Exhibit 10.36


 


GRUPO TMM, S.A.


 


10 1⁄2% Senior Secured Notes due 2007


 


PURCHASE AGREEMENT


 


July 29,
2004


 


TO THE PURCHASERS
WHOSE NAMES

APPEAR ON THE SIGNATURE PAGES

AT END HEREOF


 


Ladies and Gentlemen:


 


Grupo TMM, S.A., a sociedad anónima organized under the laws of the United
Mexican States (the “Company”), proposes, upon the terms and conditions
set forth herein, to issue and sell, severally and not jointly, to each of the
purchasers whose names appear on the signature pages at the end hereof (each, a
“Purchaser”, and collectively, the “Purchasers”), its 101⁄2% Senior Secured Notes due 2007 (the
“Notes”) in the Aggregate Principal Amount (as defined below).


 


Each of the Purchasers, by
their execution hereof, severally and not jointly, agrees to purchase its respective
Purchaser’s Percentage (as defined below) of the Notes, for the Purchaser’s
Percentage of the Purchase Price (as defined below).  The aggregate purchase price (“Purchase Price”) shall be
the amount required by the Company to fund the Use of Proceeds (as defined
below) (such amount, the “Drawn-Down Amount”), provided such amount
shall not exceed the sum of U.S. $25,000,000 (the “Commitment Amount”).


 


The aggregate principal amount
(“Aggregate Principal Amount”) of the Notes to be issued and sold and
purchased hereunder shall be an amount equal to the Drawn-Down Amount,  multiplied by a fraction, the numerator of
which is the “Weighted Exchange Rate” specified for the Closing Date in Exhibit
C annexed hereto, and the denominator of which is 100.


 


The Notes will be
unconditionally guaranteed on a senior secured basis (the “Guarantees”,
and together with the Notes, the “Securities”) by each of the Subsidiary
Guarantors listed on the signature pages hereof (collectively, the “Subsidiary
Guarantors”, and together with Company, the “Issuers”).  The Securities are to be issued pursuant to
an Indenture (the “Indenture”) to be dated as of the Closing Date, among
the Issuers and The Bank of New York, as trustee (the “Trustee”).  The Securities to be issued hereunder will
be of the same class, and will be issued pursuant to the same Indenture, as the
101⁄2% Senior Secured Notes due 2007 to be issued by the Company pursuant to the
Voting Agreement and the Exchange Offer as described in the Restructuring
Registration Statement (as such terms are defined below) (the


 


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“Exchange Securities”).  Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the
Restructuring Registration Statement.


 


The obligations of the Issuers
under the Securities will be secured on a senior basis pursuant to the security
documents and agreements set forth on Schedule II hereto
(collectively, the “Security Documents”) that will provide for the grant
of security interests (the “Security Interests”) in certain assets of
the Issuers described in the Security Documents (the “Collateral”) to
the Collateral Agent (as defined in the Security Documents) and the Trustee for
the benefit of the holders of the Securities and the Exchange Securities.


 


This Agreement, the Indenture,
the Security Documents, the Notes, the Guarantees, and the Registration Rights
Agreement (as defined below) are referred to in this Agreement, collectively,
as the “Operative Documents.” The Restructuring (as defined below)
collectively with each of the transactions contemplated by the Operative
Documents are referred to in this Agreement, collectively, as the “Transactions.”


 


The Company has commenced an
exchange offer and consent solicitation pursuant to which it is offering to
exchange Notes for its outstanding 91⁄2% Notes due 2003 and its outstanding 101⁄4%
Senior Notes due 2006 (the “Exchange Offer”).  In connection with the Exchange Offer, certain holders of 2003
Notes and 2006 Notes (the “Supporting Noteholders”), including the
Purchasers, have entered into a Voting Agreement, dated as of December 9,
2003, as amended (the “Voting Agreement”), with the Company, pursuant to
which they have agreed to exchange their 2003 Notes and/or 2006 Notes for the
Exchange Securities.  In connection with
the Exchange Offer, the Company has filed with the Commission under the
Securities Act its Registration Statement No. 333-112242, which Registration
Statement, as supplemented and amended, was declared effective by the
Commission on June 23, 2004.  Such
Registration Statement, as supplemented and amended from time to time, is
referred to in this Agreement as the “Restructuring Registration Statement,”
and the transactions described therein are referred to in this Agreement as the
“Restructuring.”


 


The Company desires to
consummate the Restructuring pursuant to the Exchange Offer, and not to proceed
with the Bankruptcy Plan (as defined in the Voting Agreement).


 


Proceeds from the issuance and
sale of the Notes hereunder will be utilized (i) to retire all of the
outstanding 2003 Notes that have not been tendered and accepted in the Exchange
Offer, including accrued interest thereon; (ii) at the option of the
Company, to fully defease outstanding 2006 Notes that are not tendered and
accepted in the Exchange Offer or, if the Company does not so elect, to cure
all outstanding payment defaults under the 2006 Notes; (iii) to pay the
fees and expenses of the Company in connection with the Exchange Offer and the
transactions contemplated by this Agreement as set forth in Exhibit B
attached hereto, subject to reasonable adjustments between the date of this
Agreement and the Closing Date; and (iv) if required, to make payments
under Section 25 below (collectively, the “Use of Proceeds”).  Not later than two (2) Business Days prior
to the Closing Date, the Company shall deliver a schedule to the
Purchasers specifying the final Use of Proceeds (the “Use of Proceeds
Schedule”) and the amount that will be the Drawn-Down Amount.


 


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This is to confirm the
agreement concerning the purchase of the Securities from the Company by each
Purchaser.


 


1.                                      Restricted
Legend; Registration Rights


 


The Securities will be offered
and sold to each Purchaser without registration under the U.S. Securities Act
of 1933, as amended (the “Securities Act”), in reliance on an exemption
pursuant to Section 4(2) under the Securities Act.


 


It is understood and
acknowledged that upon original issuance thereof, and until such time as the
same is no longer required under the applicable requirements of the Securities
Act, the Notes (and all securities issued in exchange therefor or in
substitution thereof) will bear the following legend along with such other
legends as required by the Indenture:


 


“THE NOTES EVIDENCED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (A) (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (5) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR
(6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES
OF THE UNITED STATES.”


 


Each Holder (including
subsequent transferees) will have the registration rights set forth in the
Registration Rights Agreement to be dated the Closing Date by the Issuers in
favor of certain Holders (the “Registration Rights Agreement”) in the
form attached hereto as Exhibit D. 
Pursuant to the Registration Rights Agreement, the Issuers will agree to
file with the Commission under the Securities Act a shelf registration
statement (the “Resale Registration Statement”) relating to the resale
of Registrable Notes (as defined in the Registration Rights Agreement) on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
by certain holders of the Securities and to use their best efforts to cause
such Registration Statement to be declared effective as set forth in the
Registration Rights Agreement. Each Holder further understands and acknowledges
that the Securities may not be publicly offered or sold in Mexico.


 


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2.                                      Representations, Warranties and
Agreements of the Issuers.


