SECURITY AGREEMENT
Exhibit 2
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
Xxxxxxx xx xx Xxxxxxx, Xx. 0000, Xxxxxxx Xxxxxxx de Xxxxxxxx, 00000 Xxxxxx, D.F., and THE BANK OF
NEW YORK, a New York banking corporation with its principal corporate trust office at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (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 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 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 to be a Collateral Document in the
meaning of the Indenture. Capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Indenture.
W I T N E S S E T H:
WHEREAS, pursuant to Section 5.18(c) and 15.01(f) of that certain Indenture, dated as of
August 11, 2004 (as amended by that certain Supplemental Indenture, effective as of August 20,
2004, the “Indenture”), by and among the Grantor, the Guarantors and The Bank of New York,
as Trustee (in such capacity, the “Trustee”), the Grantor is required, subject to the terms
and conditions stated therein, to pledge certain non-cash proceeds of a Qualifying Disposition
consummated as of the date hereof pursuant to a Collateral Document to secure the Grantor’s
obligations under the Notes, the Indenture and the Collateral Documents and the Grantor intends
this Agreement to satisfy such requirement;
WHEREAS, the conditions precedent to the performance contemplated herein by the parties hereto
have been satisfied; and
WHEREAS, the Collateral Agent is willing to perform pursuant to the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by each party hereto, it is hereby agreed by and among the parties hereto as follows:
SECTION 1. Definitions.
(a) Reference is hereby made to the Indenture for a statement of the terms thereof. All terms
used in this Agreement and the recitals hereto which are defined in the Indenture or in Article 9
of the Uniform Commercial Code as in effect from time to time in the State of New York (the
“Code”) and which are not otherwise defined herein shall have the same meanings herein as
set forth therein; provided that terms used herein which are defined in the Code as in
effect in the State of New York on the date hereof shall continue to have the same meaning
notwithstanding any replacement or amendment of such statute.
SECTION 2. The Bank of New York is hereby appointed and authorized to act as Collateral Agent
hereunder with such powers as are expressly delegated to the Collateral Agent by the terms of this
Agreement, together with such other powers as are reasonably incidental thereto. The Collateral
Agent shall not have any duties or responsibilities except those expressly set forth herein, and no
implied covenants or obligations shall be read into this Agreement against the Collateral Agent.
The Bank of New York hereby agrees to and accepts such appointment. As collateral security for the
payment and performance in full of all of the Secured Obligations (as defined in Section 3 hereof),
Grantor (i) delivers herewith to the Collateral Agent, for the equal and ratable benefit of the
Holders, the 18,000,000 shares of common stock of Kansas City Southern (the “Collateral”),
represented by Certificate No. KS9303, duly indorsed in blank, received by the Grantor in
connection with a Qualifying Disposition consummated as of the date hereof and (ii) hereby pledges,
assigns and grants to the Collateral Agent, for the equal and ratable benefit of the Holders, a
first priority continuing security interest in all right, title and interest of the Grantor in the
Collateral. The account number of the segregated trust account established hereunder is 144541.
SECTION 3. Security for Obligations. The security interest created hereby in the
Collateral constitutes continuing collateral security for the due and punctual payment of principal
of and interest, and Additional Amounts on the Notes by the Grantor when and as the same shall be
due and payable (whether on an Interest Payment Date, at Stated Maturity, by acceleration, call for
redemption, upon an Offer or an Excess Proceeds Offer, or otherwise) and interest on the overdue
principal of, and premium, if any, Additional Amounts, if any, and (to the extent permitted by law)
interest on unpaid interest, if any, on, the Notes and performance of all other obligations of the
Company and the Guarantors to the Holders of the Notes, the Trustee or the Collateral Agent under
the Indenture, the Notes, the Guarantees and the Collateral Documents, according to the terms
thereunder (the “Secured Obligations”).
