARA Sub, KCS Investment, KCS Sub and Caymex being subsidiaries of KCS, GRUPO TMM, S.A., a sociedad anónima organized under the laws of the United Mexican States (“UMS”) (“TMM”), TMM HOLDINGS, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the UMS and a subsidiary of TMM (“TMMH”), TMM MULTIMODAL, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the UMS (“MM”) and a subsidiary of TMMH and Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • September 9th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • Delaware
STOCKHOLDERS’ AGREEMENT dated as of December 15, 2004, but to become effective as herein provided, by and among Kansas City Southern, a Delaware corporation (“KCS”), Grupo TMM, S.A., a sociedad anónima organized under the laws of the United Mexican States (“UMS”) (“TMM”), TMM Holdings, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the UMS and a subsidiary of TMM (“TMMH”), TMM Multimodal, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the UMS and a subsidiary of TMMH) (“MM”), and the stockholders of TMM who have executed this Stockholders’ Agreement (collectively, the “Principal Stockholders”).
Grupo TMM, S.A., as Issuer The Guarantors Named Herein, as Guarantors and The Bank of New York, as Trustee Indenture Dated as of August 11, 2004 Senior Secured Notes due 2007Indenture • August 20th, 2004 • Grupo TMM Sa • Railroad switching & terminal establishments • New York
Indenture, dated as of August 11, 2004, by and among Grupo TMM, S.A., a corporation duly organized and existing under the laws of the United Mexican States (herein called the “Company”), having its principal business office at Avenida de la Cúspide, No. 4755, Colonia Parques del Pedregal, 14010 Mexico, D.F., TMM Holdings, S.A. de C.V., a corporation duly organized and existing under the laws of the United Mexican States (herein called “TMM Holdings”), each of the other Wholly Owned Subsidiaries of the Company that are listed on Schedule A hereto as being a guarantor (TMM Holdings and each such other Wholly Owned Subsidiary, together with any other Subsidiary of the Company that hereafter becomes a Guarantor in accordance with the terms of this Indenture, are collectively referred to herein as the “Guarantors”), having their principal business office at Avenida de la Cúspide, No. 4755, Colonia Parques del Pedregal, 14010 Mexico, D.F., and The Bank of New York, a New York banking corpora
REGISTRATION RIGHTS AGREEMENT Dated as of August 11, 2004 By GRUPO TMM, S.A. and THE GUARANTORS NAMED HEREIN for the benefit of CERTAIN HOLDERS OF SENIOR SECURED NOTES DUE 2007 OF GRUPO TMM, S.A.Registration Rights Agreement • August 20th, 2004 • Grupo TMM Sa • Railroad switching & terminal establishments
This Registration Rights Agreement (this “Agreement”) is dated as of August 11, 2004, by GRUPO TMM, S.A., a corporation (sociedad anónima) duly organized and existing under the laws of the United Mexican States (the “Company”), and each of the Guarantors (as defined below) for the benefit of the Holders of the Registrable Notes (as such terms are defined below).
EXHIBIT 99.3 Amendment dated September 19, 2002 to the Irrevocable Trust Agreement, dated December 14, 2001 by and among Jose F. Serrano Segovia, Ramon Serrano Segovia, Teresa Serrano Segovia, GE Capital Bank, S.A., Institucion de Banca Multiple, GE...Irrevocable Trust Agreement • December 29th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments
Amendment dated September 19, 2002 to the Irrevocable Trust Agreement, dated December 14, 2001 by and among Jose F. Serrano Segovia, Ramon Serrano Segovia, Teresa Serrano Segovia, GE Capital Bank, S.A., Institucion de Banca Multiple, GE Grupo Financiero, as Trustee, and Citibank, N.A.