 


The Issuers, jointly and
severally, represent, warrant and agree that:


 


(a)                                  When
the Securities are issued and delivered pursuant to this Agreement, such
Securities will not be of the same class (within the meaning of Rule 144A under
the Securities Act) as any securities that are listed on a national securities
exchange registered under Section 6 of the U.S. Securities Exchange Act of
1934, as amended (the “Exchange Act”), or that are quoted in a United
States automated inter-dealer quotation system.


 


(b)                                 None
of the Issuers are, or after giving effect to the offering and sale of the
Securities and the application of the proceeds of the Notes in accordance with
the Use of Proceeds Schedule, will be, an “investment company” or a company
“controlled” by an “investment company” within the meaning of the U.S.
Investment Company Act of 1940, as amended (the “1940 Act”).


 


(c)                                  The
Company has been duly organized as a sociedad anónima
and is validly existing under the laws of the United Mexican States, has the
power and authority to own its properties and conduct its business as currently
being conducted, and is qualified as a foreign corporation in each jurisdiction
in which its ownership or lease of property or the conduct of its business
requires such qualification, except where the failure to be so qualified would
not, individually or in the aggregate, have a material adverse effect on the
assets, liabilities, rights, obligations, properties, prospects, condition
(financial or otherwise), results of operations, operations or business of the
Company and the Subsidiary Guarantors, taken as a whole (a “Material Adverse
Effect”).


 


(d)                                 Each
of the Subsidiary Guarantors has been duly organized and is validly existing
under the laws of its jurisdiction of organization, has the power and authority
to own its properties and conduct its business as currently being conducted,
and each Subsidiary Guarantor is qualified as a foreign corporation in each
jurisdiction in which its ownership or lease of property or the conduct of its
business requires such qualification, except where the failure to be so
qualified would not, individually or in the aggregate, have a Material Adverse
Effect.


 


(e)                                  The
Indenture has been duly and validly authorized by each of the Issuers.  Assuming due authorization, execution and
delivery by the Trustee, the Indenture, upon its execution and delivery, will
constitute the valid and binding agreement of the Issuers, enforceable against
each of the Issuers in accordance with its terms, except as such enforceability
may be limited by bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
creditors’ rights generally, by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and by an implied covenant of good faith and fair dealing.  The Indenture has been qualified under the
U.S. Trust Indenture Act of 1939, as amended (the “1939 Act”), and, on
the Closing Date, the Indenture will conform in all material respects to the
requirements of the 1939 Act and the rules and regulations


 


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of the United
States Securities and Exchange Commission (the “Commission”) thereunder.


 


(f)                                    The
Security Documents have been duly and validly authorized by each of the
Issuers.  Assuming due authorization,
execution and delivery by each of the other parties thereto, the Security
Documents, upon their execution and delivery, will constitute the valid and
binding agreements of the Issuers, enforceable against each of the Issuers in
accordance with their terms, except as such enforceability may be limited by
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or
other similar laws relating to or affecting creditors’ rights generally, by
general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and by an implied covenant of
good faith and fair dealing.


 


(g)                                 The
Notes have been duly and validly authorized by the Company for issuance and
sale pursuant to this Agreement and the Indenture and, when duly executed by
the Company in accordance with the terms of the Indenture and, assuming due
authentication of the Notes by the Trustee, upon delivery to each of the Purchasers
against payment therefor in accordance with the terms hereof, will be in the
form contemplated by the Indenture and will have been validly issued and
delivered, and will constitute valid and binding obligations of the Company
entitled to the benefits of the Indenture, enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or
other similar laws relating to or affecting creditors’ rights generally, by
general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and by an implied covenant of
good faith and fair dealing.


 


(h)                                 The
Guarantees have been duly and validly authorized by each of the Subsidiary
Guarantors and, when duly executed and delivered by the Subsidiary Guarantors
in accordance with the terms of the Indenture, upon the due execution,
authentication and delivery of the Notes in accordance with the Indenture and
the issuance of the Notes in the sale to each of the Purchasers contemplated by
this Agreement, will constitute valid and binding obligations of the Subsidiary
Guarantors, enforceable against the Subsidiary Guarantors in accordance with
their terms, except as such enforceability may be limited by bankruptcy,
fraudulent conveyance, insolvency, reorganization, moratorium or other similar
laws relating to or affecting creditors’ rights generally, by general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law) and by an implied covenant of good faith and
fair dealing.


 


(i)                                     This
Agreement has been duly authorized by each of the Issuers, and when executed
and delivered by the Issuers in accordance with the terms thereof, will be
validly executed and delivered and (assuming the due authorization, execution
and delivery thereof by each of the Purchasers party hereto) will be the
legally valid and binding obligation of each of the Issuers, enforceable
against the Issuers in accordance with its terms, except as such enforceability
may be limited by bankruptcy, fraudulent


 


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conveyance,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditors’ rights generally, by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law), by an implied covenant of good faith and fair dealing and,
as to rights of indemnification and contribution, by federal and state
securities laws and principles of public policy.


 


(j)                                     The
Registration Rights Agreement has been duly authorized by each of the Issuers,
and when executed and delivered by the Issuers in accordance with the terms
thereof, will be validly executed and delivered and will be the legally valid
and binding obligation of each of the Issuers, enforceable against the Issuers
in accordance with its terms, except as such enforceability may be limited by
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or
other similar laws relating to or affecting creditors’ rights generally, by
general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law), by an implied covenant of good
faith and fair dealing and, as to rights of indemnification and contribution,
by federal and state securities laws and principles of public policy.


 


(k)                                  The
issuance and sale of the Securities on the Closing Date, the compliance by the
Company with all of the provisions of the Securities, the execution, delivery
and performance of this Agreement and each of the other Operative Documents by
each of the Issuers (to the extent a party thereto) and the consummation of the
transactions contemplated hereby and by each of the foregoing documents (i)
will not conflict with or result in a breach or violation of any of the terms
or provisions of, or constitute a default under, any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which any of the
Issuers are a party or by which any of the Issuers are bound or to which any of
the property or assets of the Issuers are subject, (ii) will not result in any
violation of the provisions of the by-laws or other organizational documents of
any of the Issuers and (iii) will not violate any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over any of the Issuers or any of their respective properties or
assets, except, with respect to clauses (i) and (iii), where such conflict,
breach or violation would not, individually or in the aggregate, have a
Material Adverse Effect.  No consent,
approval, authorization or order of, or filing, registration or qualification
with, any such court or governmental agency or body is required for the issue
and sale of the Securities, or the execution, delivery and performance of any
of the other Operative Documents by each of the Issuers (to the extent a party
thereto) and the consummation of the transactions contemplated hereby and by
each of the foregoing documents, except for (i) the filing of a Registration
Statement by the Issuers with the Commission pursuant to the Securities Act as
required by the Registration Rights Agreement and the order by the Commission
in declaring such Registration Statement effective, (ii) such consents,
approvals, authorizations, orders, filings, registrations or qualifications as
may be required under state securities or Blue Sky laws in connection with the
purchase of the Securities by each of Purchasers in the manner contemplated
hereby, (iii) the registration in the Special Section of the National
Securities Registry, which has been completed, and (iv) as provided in
paragraph (u) below.


