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 • March 17th, 2004 • TMM Holdings Sa De Cv • 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 • March 17th, 2004 • TMM Holdings Sa De Cv • 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 • March 17th, 2004 • TMM Holdings Sa De Cv • 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:
Dated as of December 10, 2002 to Amended and Restated Master Trust Agreement Dated as of October 25, 2002Second Amended and Restated Series 2001-a Supplement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments • New York
Dated as of October 25, 2002 to Amended and Restated Master Trust Agreement Dated as of October 25, 2002Series 2002-a Supplement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments • New York
THE BANK OF NEW YORK, as Trustee on behalf of the Certificateholders of the Logistics Trust 2000-A SECOND AMENDED AND RESTATED MASTER TRUST AGREEMENT Dated as of December 10, 2002Master Trust Agreement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments • New York
AMENDMENT NUMBER ONE TO THIRD AMENDED AND RESTATED MASTER TRUST AGREEMENTMaster Trust Agreement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments • New York
THIS AMENDMENT NUMBER ONE TO THIRD AMENDED AND RESTATED MASTER TRUST AGREEMENT (this "Amendment to Master Trust Agreement" or this "Amendment") is made as of the 29th day of December, 2003, by and among Grupo TMM, S.A., a sociedad an6nima organized under the laws of Mexico ("TMM"), as a Seller, Guarantor and Servicer, Naviera del Pacifico, S.A. de C.V., a sociedad an6nima de capital variable organized under the laws of Mexico ("Naviera"), as a Seller and Sellers' Representative, TMM Logistics, S.A. de C.V. a sociedad an6nima de capital variable organized under the laws of Mexico ("Logistics"), as a Seller (each of TMM, Naviera and Logistics, a "Seller" and, collectively, the "Sellers"), and The Bank of New York, a New York banking corporation, as Trustee ("Trustee").
ESCROW AGREEMENTEscrow Agreement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments • New York
THIS AGREEMENT (this "Escrow Agreement") is made and entered into as of January 13, 2004, by and among Grupo TMM, S.A., a corporation (sociedad anómina) organized under the laws of the United Mexican States (the "Company"), and Wells Fargo Bank, N.A. (the "Escrow Agent"), in favor of the Supporting Noteholders (as defined below). The Company and the Supporting Noteholders are sometimes referred to herein as "Parties."
AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED OPTION AGREEMENT (MULTIMODAL)Option Agreement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments
THIS AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED OPTION AGREEMENT (this "Amendment") is made as of the 29th of December, 2003, between The Bank of New York, a New York banking corporation, not in its individual capacity but solely as Trustee (the "Trustee"), and TMM Multimodal, S.A. de C.V. (the "Company").
Grupo TMM, S.A., as Issuer The Guarantors Named Herein, as Guarantors and The Bank of New York, as Trustee Indenture Dated as of , 2004* Senior Secured Notes due 2007Indenture • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments • New York
Indenture, dated as of , 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 corporation, as
AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED PUT OPTION AGREEMENT (MULTIMODAL)Put Option Agreement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments
THIS AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED PUT OPTION AGREEMENT (this "Amendment") is made as of the 29th of December, 2003, between THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as Trustee (the "Trustee"), and TMM Multimodal, S.A. de C.V. (the "Company").
AMENDMENT NUMBER ONE TO SERIES 2003-A SUPPLEMENTAmendment to Series 2003-a Supplement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments • New York
THIS AMENDMENT NUMBER ONE TO SERIES 2003-A SUPPLEMENT (this "Amendment to Series 2003-A Supplement" or this "Amendment") is made as of the 29th day of December, 2003 by and among Grupo TMM, S.A., a sociedad anónima organized under the laws of Mexico ("TMM"), as a Seller, Guarantor and Servicer, Naviera del Pacifico, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Mexico ("Naviera"), as a Seller and Sellers' Representative, TMM Logistics, S.A. de C.V. a sociedad anónima de capital variable organized under the laws of Mexico ("Logistics") (each of TMM, Naviera and Logitiscs, a "Seller" and, collectively, the "Sellers"). The Bank of New York, a New York banking corporation, as Trustee ("Trustee") and Maple Bank GmbH, a Gesellschaft mit beschrankter Haftung ("Maple") as the sole Series 2003-A Certificateholder.