English Translation] BONDS PURCHASE AND SALE AGREEMENT entered into by and between GRUPO TMM, S.A.B., as Buyer and VEX ASESORES CORPORATIVOS, S.A.P.I. DE C.V., as Seller December 18, 2009Bonds Purchase and Sale Agreement • June 30th, 2010 • Grupo TMM Sab • Deep sea foreign transportation of freight
BONDS PURCHASE AND SALE AGREEMENT (HEREINAFTER, THE “AGREEMENT”) ENTERED INTO ON DECEMBER 15 2009, BY AND BETWEEN, AS BUYER, GRUPO TMM, S.A.B. (HEREINAFTER REFERRED TO AS “GTMM”, OR AS “BUYER”) AND, THE PARTY, AS SELLER, VEX ASESORES CORPORATIVOS, S.A.P.I. DE C.V. (HEREINAFTER REFERRED TO AS “VEX” OR AS “SELLER”); PURSUANT TO THE FOLLOWING RECITALS, REPRESENTATIONS AND CLAUSES:
AMENDMENT TO A SECURITIES PLEDGE AGREEMENT ENTERED BY:Securities Pledge Agreement • June 28th, 2006 • Grupo TMM Sa • Railroad switching & terminal establishments
SECURITY AGREEMENTSecurity Agreement • August 15th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • New York
This SECURITY AGREEMENT (the “Agreement”) is entered into as of this 1st day of April, 2005, by and among Grupo TMM, S.A. (the “Grantor”), a sociedad anónima organized under the laws of the United Mexican States (the “UMS”), having its principal business office at Avenida de la Cúspide, No. 4755, Colonia Parques de Pedregal, 14010 Mexico, D.F., and THE BANK OF NEW YORK, a New York banking corporation with its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (in its capacities hereunder, the “Collateral Agent”) (i) for the benefit of itself and THE BANK OF NEW YORK, a New York banking corporation with its principal corporate trust office at 101 Barclay Street, New York, New York 10286 in its capacity as Trustee (as defined below) and (ii) for the equal and ratable benefit of the Holders (as defined in the Indenture, as defined below). The term “Secured Parties” shall mean the Collateral Agent, the Holders, and the Trustee. This Agreement shall be deemed t
Joint Filing AgreementJoint Filing Agreement • June 25th, 2010 • Grupo TMM Sab • Deep sea foreign transportation of freight
FOURTH AMENDMENT TO VOTING AGREEMENT GRUPO TMM, S.A. - and - SUPPORTING NOTEHOLDERS Dated as of July 29, 2004Voting Agreement • August 20th, 2004 • Grupo TMM Sa • Railroad switching & terminal establishments
This FOURTH AMENDMENT TO VOTING AGREEMENT, dated as of July 29, 2004, is entered into by and among (a) Grupo TMM, S.A., a corporation (sociedad anónima) organized under the laws of the United Mexican States (the “Company”), and (b) the Supporting Noteholders (as defined in the Voting Agreement which is defined below).
ContractRail Transportation Agreement • September 9th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments
RAIL TRANSPORTATION AGREEMENT dated and effective as of December 15, 2004, between TMM Logistics, S.A. de C.V., a Mexican corporation (“TMML”), and TFM, S.A. de C.V., a Mexican corporation (“TFM”).
AND CITIBANK, N.A., As Depositary ANDDeposit Agreement for Cpos • August 27th, 2009 • Grupo TMM Sab • Deep sea foreign transportation of freight
CONSULTING AGREEMENT BETWEEN KANSAS CITY SOUTHERN AND JOSÉ F. SERRANO INTERNATIONAL BUSINESS, S.A. de C.V.Consulting Agreement • September 9th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • Delaware
THIS CONSULTING AGREEMENT (this “Agreement”), made and entered into as of this If 15th day of December, 2004, but to become effective as hereinafter provided, by and between Kansas City Southern, a Delaware corporation (“Company”), and José F. Serrano International Business, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the UMS, organized under the laws of the UMS (“Consulting Firm”) (individually, a “Party”; collectively, the “Parties”). Unless otherwise specified herein, all capitalized terms used and not defined in this Agreement shall have the meanings ascribed to them in the Acquisition Agreement (defined below).