 


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(l)                                     Except
for the Registration Rights Agreement, there are no contracts, agreements or
understandings between any of the Issuers, on the one hand, and any Person, on
the other hand, granting such Person the right to require any of the Issuers,
as the case may be, to file a registration statement under the Securities Act
with respect to any securities of any of the Issuers owned or to be owned by
such Person or to require any of the Issuers to include such securities in the
securities registered pursuant to the Resale Registration Statement or in any
securities being registered pursuant to any other registration statement filed
by any of the Issuers under the Securities Act.


 


(m)                               Other
than pursuant to (i) the Exchange Offer, (ii) the letter agreement dated
July 28, 2004 among the Company, J.B. Hunt Transport, Inc. L.A., Inc., TMM
Logistics, S.A. de C.V., and Comercializadora Internacional de Carga, S.A. de
C.V., (iii) the Senior Exchangeable Promissory Notes, dated July 29, 2004,
issued to Miller Buckfire Lewis Ying & Company, LLC, and Elek Moreno-Valle
Associados, and (iv) the arrangement and understanding between the Company and
Promotoria Servia, S.A. de C.V. as disclosed in the Restructuring Registration
Statement, during the six-month period preceding the Closing Date, none of the
Issuers has offered or sold to any person any Notes or any securities of the
same or a similar class as the Notes, other than Notes offered or sold to the
Purchasers hereunder.  The Issuers will
take reasonable precautions designed to ensure that any offer or sale, direct
or indirect, in the United States or to any U.S. person (as defined in Rule 902
under the Securities Act) of any Securities or any substantially similar security
issued by the Issuers, within six months subsequent to the date on which the
distribution of the Securities has been completed, is made under restrictions
and other circumstances reasonably designed not to affect the status of the
offer and sale of the Securities in the United States and to U.S. persons
contemplated by this Agreement as transactions exempt from the registration
provisions of the Securities Act, including any sales pursuant to Rule 144A
under, or Regulation D or Regulation S of, the Securities Act.


 


(n)                                 Neither
the Issuers nor any of the other Subsidiaries (as defined in the Indenture) has
sustained, since the date of the latest audited financial statements, any loss
or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as disclosed in
or contemplated by the Company’s filings and submissions with the Commission
under the Exchange Act and the Securities Act or that would result in a
Material Adverse Effect; and, since such date, there has not been any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the assets, liabilities, rights, obligations,
properties, prospects, condition (financial or otherwise), results of
operations, operations or business of the Issuers and their Subsidiaries, taken
as a whole, otherwise than as set forth in or contemplated by the Company’s
filings and submissions with the Commission under the Exchange Act or the
Securities Act.


 


(o)                                 The
Company has made available to Purchaser’s copies of its audited financial
statements as at December 31, 2002 and 2003 and for the three years ended
December 31, 2003 (including the related notes and supporting schedules,
if any) (the


 


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“Financial
Statements”).  The Financial
Statements present fairly the financial condition and results of operations and
cash flows of the entities purported to be shown thereby, at the dates and for
the periods indicated, comply as to form in all material respects with the
applicable accounting requirements under the Securities Act and have been
prepared in conformity with international accounting standards (“IAS”)
applied on a consistent basis throughout the periods involved.


 


(p)                                 PricewaterhouseCoopers LLP, who
have certified the Financial Statements of the Issuers, are independent public
accountants as required by the Exchange Act and the rules and regulations
promulgated thereunder (the “Rules and Regulations”) and were
independent accountants as required by the Exchange Act and the Rules and
Regulations during the periods covered by the Financial Statements.


 


(q)                                 Neither
the Issuers nor any of the other Subsidiaries has violated any foreign,
Federal, state or local law or regulation relating to the protection of human
health and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants (collectively, “Environmental Laws”), except
for such violations which, singly or in the aggregate, would not have a
Material Adverse Effect, in each case, that has not been disclosed in the
Company’s filings and submissions under the Exchange Act or the Securities Act.


 


(r)                                    Each
of the Issuers and the other Subsidiaries has such permits, licenses,
franchises, consents, exemptions and other approvals (each, an “Authorization”)
of, and has made all filings with and notices to, all governmental or
regulatory authorities and self-regulatory organizations and all courts and
other tribunals as are necessary to own, lease, license and operate its
respective properties and to conduct its business, except where the failure to
have any such Authorization or to make any such filing or notice would not,
singly or in the aggregate, reasonably be expected to have a Material Adverse
Effect, in each case, that has not been disclosed in the Company’s filings and
submissions under the Exchange Act or the Securities Act.  Each of the Issuers and their Subsidiaries
is in compliance with all the terms and conditions of each such Authorization
and with the rules and regulations of the authorities, self-regulatory
organizations, governing bodies, courts and other tribunals having jurisdiction
with respect thereto, except where the failure to be in compliance has not had
and would not reasonably be expected to have a Material Adverse Effect.


 


(s)                                  There
are no actions, suits, claims, proceedings or, to the Issuers’ knowledge,
investigations pending or, to their knowledge, threatened, against any of them
or any of their direct or indirect subsidiaries or any of its current or former
directors or officers that would reasonably be expected to have (i) a Material
Adverse Effect that has not been disclosed in or contemplated by the Company’s
filings and submissions with the Commission under the Exchange Act or the
Securities Act or disclosed in writing to the Purchasers prior to the date
hereof or (ii) a material adverse effect on the Transactions.


 


(t)                                    Except
(i) as disclosed in or contemplated by the Financial Statements or the
Company’s filings and submissions with the Commission under the Exchange Act or


 


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the Securities
Act, or (ii) as arise in connection with or as a result of the transactions
contemplated by this Agreement or are related to the performance by the Issuers
of any of their respective obligations under this Agreement, the Issuers do not
have any liabilities or obligations of any nature, whether known or unknown,
absolute, accrued, contingent or otherwise and whether due or to become due,
that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.


 


(u)   Upon the (i) execution and delivery of each
of the Security Documents, (ii) transfer and delivery to the trustee (as
defined in the applicable Security Document) of each of the documents and
certificates specified in each such Security Document, and (iii) filing and
recordation of the Security Documents in the corresponding Public Registries in
Mexico as contemplated by each respective Security Document, the Collateral
Agent will have a valid, duly perfected, first priority security interest in
all of the Collateral listed in the Security Documents, subject to any Existing
Restrictions (as defined in the applicable Security Document), as security for
the obligations of the Issuers under the Indenture, the Securities and the
Security Agreements.


 


(v)   Upon the Closing Date, each of the Security
Documents will be effective to create in favor of the Collateral Agent, for the
benefit of the holders of the Notes, a legal, valid and enforceable Security
Interest in the Collateral described therein and proceeds and products thereof.  In the case of the shares representing
Collateral (as defined in the applicable Security Document) when any stock or
other ownership certificates representing such shares are delivered to the
trustee (as defined in the applicable Security Document), the Security
Documents shall constitute perfected liens on, and Security Interests in, all
right, title and interest of the Issuers in such Collateral and the proceeds
and the products thereof, as security for the obligations of the Issuers under
the Indenture, the Securities and the Security Agreements, in each case prior
and superior in right to any other Person (except Existing Restrictions).