SECTION 4. Certain Rights Upon a Foreclosure Event. The Collateral Agent hereby
acknowledges and agrees that upon the occurrence of an event which gives it the right to foreclose
on the Collateral (“Foreclosure Event”) hereunder, such Collateral Agent shall provide to
Kansas City Southern (“KCS”) prompt written notice at X.X. Xxx 000000, 000 Xxxx 00xx
Xxxxxx, Xxxxxx Xxxx, XX 00000-0000, Attention: President, of such Foreclosure Event and provide KCS
the right to purchase the Collateral at a cash purchase price equal to the average closing price of
KCS’s common stock on the New York Stock Exchange over the five consecutive trading days preceding
the date of receipt of the notice of the pending foreclosure sale. In order to exercise such
purchase right, KCS must deliver a written notice to the Collateral Agent at the address of its
principal corporate trust office set forth in the preamble hereto to such effect within five
business days after receipt of written notice of the Foreclosure Event and complete such purchase
within 60 days from the delivery of such notice unless a longer time is required to secure any
regulatory approvals, in which case the purchase shall occur on the second business day after the
receipt of any such required approvals. This purchase right shall be assignable, in whole or in
part, by KCS to any other person, but no such assignment shall relieve KCS of its obligation to
assure payment of the purchase price for the Collateral as to which KCS has delivered such a
written notice.
SECTION 5. Representations and Warranties. Grantor represents and warrants as
follows:
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(a) Subject to the provisions of the Indenture and the terms hereof, the Grantor is and will
be at all times the sole and exclusive owner of, or otherwise has and will have adequate rights in,
the Collateral free and clear of any Lien except for (i) the Lien created by this Agreement and
(ii) the Liens permitted under the Indenture, including, but not limited to, Section 5.17 thereof.
(b) This Agreement creates in favor of the Collateral Agent, for the benefit of the Holders, a
legal, valid and enforceable first priority security interest in the Collateral, as security for
the Secured Obligations.
SECTION 6. Covenants as to the Collateral. So long as any of the Secured Obligations
shall remain outstanding, unless the Collateral Agent shall otherwise consent in writing:
(a) Further Assurances. Grantor will at its expense, at any time and from time to
time, promptly execute and deliver all further instruments and documents and take all further
action that may be necessary or desirable or that the Collateral Agent may request in order to (i)
enable the Collateral Agent; for the equal and ratable benefit of the Holders, to protect and
maintain the perfection of the security interest created hereby; (ii) enable the Collateral Agent,
for the equal and ratable benefit of the Holders, to exercise and enforce its rights and remedies
hereunder in respect of the Collateral; or (iii) otherwise effect the purposes of this Agreement.
The Grantor will at its own expense file any and all financing and continuation statements in
effect in any jurisdiction with respect to the security interest created hereby, and take all
necessary action to enable the Collateral Agent to obtain “control” within the meaning of the UCC
with respect to the Collateral or to maintain possession thereof.
(b) Transfers and Other Liens.
(i) Except to the extent expressly permitted by the Indenture and the terms hereof, the
Grantor will not sell, assign (by operation of law or otherwise), lease, license, exchange or
otherwise transfer or dispose of any of the Collateral.
(ii) Except to the extent expressly permitted by the Indenture, including, but not limited to,
Section 5.17 thereof, Grantor will not create, suffer to exist or grant any Lien upon or with
respect to any Collateral.
SECTION 7. Additional Provisions Concerning the Collateral.
(a) Grantor hereby agrees to file one or more financing or continuation statements, and
amendments thereto, relating to the Collateral within 10 business days of the date hereof and to
provide the Collateral Agent with a certified copy thereof. A photocopy or other reproduction of
this Agreement or any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.
(b) If Grantor fails to perform any agreement contained herein as and when required, the
Collateral Agent may but shall not be obligated to itself perform, or cause performance of, such
agreement or obligation, in the name of Grantor or the Collateral Agent,
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and the expenses of the Collateral Agent incurred in connection therewith shall be payable by
the Grantor pursuant to Section 9 hereof.
(c) So long as no Default or Event of Default under the Indenture shall have occurred and be
continuing, the Collateral Agent shall promptly deliver to the Grantor in a manner reasonably
satisfactory to the Grantor all dividends or distributions paid in respect of, or payments in
respect of the purchase, redemption, or other retirement or acquisition for value of, the
Collateral, except as otherwise provided in Section 15.02 of the Indenture.
(d) So long as no Default or Event of Default shall have occurred and be continuing, the
Grantor shall have the right to vote, or to provide a consent, waiver or ratification, as it sees
fit in its sole discretion, any securities constituting the Collateral.
(e) Notwithstanding any other provision herein, the Collateral shall be subject to release
pursuant to the terms of the Indenture, including, but not limited to, Section 15.03 thereof.
SECTION 8. Remedies Upon Default. If any Event of Default shall have occurred and be
continuing, the Collateral Agent shall be entitled to exercise any and all remedies set forth in
Article 6 of the Indenture. Notwithstanding the foregoing, the Collateral Agent may exercise all
of its remedies as a secured party with respect to the Collateral upon the occurrence of an Event
of Default pursuant to the Code with respect to such Collateral.
SECTION 9. Indemnity and Expenses.
(a) Grantor agrees to defend, protect, indemnify and hold each Indemnitee harmless from and
against any and all damages, losses, liabilities, obligations, penalties, fees, costs and expenses
(including, without limitation, reasonable legal fees, costs and expenses of counsel) to the extent
that they arise out of or otherwise result from this Agreement (including, without limitation,
enforcement of this Agreement); provided, however, that Grantor shall not have any
obligation under this Section 9(a) to any Indemnitee caused by such Person’s gross negligence or
willful misconduct.
(b) Grantor agrees to pay to the Collateral Agent compensation for its services hereunder, as
has been agreed to in writing, and upon reasonable request the amount of any and all costs and
expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the
Collateral Agent, which the Collateral Agent may incur in connection with (i) the preparation,
negotiation, execution, delivery, recordation, administration, amendment, waiver or other
modification or termination of this Agreement, (ii) the custody, preservation, use or operation of,
or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or
enforcement of any of the rights of the Collateral Agent hereunder, or (iv) the failure by Grantor
to perform or observe any of the provisions hereof.
(c) Notwithstanding anything to the contrary in this Agreement, the Grantor hereby grants to
the Collateral Agent a lien on the Collateral such that, in the event that any and all charges
payable under this Section 9 shall not be timely paid, the Collateral Agent shall have the right to
pay itself from the Collateral the full amount owed, provided that written notice of the
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Collateral Agent’s intent to proceed under this section be given at least five business days
in advance of such action.
The provisions of this Section 9 shall survive the termination of the Agreement
SECTION 10. Notices, Etc. All notices and other communications provided for hereunder
shall be in writing and shall be mailed (by certified mail, postage prepaid and return receipt
requested), telecopied or delivered, if to Grantor, to it in care of the Parent at its address
specified in the preamble hereto, and if to the Collateral Agent, to it at its address specified in
the preamble hereto. All such notices and other communications shall be effective (a) if sent by
certified mail, postage prepaid and return receipt requested, when received.
SECTION 11. Miscellaneous.
(a) No amendment of any provision of this Agreement (including any Schedule attached hereto)
shall be effective unless it is in writing and signed by Grantor and the Collateral Agent, and no
waiver of any provision of this Agreement, and no consent to any departure by Grantor therefrom,
shall be effective unless it is in writing and signed by the Collateral Agent, and then such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which
given.
(b) No reasonable failure on the part of the Collateral Agent to exercise, and no reasonable
delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise thereof or the exercise
of any other right. The rights and remedies of the Collateral Agent provided herein are cumulative
and are in addition to, and not exclusive of, any rights or remedies provided by law.
(c) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.
(d) This Agreement shall create a continuing security interest in the Collateral and shall (i)
remain in full force and effect until the indefeasible payment in full of all of the Secured
Obligations and (ii) be binding on Grantor and all other Persons who become bound pursuant to this
Agreement in accordance with Section 9-203(d) of the Code and shall inure, together with all rights
and remedies of the Collateral Agent to the benefit of the Collateral Agent and its permitted
successors, transferees and assigns. Without limiting the generality of clause (ii) of the
immediately preceding sentence, the Collateral Agent may assign or otherwise transfer its rights
and obligations under this Agreement in accordance with the provisions of the Indenture. Upon any
such permitted assignment or transfer, all references in this Agreement to the Collateral Agent
shall mean the assignee of the Collateral Agent
(e) Upon the satisfaction in full of the Secured Obligations and the termination of the
Indenture, (i) this Agreement and the security interests created hereby shall terminate and all
rights to the Collateral shall revert to the Grantor and (ii) the Collateral Agent will, upon the
Grantor’s request, and at the Grantor’s expense, without any representation,
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warranty or recourse whatsoever, (A) return to the Grantor, or to whomsoever shall be lawfully
entitled to receive the same or as a court of competent jurisdiction shall direct, such of the
Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms
hereof and (B) execute and deliver to the Grantor such documents as the Grantor shall reasonably
request to evidence such termination.
(f) THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE
EXTENT THAT THE VALIDITY AND PERFECTION OR THE PERFECTION AND THE EFFECT OF PERFECTION OR
NON-PERFECTION OF THE SECURITY INTEREST CREATED HEREBY, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.
(g) ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT
RELATED THERETO MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE COUNTY OF NEW YORK OR
THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS THEREOF,
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, GRANTOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. GRANTOR
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY SUCH ACTION, SUIT OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS AND CONSENTS TO THE GRANTING
OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.
(h) GRANTOR (AND BY ITS ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT, THE AGENT) WAIVES ANY
RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, VERBAL OR WRITTEN STATEMENT OR OTHER ACTION OF THE PARTIES HERETO.
(i) Nothing contained herein shall affect the right of the Collateral Agent to serve process
in any other manner permitted by law or commence legal proceedings or otherwise proceed against
Grantor or any property of Grantor in any other jurisdiction.
(j) Section headings herein are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.
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(k) This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which shall be deemed to be an original, but all of which
taken together constitute one in the same Agreement. Delivery of an executed counterpart of this
Agreement by facsimile shall be as effective as delivery of an original executed counterpart.
(l) This Agreement is subject to the terms of the Indenture. In the event that there exists
any conflict between the terms of this agreement and the terms of the Indenture, the Indenture
shall govern as to such conflict.
SECTION 12. The Collateral Agent.
(a) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession shall be to deal with it in the same manner as the
Collateral Agent deals with similar property for its own account. The powers conferred on the
Collateral Agent are solely to protect the Collateral Agent’s and the Secured Parties’ interests in
the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers.
The Collateral Agent shall be accountable only for amounts that it actually receives as a result
of the exercise of such powers, and it shall not be responsible to any Grantor or any Secured Party
for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.
(b) Notwithstanding anything to the contrary contained herein, in no event shall the
Collateral Agent have any obligation to monitor the perfection, continuation of perfection or the
sufficiency or validity of any security interest in or related to the Collateral or to prepare or
file any Code financing statement or continuation statements.
(c) The Collateral Agent shall not be responsible in any manner whatsoever for the correctness
of any recitals, statements, representations or warranties made herein, all of which are made
solely by the Grantor. The Collateral Agent makes no representations as to, nor shall it be
responsible for, the existence, genuineness, value or condition of any of the Collateral or any
part thereof, the title of the Grantor thereto or the security afforded or intended to be afforded
by this Agreement, or the validity, execution (except its execution), enforceability, legality or
sufficiency of this Agreement, or the validity, perfection, priority or enforceability of the liens
or security interests in any of the Collateral created or intended to be created by this Agreement,
or the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the
maintenance of the Collateral, and the Collateral Agent shall incur no liability or responsibility
in respect of any such matters. The Collateral Agent shall have no responsibility for preparing,
recording, filing, re-recording or refiling any financing statement, continuation statement or
other instrument in any public office at any time.
(d) The Collateral Agent shall not be required to ascertain or inquire as to the performance
by the Grantor of any of the covenants or agreements contained herein, in the other collateral
documents of under the Indenture.
(e) The Collateral Agent shall be under no obligation or duty to take any action under this
Agreement or otherwise if taking such action (i) would subject the Collateral
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Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require
the Collateral Agent to qualify to do business in any jurisdiction where it is not then so
qualified, unless the Collateral Agent shall receive security or indemnity satisfactory to it
against such tax (or equivalent liability), or any liability resulting from such qualification, in
each case as results from the taking of such action under this Agreement.
(f) The Collateral Agent shall not be liable for any action taken or omitted to be taken in
accordance with this Agreement except for its own gross negligence or willful misconduct.
(g) The permissive right of the Collateral Agent to take any action under this Agreement shall
not be construed as a duty to so act.
(h) The Collateral Agent may execute any of the trusts or powers hereof and perform any duty
hereunder or under either directly or by or through agents or attorneys, and the Collateral Agent
shall not be responsible for the negligence or misconduct of any agents or attorneys selected by it
with due care. The Collateral Agent shall be entitled to advice of counsel concerning all matters
pertaining to the administration of this Agreement, and the advice of such counsel shall be full
and complete authorization and protection in respect of any action taken or suffered by it
hereunder in accordance therewith.
(i) Whenever in the administration of this Agreement, the Collateral Agent shall deem it
necessary or desirable that a factual matter be proved or established in connection with the
Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter
(unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be
conclusively proved or established by a certificate of an officer of the Grantor delivered to the
Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action
taken, suffered or omitted in reliance thereon.
(j) The Collateral Agent shall have the right at any time to seek instructions concerning the
administration of this Agreement from any court of competent jurisdiction.
(k) The Collateral Agent may conclusively rely upon, and shall be fully protected in acting
upon or failing to act as a consequence of, any resolution, statement, certificate, instrument,
opinion, report, notice, request, consent, order, bond or other paper or document which it believes
in good faith is genuine and has been signed or presented by the proper party or parties or, in the
case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the
absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
any such certificates, opinions or other information and need not investigate any fact or matter
stated therein.
(l) In no event shall the Collateral Agent be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of
profit), irrespective of whether the Collateral Agent has been advised of the likelihood of such
loss or damage and regardless of the form of action.
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(m) In no event shall the Collateral Agent be responsible or liable for any failure or delay
in the performance of its obligations under this Agreement arising out of or caused by, directly or
indirectly, forces beyond its reasonable control, including without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software or hardware) services.
(n) The Collateral Agent may at any time, by giving written notice to the Grantor, resign and
be discharged of the responsibilities hereby created, such resignation to become effective upon (i)
the appointment of a successor Collateral Agent and (ii) the acceptance of such appointment by such
successor Collateral Agent. If no successor Collateral Agent shall be appointed and shall have
accepted such appointment within 30 days after the Collateral Agent gives the aforesaid notice of
resignation, the Collateral Agent, the Grantor or any Secured Party may apply to any court of
competent jurisdiction at the expense of the Grantor to appoint a successor Collateral Agent to act
until such time, if any, as a successor Collateral Agent shall have been appointed.
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IN WITNESS WHEREOF, Grantor has caused this Agreement to be executed and delivered by its
officer thereunto duly authorized, as of the date first above written.
| GRANTOR: GRUPO TMM, S.A. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO SECURITY AGREEMENT
IN WITNESS WHEREOF, Grantor has caused this Agreement to be executed and delivered by its
officer thereunto duly authorized, as of the date first above written.
| COLLATERAL AGENT: THE BANK OF NEW YORK |
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| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO SECURITY AGREEMENT
EXECUTION
COPY
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On , 2005, before me, the undersigned, a Notary Public in and for said State,
personally appeared XXXX XXXXXXXXX XXXXXXXX, proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity on behalf of GRUPO TMM, S.A., and that by his
signature on the instrument the person, or entity upon behalf of which the person acted, executed
the instrument.
| Notary Public |
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| {seal} | ||||
