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”).
ContractMarketing and Services 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”).
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).
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”).
ContractMarketing and Services 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”).