 


 (w)                            Under current Mexican law,
no stamp tax and no capital gains, income, withholding or other taxes are
payable by or on behalf of any of the Purchasers to Mexico or any political
subdivision or taxing authority of or in Mexico in connection with the offering
and sale of the Securities outside of Mexico by the Purchasers.  Under current Mexican law, all payments of
principal, premium, if any, interest and other amounts in respect of the
Securities made to foreign holders of Securities that are not Mexican residents
will not be subject to income, withholding or other taxes under Mexican laws
and regulations and are otherwise free and clear of any other tax, duty,
withholding or deduction in Mexico and without the necessity of obtaining any
governmental authorization in Mexico except as disclosed in the Restructuring
Registration Statement.


 


(x)                                   Each
of the Operative Documents will, at Closing, be in proper legal form under the
laws of Mexico for the enforcement thereof in Mexico against the Issuers in
accordance with its terms, and to ensure the legality, validity or
enforceability of each of the Operative Documents in Mexico in accordance with
its terms, it is not necessary that any of the Operative Documents be filed or
recorded with any court or other authority in Mexico (except as provided in
paragraphs (k) and (u) herein) or that any stamp tax be


 


9

















 


paid in Mexico
on or in respect of any of the Operative Documents; provided, however,
that if any legal proceedings are brought in the courts of Mexico, a Spanish
translation of the Operative Documents that are not in Spanish and are required
in such proceedings to be prepared by a court-approved translator would have to
be approved by the court after the defendant had been given an opportunity to
be heard with respect to the accuracy of the translation, and proceeds would
thereafter be based upon the translated documents.


 


(y)                                 It
is not necessary under the laws of Mexico that any of the holders of any Notes,
the Purchasers or the Trustee be licensed, qualified or entitled to carry on
business in Mexico, (i) to enable any of them to enforce their respective
rights under the Operative Documents, or (ii) solely by reason of the
execution, delivery or performance of the Operative Documents or the
consummation of the transactions contemplated thereby.


 


(z)                                   Neither
the Issuers, nor their Subsidiaries, nor any of their respective properties or
assets, has any immunity from jurisdiction of any competent court or from any
legal process (whether through service or notice, attachment prior to judgment,
attachment in aid of judgment or otherwise) under the laws of Mexico.


 


(aa)                            On the
date hereof, the Restructuring Registration Statement does not, and the
Restructuring Registration Statement after giving effect to any amendment or
supplement thereto, at the date thereof and at the Closing Date, will not
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.  Any statistical and market-related data
included in the Restructuring Registration Statement are based on or derived
from sources that the Company and the Subsidiary Guarantors reasonably believe
to be reliable and accurate.


 


(bb)                          The
Indenture and the other Operative Documents conform, in all material respects,
and the Securities will conform, in all material respects, to the descriptions
thereof contained in the Restructuring Registration Statement.


 


(cc)                            Neither
the Issuers, nor any of their respective affiliates (as the term is defined in
Regulation D under the Securities Act (“Regulation D”)), nor any Person
acting on their behalf has, directly or indirectly, made offers or sales of any
security, or solicited offers to buy any security, under circumstances that
would require the registration of the Securities under the Securities Act.  Neither the Issuers nor any of their
respective affiliates, nor any Person acting on their behalf has engaged or
will engage in any form of general solicitation or general advertising (within
the meaning of Regulation D) in connection with any offer or sale of the
Securities in the United States.  None
of the Issuers, any of their respective affiliates nor any Person acting on
their behalf has engaged or will engage in any directed selling efforts (as
that term is defined in Regulation S) with respect to the Securities, and
the Issuers and their respective affiliates and any Person acting on their
behalf have complied and will comply with the offering restriction requirements
of Regulation S.


 


(dd)                          Based on
and assuming the accuracy of the representations and warranties of the
Purchasers in Section 3 hereof, it is not necessary, in connection with
the offer,


 


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sale and
delivery of the Securities to the Purchasers under this Agreement or in
connection with the offer, initial resale and delivery of the Securities by the
Purchasers in the manner contemplated by this Agreement, to register the
Securities under the Securities Act other than any registration or
qualification that may be required in connection with the Registration Rights
Agreement.


 


3.                                      Representations,
Warranties and Agreements of Purchasers.


 


Subject to the terms and
conditions of this Agreement, the Company will issue and sell to each Purchaser
and each Purchaser will purchase from the Company, at the Closing provided for
in Section 4, Notes in a principal amount equal to the percentage
specified opposite such Purchaser’s name in Schedule I (the “Purchaser’s
Percentage”), multiplied by the Aggregate Principal Amount of the Notes to
be purchased hereunder.  The Purchase
Price payable by each Purchaser shall be its respective Purchaser’s Percentage
of the aggregate Purchase Price.  The
Purchasers’ obligations hereunder are several and not joint obligations and no
Purchaser shall have any liability to any Person for the performance,
non-performance or breach of any obligation by any other Purchaser hereunder.


 


On or before the Closing Date
the original Purchasers named herein shall have the right to assign all or any
part of their commitment to purchase the Notes hereunder to one or more other
Supporting Noteholders (or their affiliates) (any such assignee, an “Additional
Purchaser”), upon notice to the Company, provided that no such
assignment shall relieve the original Purchasers of any part of their
commitment to purchase the Notes hereunder in the event any Additional
Purchaser fails to purchase the portion of the Notes hereunder assigned to
it.  Upon any such assignment the
Additional Purchaser shall deliver to the Company an executed counterpart of
this Agreement specifying the Purchaser’s Percentage of such Additional
Purchaser, and each such Additional Purchaser shall be deemed for all purposes
to be a “Purchaser” hereunder, except for purposes of the Commitment Fee and
for purposes of Section 7(m) hereof.


 


(a)  Each Purchaser represents that such
Purchaser is an Eligible Offeree with such knowledge and experience in
financial and business matters as are necessary in order to evaluate the merits
and risks of an investment in the Securities. 
An “Eligible Offeree” shall mean a Person that is (i) an
institution that is an “accredited investor” as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act, (ii) a “qualified institutional buyer” (“QIB”)
as defined in Rule 144A under the Securities Act or (iii) not a “U.S. Person”
as defined in Regulation S under the Securities Act.


 


(b)  Each Purchaser represents that such
Purchaser is purchasing the Securities for its own account or for one or more
separate accounts maintained by it or for the account of one or more pension or
trust funds and not with a view to the distribution thereof within the meaning
of the Securities Act, provided that the disposition of such Purchaser’s
or their property shall at all times be within such Purchaser’s or its
control.  Each Purchaser understands
that the Securities have not been registered under the Securities Act and may
be resold only if registered pursuant to the provisions of the Securities Act
or if an exemption from registration is available.


 


11

















 


(c) 
Each Purchaser also understands that the Issuers and, for purposes of
the opinions to be delivered to it pursuant to Section 7 hereof, counsel
to the Issuers and counsel to the Purchasers, will rely upon the accuracy and
truth of the foregoing representations and such Purchaser hereby consents to
such reliance.


 


4.                                      Delivery of the Securities and Payment
Therefor.


 


The
sale and purchase of the Securities by each Purchaser shall occur at the offices
of Milbank, Tweed, Hadley & McCloy LLP, One Chase Manhattan Plaza, New
York, New York 10005, at 10:00 a.m., New York City time, at a closing (the
“Closing”) to occur simultaneously with the closing of the Exchange
Offer, or on such other Business Day as may be agreed upon by the Company and
the Purchasers (the “Closing Date”). 
If at the Closing, the Company shall fail to tender such Notes to any
Purchaser as provided below in this Section 4, or any of the conditions
specified in Section 7 shall not have been fulfilled to such Purchaser’s
satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved
of all further obligations under this Agreement, without thereby waiving any
rights such Purchaser may have by reason of such failure or such
non-fulfillment.


 


The Securities will be delivered to each of the Purchasers or the
Trustee (as defined in the Indenture) as custodian for The Depository Trust
Company (“DTC”)
against payment by or on behalf of each of the Purchasers of the
Purchaser’s Percentage of the Purchase Price therefor, by wire transfer in
immediately available funds to an account to be designated prior to Closing, by
causing DTC to credit the Securities to
the account of each Purchaser at DTC. 
The Notes will be evidenced by one or more global securities in
definitive form (the “Global Notes”) and will be registered in the name
of Cede & Co. as nominee of DTC.


 


5.                                      Agreements of the Issuers.


 


The Issuers, jointly and
severally, agree with each Purchaser as follows:


 


(a)                                  The
Company shall apply the proceeds from the sale of the Securities in accordance
with the Use of Proceeds Schedule.


 


(b)                                 The
Issuers shall use their best efforts to permit the Notes to be designated
Portal MarketSM (“PORTAL”) securities in accordance with the
rules and regulations adopted by the National Association of Securities
Dealers, Inc. relating to trading in PORTAL and to permit the Notes to be
eligible for clearance and settlement through DTC, unless one or more of the
Purchasers and Additional Purchasers are not QIBs and the Notes cannot be
designated PORTAL securities.  The
Issuers shall qualify the Securities under the securities or Blue Sky laws of
such United States jurisdictions as the Purchasers may reasonably request; provided,
however, that the Issuers shall not be required in connection therewith
to register or qualify as a foreign entity when it is not now so qualified or
to take any action that would subject it to service of process in suits or
taxation in any jurisdiction where it is not so subject.  The Issuers also shall use their best
efforts to cause the Notes issued hereunder to be designated with the same
CUSIP number as the Restricted Notes issued pursuant to the Voting Agreement as
described in Section 23 hereof.


 


12

















 


(c)                                  From
and after the Closing Date, so long as any of the Securities are outstanding
and are “restricted securities” within the meaning of the Rule 144(a)(3) under
the Securities Act or, if earlier, until two years after the Closing Date, and
during any period in which the Company is not subject to Section 13 or
15(d) of the Exchange Act, the Company shall furnish to holders of the
Securities and prospective purchasers of Notes designated by such holders, upon
request of such holders or such prospective purchasers, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act to permit compliance with Rule 144A in connection with resale of the
Securities.


 


(d)                                 Each
of the Issuers agrees not to sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any security (as defined in the Securities
Act) that would be integrated with the sale of the Securities in a manner that
would require the registration under the Securities Act of the sale to the
Purchasers of the Securities.


 


(e)                                  Each
of the Issuers, as applicable, will do and perform all things required or
necessary to be done and performed under this Agreement by it prior to the
Closing Date, and to satisfy all conditions precedent to the Purchasers’
obligations hereunder to purchase the Notes, including, without limitation,
obtaining all regulatory, governmental, administrative and other third party
consents or approvals necessary to consummate the Transactions.


 


(f)                                    On
the Closing Date, the Issuers shall deliver to the Purchasers secretary’s
certificates reasonably satisfactory to the Purchasers and their counsel which
will include the following documents with respect to each of the Issuers:
(i) by-laws, (ii) resolutions and (iii) certificates of
qualification to do business as a foreign corporation in such jurisdiction as
the Purchasers and their counsel may reasonably request.


 


(g)                                 Upon
the execution hereof, the Company shall pay to the original Purchasers named
herein, in U.S. dollars, a fee equal to 1.00% of the Commitment Amount (the “Commitment
Fee”).  Each such Purchaser will
receive its Purchaser’s Percentage (as set forth on Schedule I as of the
date of this Agreement) of the Commitment Fee. 
The Commitment Fee will be non-refundable.


 


(h)                                 On
the Closing Date, the Company shall pay to the Purchasers, in U.S.
dollars, a fee equal to 2.00% of the Aggregate Principal Amount (the “Draw-Down
Fee”).  Each Purchaser will receive
its Purchaser’s Percentage of the Draw-Down Fee.


 


(i) On
the Closing Date, the Company shall pay to Houlihan Lokey Howard & Zukin,
the fees and expenses set forth in the Placement Agreement,  dated as of July 29,
2004 (the “Placement Agreement”) between the Company and Houlihan Lokey
Howard & Zukin.


 


6.                                      Expenses.


 


Whether or not the transactions contemplated hereby are consummated,
the Issuers, jointly and severally, agree to pay all costs and expenses
(including attorneys’ fees of Akin


 


13

















 


Gump Strauss Hauer & Feld LLP, special United States counsel to the
Purchasers, and, if reasonably required, local counsel) incurred by the
Purchasers in connection with such transactions.


 


7.                                      Conditions
to the Purchasers’ Obligations.


 


The respective obligations of
each Purchaser hereunder are subject to the accuracy, when made and on the
Closing Date, of the representations and warranties of the Issuers contained
herein, to the performance by the Issuers, as applicable, of their respective
obligations hereunder, and to fulfillment, to each Purchaser’s satisfaction
prior to or on the Closing Date, of each of the following additional terms and
conditions:


 


(a)                                  Milbank,
Tweed, Hadley & McCloy, LLP shall have furnished to each Purchaser its
written opinion, as special United States counsel to the Issuers, addressed to
the Purchasers and dated the Closing Date, in a form reasonably satisfactory to
the Purchasers and their counsel.


 


(b)                                 Haynes
& Boone shall have furnished to each Purchaser its written opinion, as
special Mexican counsel to the Issuers, addressed to the Purchasers and dated
the Closing Date, in a form reasonably satisfactory to the Purchasers and their
counsel.


 


(c)                                  The
Exchange Offer shall have been consummated (and all of the conditions thereto
shall have been satisfied or waived) in accordance with the terms of the Voting
Agreement and the Restructuring Registration Statement as in effect on the date
hereof.


 


(d)                                 The
Issuers shall have furnished to each Purchaser a certificate, dated the Closing
Date, of its Chairman of the Board, its President, a Vice President or its
chief financial officer stating that the representations and warranties made by
the Issuers in Section 2 hereof are true and correct as of the Closing
Date and the Issuers have complied with all their agreements contained herein
and have fulfilled all conditions on their part to be performed or satisfied
hereunder at or prior to the Closing Date.


 


(e)                                  The
Issuers shall have obtained all necessary Authorizations required in connection
with the Transactions and any other transactions contemplated thereby.


 


(f)                                    There
shall not have occurred or become known to the Purchasers any event,
development or circumstance since December 31, 2003 that (i) has had
or could reasonably be expected to cause a Material Adverse Effect, or
(ii) has or could reasonably be expected to have a material adverse effect
on the transferability of the Securities, in each case that was not disclosed
in or contemplated by the Company’s filings and submissions with the Commission
under the Exchange Act or the Securities Act as of the date hereof.


 


(g)                                 The
Notes shall have been designated for trading on PORTAL, except in the event
that one or more of the Purchasers and Additional Purchasers are not QIBs and
the Notes cannot be designated PORTAL securities.


 


14

















 


(h)                                 The
Notes shall be designated with the same CUSIP number as the Restricted Notes
issued pursuant to the Voting Agreement as described in Section 23 hereof.


 


(i)                                     The
Issuers shall have executed the Indenture, the Notes, the Guarantees, the
Registration Rights Agreement, the Security Documents and each of the other
Operative Documents, in each case, in form and substance satisfactory to each
of the Purchasers and each of the Purchasers shall have received original
copies thereof, duly executed by the Issuers and each of the other parties
thereto.


 


(j)                                     The
Issuers shall have paid the fees and expenses described in Section 5(g),
(h) and (i) and Section 6 and any amounts outstanding under invoices to
the Company for fees and expenses incurred by Akin Gump Strauss Hauer &
Feld LLP; Houlihan Lokey Howard & Zukin; and Franck, Galicia y Robles,
S.C., with respect to which invoices have been delivered to the Issuers.


 


(k)                                  The
Issuers shall not have failed on or prior to the Closing Date to perform or
comply with any agreements herein contained or in any of the other Operative
Documents that are required to be performed or complied with by the Issuers on
or prior to the Closing Date.


 


(l)                                     All
corporate proceedings and other legal matters incident to the authorization,
form and validity of this Agreement, the other Operative Documents and the
Restructuring, and all other legal matters relating to this Agreement, the
other Operative Documents and the Restructuring and the transactions
contemplated hereby and thereby shall be reasonably satisfactory in all
material respects to counsel for the Purchasers, and the Issuers shall have
furnished to such counsel all documents and information that they may
reasonably request to enable them to pass upon such matters.


 


(m)                               None
of the Purchasers (excluding, for purposes of this Section 7(m), any
Additional Purchasers) shall have breached their obligation to purchase Notes
as set forth herein.


 


(n)                                 The
Issuers shall have appointed CT Corporation System (the “Process Agent”)
as its agent for service of process and the Process Agent shall have accepted
its appointment thereunder.  The Issuers
will grant a Mexican notarized irrevocable power of attorney to the Process
Agent for such purpose.


 


All opinions,
letters, evidence and certificates mentioned above or elsewhere in this
Agreement shall be deemed to be in compliance with the provisions hereof only
if they are in form and substance reasonably satisfactory to counsel for the
Purchasers.


 


8.                                      Effectiveness
of Agreement and Termination.


 


This Agreement shall become effective upon the satisfaction of the
conditions (except where compliance with such conditions has been waived by
each of the Purchasers) set forth in Section 7.  This Agreement may be terminated at any time on or prior to the
Closing Date by any


 


15

















 


of the original Purchasers named herein by written notice to the
Company if any of the following has occurred:


 


(a)                                  any adverse change in
United States or Mexican financial, political or economic conditions or
currency exchange rates or exchange controls as would, in the reasonable
judgment of such Purchasers, make it impractical or inadvisable to proceed with
completion of the purchase of the Securities, whether in the primary market or
in respect of dealings in the secondary market;


 


(b)                                 any material
suspension or material limitation of trading in securities generally on the New
York Stock Exchange, or any setting of minimum prices for trading on such
exchange, or any suspension of trading of any securities of the Company in the
over-the-counter market;


 


(c)                                  any banking
moratorium is declared by United States Federal, New York or Mexican Federal
authorities; or


 


(d)                                 any major disruption
of settlements of securities or clearance services in the United States.


 


In addition to the foregoing, this Agreement shall be terminated,
automatically and without notice or action of any kind, in the event any of the
Issuers shall (i) fail to consummate the Exchange Offer on or before
August 20, 2004, (ii) commence a Bankruptcy Proceeding (as defined in the
Voting Agreement), (iii) become voluntarily subject to any case or proceeding
under any applicable Federal, State or foreign bankruptcy, insolvency,
reorganization or other similar law, including the Ley de Concursos Mercantiles, or
(iv) become involuntarily subject to any such case or proceeding, and such case
or proceeding remains unstayed and in effect for at least thirty (30)
consecutive days.


 


9.                                      Confidentiality.


 


This Agreement and the terms and conditions contained herein shall not
be disclosed by the Issuers to any Person without the prior written consent of
each Purchaser, such consent not to be unreasonably withheld; provided,
that (i) the Issuers may issue a press release in form and substance
reasonably satisfactory to the Purchasers describing the terms of this
Agreement and (ii) the Issuers may disclose the terms of this Agreement
generally in its filings pursuant to the Exchange Act or the Securities Act
without disclosing the aggregate principal amount of Notes to be purchased by
each Purchaser unless otherwise required by law.


 


10.                               Indemnification.


 


(a)                                  The
Issuers shall, jointly and severally, indemnify each Purchaser and each of its
respective officers, directors, partners, members, managers, trustees,
employees, shareholders, advisors and agents and each Person who controls any
Purchaser within the meaning of the Securities Act or the Exchange Act (each, an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities and related expenses, including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee,
to which the


 


16

















 


Indemnitee may become subject arising out of, in connection with, or as
a result of (i) the execution or delivery of this Agreement or any of the
other Operative Documents, or the breach, performance or non-performance by the
parties hereto of their respective obligations hereunder or thereunder, or (ii)
any actual claim, litigation, investigation or proceeding relating to any of
the foregoing; provided, that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Indemnitee, or
(y) constitute a loss by a Purchaser in the value of its investment in the
Issuers.  Promptly after receipt by an
Indemnitee of notice of any complaint or the commencement of any action or
proceeding with respect to which indemnification is being sought hereunder,
such Indemnitee will notify the Company in writing of such complaint or of the
commencement of such action or proceeding, but failure to so notify the Company
will not relieve the Issuers from any liability which the Issuers may have hereunder
or otherwise, except to the extent that such failure materially prejudices the
Issuers’ rights.  If the Company so
elects or is requested by such Indemnitee, the Company will assume the defense
of such action or proceeding, including the employment of counsel reasonably
satisfactory to such Indemnitee and the payment of the reasonable fees and
disbursements of such counsel, and in such event such Indemnitee will cooperate
in connection therewith as reasonably requested by the Company (subject to the
reasonable expenses of such Indemnitee being reimbursed by the Issuers as
provided above).  In the event, however,
such Indemnitee reasonably determines, upon the advice of counsel, that having
common counsel with the Company would present such counsel with a conflict of
interest or if the Company fails to assume the defense of the action or
proceeding in a timely manner, then such Indemnitee may employ separate counsel
to represent or defend it in any such action or proceeding and the Issuers will
pay the reasonable fees and disbursements of one such separate counsel for all
of the Indemnitees with respect to such action or proceeding.  Subject to the foregoing sentence, in any
action or proceeding the defense of which the Company assumes, any Indemnitee
will have the right to participate in such litigation and to retain its own
counsel at such Indemnitee’s own expense.


 


(b)                                 To
the extent the indemnification provided for in this Section 10 is
applicable in accordance with its terms but is legally unavailable to an
indemnified party in respect of any losses, claims, damages, liabilities,
expenses or judgments referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities, expenses and judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Issuers on the one
hand and the Purchasers on the other hand or (ii) if the allocation provided by
clause 10(b)(i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause 10(b)(i) above but also the relative fault of the Issuers on
the one hand and the Purchasers on the other hand in connection with the
actions or omissions which resulted in such losses, claims, damages,
liabilities, expenses or judgments, as well as any other relevant equitable
considerations.  The relative fault of
the Issuers on the one hand and the Purchasers on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Issuers or the
Purchasers and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 


17

















 


The Issuers and the Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 10(b) were determined
by pro rata allocation (even if the Purchasers were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities,
expenses or judgments referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses incurred by such indemnified party in connection with
investigating or defending any matter, including any action, that could have
given rise to such losses, claims, damages, liabilities, expenses or
judgments.  Notwithstanding the
provisions of this Section 10, no Purchaser shall be required to
contribute any amount in excess of the amount by which the total price at which
the aggregate principal amount of Notes purchased by it exceeds the amount of
any damages which such Purchaser has otherwise been required to pay by reason
of such action or omission or alleged action or omission.  No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.  The Purchasers’
obligations to contribute pursuant to this Section 10(b) are several in
proportion to the respective aggregate principal amount of Notes purchased by
each of the Purchasers hereunder and not joint.


 


(c)                                  The
remedies provided for in this Section 10 are not exclusive and shall not
limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity; provided, however, that
the sole and maximum liability hereunder of any Purchaser for its breach of its
obligations hereunder shall be the Purchase Price for the Notes to be purchased
by such Purchaser hereunder.


 


11.                               Survival.


 


The respective indemnities, contribution agreements, representations,
warranties, confidentiality agreements, reimbursement obligations and other
statements of the Issuers and the several Purchasers set forth in or made
pursuant to this Agreement, including the provisions of Sections 6, 9, 10,
11, 17, 18, 19, 23 and 25, shall remain operative and in full force and effect,
and will survive delivery of and payment for the Securities, regardless of
(a) any investigation, or statement as to the results thereof, made by or
on behalf of any Purchaser, the officers or directors of any Purchaser, any
Person controlling any Purchaser, the Issuers, the officers or directors of the
Issuers or any Person controlling the Issuers, (b) acceptance of the
Securities and payment for them hereunder, and (c) expiration or
termination of any provision hereunder or this Agreement (including any
extensions).


 


12.                               Amendments
and Modifications.


 


Except as otherwise expressly provided in this Agreement, this
Agreement shall not be amended, modified or supplemented, except in writing
signed by the Issuers and each Purchaser.


 


18

















 


13.                               No Waiver.


 


Each of the signatories to this Agreement expressly acknowledges and
agrees that, except as expressly provided in this Agreement, nothing in this
Agreement is intended to, nor does, in any manner waive, limit, impair or
restrict the ability of any party to this Agreement to protect and preserve all
of its rights, remedies and interests, including, without limitation, with
respect to its ownership of claims against or equity securities of the Issuers
or any of their subsidiaries.


 


14.                               Further
Assurances.


 


Each of the signatories to this Agreement hereby further covenants and
agrees to cooperate in good faith to execute and deliver all further documents
and agreements and take all further action that may be reasonably necessary or
desirable in order to enforce and effectively implement the terms and
conditions of this Agreement.


 


15.                               Complete
Agreement.


 


This Agreement, together with the Voting Agreement, constitutes the
complete agreement between the signatories to this Agreement with respect to
the subject matter hereof and supersedes all prior and contemporaneous
negotiations, agreements and understandings with respect to the subject matter
hereof.  The provisions of this
Agreement shall be interpreted in a reasonable manner to effect the intent of
the signatories to this Agreement.


 


16.                               Notices.


 


All notices, requests, demands, claims and other communications
hereunder shall be in writing and shall be (a) transmitted by hand
delivery, or (b) mailed by first class, registered or certified mail,
postage prepaid, or (c) transmitted by overnight courier, or (d) transmitted
by telecopy, and in each case, if to the Issuers, at the address set forth
below:


 


Grupo TMM, S.A.


Avenida de Cuspide No. 4755


Colonia Parques de Pedregal,
C.P.


Mexico, D.F 14010


Telephone:  011-5255-5629-8866


Fax:  011-5255-5666-8899


Attention:  Juan Fernandez


 


with a copy to:


 


Milbank, Tweed, Hadley & McCloy LLP


1 Chase Manhattan Plaza


New York, New York  10005-1413


Telephone:  (212) 530-5000


Fax:  (212) 530-5219


Attention:  Thomas C. Janson


 


19

















 


if to a
Purchaser, to the address set forth on the signature pages to this Agreement,
with a copy to the Purchasers’ counsel:


 


Akin Gump Strauss Hauer & Feld LLP


590 Madison Avenue, 20th Floor


New York, New York 10022


Phone: (212) 872-1000


Fax: (212) 872-1002


Attn: Steven H. Scheinman


 


Notices mailed or transmitted in accordance with the foregoing shall be
deemed to have been given upon receipt.


 


17.                               Governing
Law.


 


THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ANY
LAW THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER
THAN THE STATE OF NEW YORK.


 


18.                               Submission to Jurisdiction; Waiver of Jury Trial.


 


Each of the parties to this Agreement hereby irrevocably submits to the
jurisdiction of any New York State or Federal court sitting in the Borough of
Manhattan in The City of New York in any action or proceeding arising out of or
relating to this Agreement, and all such parties hereby irrevocably agree that
all claims in respect of such action or proceeding may be heard and determined
in such New York State or Federal court and hereby irrevocably waive, to the
fullest extent that they may legally do so, the defense of an inconvenient
forum to the maintenance of such action or proceeding and further irrevocably
waive any other forum that may be afforded by law.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


19.                               Consent
to Service of Process.


 


Each of the signatories to this Agreement irrevocably consents to
service of process by mail at the address listed in Section 16.  Each of the signatories to this Agreement
agrees that its submission to jurisdiction and consent to service of process by
mail is made for the express benefit of each of the other signatories to this
Agreement.


 


20.                               Headings.


 


The headings of the sections, paragraphs and subsections of this
Agreement are inserted for convenience only and shall not affect the
interpretation hereof.


 


20

















 


21.                               Successors
and Assigns.


 


This Agreement is intended to bind and inure to the benefit of the
signatories to this Agreement and their respective successors, permitted
assigns, heirs, executors, administrators and representatives.  The agreements, representations and
obligations of the Purchasers under this Agreement are, in all respects,
several and not joint.  Except as
expressly stated in this Agreement, neither this Agreement nor any rights or
obligations hereunder may be assigned by any party without the prior written
consent of the Company, in the case of the Purchasers, and of the Purchasers,
in the case of the Company.


 


22.                               Counterparts.


 


This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which shall constitute one and the
same agreement.  Delivery of an executed
counterpart of a signature page by facsimile shall be effective as delivery of
a manually executed counterpart.  Any
Purchaser may become a party to this Agreement on or after the date of this
Agreement by executing a signature page to this Agreement.