GRUPO TMM, S.A. 10 ½% Senior Secured Notes due 2007 PURCHASE AGREEMENTPurchase Agreement • August 20th, 2004 • Grupo TMM Sa • Railroad switching & terminal establishments
Joint Filing AgreementJoint Filing Agreement • December 5th, 2008 • Grupo TMM Sab • Deep sea foreign transportation of freight
The undersigned agree that the foregoing statement on Schedule 13D/A, dated December __, 2008, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).
Joint Filing AgreementJoint Filing Agreement • June 27th, 2008 • Grupo TMM Sab • Railroad switching & terminal establishments
The undersigned agree that the foregoing statement on Schedule 13D/A, dated June 27, 2008, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).
EXHIBIT 99.4 Stock Pledge Agreement, dated March 1, 2005 by and among Servicios Directivos Servia, S.A. de C.V. Jose F. Serrano Segovia, Javier Segovia Serrano, Ixe Banco S.A., Institucion de Banca Multiple, Ixe Grupo Financiero and Ixe, Casa de...Stock Pledge Agreement • December 29th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments
Stock Pledge Agreement, dated March 1, 2005 by and among Servicios Directivos Servia, S.A. de C.V. Jose F. Serrano Segovia, Javier Segovia Serrano, Ixe Banco S.A., Institucion de Banca Multiple, Ixe Grupo Financiero and Ixe, Casa de Bolsa, S.A. de C.V., Ixe Grupo Financiero
MARKETING AND SERVICES AGREEMENTMarketing and Services Agreement • September 9th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • New York
This MARKETING AND SERVICES AGREEMENT (the “Agreement”) dated as of December 15, 2004, but to become effective as hereinafter provided, is made by and among TMM Logistics, S.A. de C.V. (the “Parent” and, together with its Subsidiaries (as defined herein), Affiliates (as defined herein) and joint venture companies, the “Parent Group”), TFM, S.A. de C.V., (the “Operating Company”) and The Kansas City Southern Railway Company (“KCS”) and, together with its Subsidiaries (including the Operating Company and its Subsidiaries) and Affiliates, the “KCS Group”) (the Parent Group and the KCS Group are collectively referred to as the “Parties;” and each individually, a “Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • New York
REGISTRATION RIGHTS AGREEMENT, dated as of December 15, 2004, but to become effective as herein provided (“Registration Rights Agreement”), by and between Kansas City Southern, a Delaware corporation (“KCS”), and Grupo TMM, S.A., a sociedad anónima organized under the laws of the United Mexican States (“UMS”) (“TMM”), TMM Multimodal, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the UMS, and the Principal Stockholders of TMM who have executed this Registration Rights Agreement (“Principal Stockholders”) (collectively, the “Parties”).
ContractExchange Agreement • August 20th, 2004 • Grupo TMM Sa • Railroad switching & terminal establishments
This Agreement dated as of August , 2004 (the “Effective Date”), is between Grupo TMM, S.A., a sociedad anónima incorporated under the laws of the United Mexican States (“Mexico”) (“TMM”), Promotora Servia, S.A. de C.V., a sociedad anónima de capital variable incorporated under the laws of Mexico, (“Servia”), and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), a New York state chartered banking corporation (the “Bank”).
ContractRail Transportation Agreement • September 9th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments
RAIL TRANSPORTATION AGREEMENT dated and effective as of Dec. 15th 2004, between TMM Logistics, S.A. de C.V., a Mexican corporation (“TMML”), and TFM, S.A. de C.V., a Mexican corporation (“TFM”).
LABOR AGREEMENTLabor Agreement • July 7th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments
THIS INDIVIDUAL LABOR AGREEMENT FOR AN UNDETERMINED TIME IS EXECUTED ON THE ONE HAND BY TFM, S.A. DE C.V. (HEREINAFTER REFERRED TO AS THE “COMPANY”), HEREIN REPRESENTED BY PAUL J. WEYANDT, AS LEGAL ATTORNEY, AND ON THE OTHER BY FRANCISCO JAVIER RION DEL OLMO, (HEREINAFTER REFERRED TO AS THE “EMPLOYEE”), ON ITS OWN RIGHT, IN ACCORDANCE WITH THE FOLLOWING RECITALS AND CLAUSES:
