STOCKHOLDERS’ AGREEMENTStockholders' Agreement • August 15th, 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”).
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