 


23.                               Third-Party
Beneficiaries.


 


(a)                                  Unless
expressly stated in this Agreement, this Agreement shall be solely for the
benefit of the signatories to this Agreement, and their respective successors,
assigns and transferees, and no other Person shall be a third-party beneficiary
hereof.


 


(b)                                 The
Company acknowledges that the Exchange Securities to be issued by the Company
to the Supporting Noteholders pursuant to the Voting Agreement and the Exchange
Offer (“Restricted Securities”) will not be issued in a transaction
covered by the Restructuring Registration Statement.  The Company agrees that any Person who acquires the Restricted
Securities shall be entitled to rely on, and shall be a beneficiary of, the
representation set forth in Section 2(aa) and Section 2(bb) hereof.


 


24.                               Severability.


 


If one or more provisions of this Agreement are held to be
unenforceable under the applicable law, such provision shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.


 


25.                               Make-Whole
Payment.


 


The Company shall pay the Purchasers, in U.S. dollars, an amount (the “Make-Whole
Payment”) equal to the aggregate Purchase Price less the Make-Whole Price, provided
however, that the Make-Whole Price is less than the aggregate Purchase
Price of the Notes being purchased hereunder. 
The “Make-Whole Price” shall be the greater of (x) the aggregate
Purchase Price of the Notes being purchased hereunder minus 10.00% of the
Aggregate Principal Amount of the Notes being purchased hereunder and
(y) the aggregate value of the Notes based on the average trading price of
the Notes for the first five trading days following the effective


 


21

















 


date of the Resale Registration Statement in which the trading volume
is in excess of $1 million (the “Reference Period”).  The trading prices of the Notes for each day
of the Reference Period shall be as reported by FT Interactive Data IDC
database (provided that if FT Interactive Data IDC shall not report such
prices, the trading price shall be the average of the prices reported by three
independent market makers of the Notes as reasonably agreed by the Company and
the Purchasers).  The Make-Whole Payment
will be paid within five days after the end of the Reference Period and shall
be paid to the Purchasers that purchase the Notes hereunder on the Closing
Date, whether or not such Purchasers then hold the Notes or any portion
thereof.  Each Purchaser will receive
its Purchaser’s Percentage of the Make-Whole Payment.  To secure the Company’s obligation to pay the Make-Whole Payment,
the portion of the Drawn-Down Amount allocated to the Make-Whole Payment on the
Use of Proceeds Schedule shall be deposited in escrow and, within five
days after the end of the Reference Period, such amount shall be released from
escrow and (i) paid to the Purchasers, to the extent of the Make-Whole Payment,
and (ii) paid to the Company, to the extent of any remainder after the payment
of the Make-Whole Payment.  On the
Closing Date, the Company will enter into an escrow agreement for the benefit
of the Purchasers on terms reasonably satisfactory to the Purchasers with an
escrow agent reasonably approved by the Purchasers.


 


[signature pages to follow]


 


22

















 


Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Purchasers.


 


	
   

  	
  Very truly
  yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRUPO TMM, S.A.,

  	
   

  
	
   

  	
  as Issuer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TMM HOLDINGS, S.A.
  DE C.V.,

  	
   

  
	
   

  	
  as Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OPERADORA DE APOYO LOGÍSTICO, S.A. DE C.V.,

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPAÑÍA ARRENDADORA TMM, S.A. DE C.V.,

  	
   

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  



 


23

















 


	
   

  	
  TRANSPORTES MARÍTIMOS MÉXICO, S.A.,

  	
   

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DIVISIÓN DE NEGOCIOS ESPECIALIZADOS, S.A.,

  DE C.V.

  	
   

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INMOBILIARIA TMM,
  S.A. DE C.V.,

  	
   

  
	
   

  	
  as Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title: 
   Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LACTO COMERCIAL ORGANIZADA, S.A. DE C.V.,

  	
   

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  



 


24

















 


	
   

  	
  LÍNEA MEXICANA TMM,
  S.A. DE C.V.,

  	
   

  
	
   

  	
  as Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NAVIERA DEL PACIFICO, S.A. DE C.V.,

  	
   

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OPERADORA MARÍTIMA TMM, S.A. DE C.V.,

  	
   

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OPERADORA PORTUARIA DE TUXPAN, S.A. DE

  C.V.,

  	
   

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  



 


25

















 


	
   

  	
  PERSONAL MARÍTIMO,
  S.A. DE C.V.,

  	
   

  
	
   

  	
  as Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SERVICIOS ADMINISTRATIVOS DE

  TRANSPORTACIÓN, S.A. DE C.V.,

  	
   

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SERVICIOS DE LOGÍSTICA DE MÉXICO, S.A. DE

  C.V.,

  	
   

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SERVICIOS EN OPERACIONES LOGÍSTICAS, S.A.

  DE C.V.,

  	
   

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  



 


26

















 


	
   

  	
  SERVICIOS EN
  PUERTOS Y TERMINALES, S.A. DE

  C.V.,

  	
   

  
	
   

  	
  as Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TERMINAL MARÍTIMA DE TUXPAN, S.A. DE C.V.,

  	
   

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TMG OVERSEAS, S.A.,

  	
   

  
	
   

  	
  as Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TMM AGENCIAS, S.A.
  DE C.V.,

  	
   

  
	
   

  	
  as Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  



 


27

















 


	
   

  	
  TMM LOGISTICS, S.A. DE C.V.,

  	
   

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRANSPORTACIÓN PORTUARIA TERRESTRE, S.A.

  DE C.V.,

  	
   

  
	
   

  	
  as
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  Juan Fernandez Galeazzi

  
	
   

  	
   

  	
  Title:  
  Attorney-in-Fact

  



 


28

















 


	
   

  	
  PURCHASER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 
  

  
	
   

  	
   

  	
  Title:  
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tel: 

  	
   

  	
   

  	
   

  
	
   

  	
  Fax: 

  	
   

  	
   

  	
   

  



 


29

















 


SCHEDULE I


 


 


	
  Purchasers

  	
   

  	
  Purchaser’s

  Percentage of

  Aggregate

  Principal

  Amount of

  Notes to be

  Purchased

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  100

  	
  %

  



 


 


I-1

















 


SCHEDULE II


 


Security Agreements


 


Irrevocable Administration and Guaranty Trust
Agreement relating to capital stock of TMM Multimodal, S.A. de C.V.


 


Irrevocable Administration and Guaranty Trust
Agreement relating to the capital stock of Subsidiaries of the Company and of
the Subsidiary Guarantors and other assets


 


Mexican Pledge Agreement Without Transfer of
Possession


 


U.S. Pledge and General Security Agreement


 


Servia Subordination Letter


 


Any other security agreements to be delivered
pursuant to the Indenture


 


 


II-1

















 


EXHIBIT A


 


[Intentionally Omitted]


 


 


A-1

















 


EXHIBIT B


 


Company Fees and Expenses


 


B-1

















 


EXHIBIT C


 


WEIGHTED EXCHANGE RATE


 


 


C-1

















 


EXHIBIT D


 


Form
of Registration Rights Agreement


 


 


 


D-1