Exhibit 10.37


 


REGISTRATION RIGHTS AGREEMENT


 


Dated as of August 11, 2004


 


By


 


GRUPO TMM, S.A.


 


and


 


THE GUARANTORS NAMED HEREIN


 


for the benefit of


 


CERTAIN HOLDERS OF


 


SENIOR SECURED NOTES DUE 2007 OF GRUPO TMM,
S.A.


 
















 


TABLE OF CONTENTS


 


	
  Section
  1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  2.

  	
  Shelf
  Registration

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  3.

  	
  Delay
  Fee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  4.

  	
  Registration
  Procedures

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  5.

  	
  Registration
  Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  6.

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  7.

  	
  Rules
  144 and 144A

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  8.

  	
  Underwritten
  Registrations

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  9.

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURE PAGE

  	
   

  



 


i
















 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this
“Agreement”)
is dated as of August 11, 2004, by GRUPO TMM, S.A., a corporation (sociedad anónima) duly organized and
existing under the laws of the United Mexican States (the “Company”), and each
of the Guarantors (as defined below) for the benefit of the Holders of the
Registrable Notes (as such terms are defined below).


 


RECITALS


 


WHEREAS, this Agreement is entered into
in connection with the Company’s issuance of $508,703,356 in aggregate
principal amount of its Senior Secured Notes due 2007 (the “Notes”), which are
guaranteed on a senior secured basis (the “Guarantees”) by each of the Guarantors, to be
issued pursuant to the terms of the Indenture (as defined below);


 


NOW, THEREFORE, in consideration of the
mutual promises, covenants, agreements and conditions set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Guarantors
agree as follows:


 


Section 1.              Definitions


 


(a)           As used in this
Agreement, the following terms shall have the following respective meanings:


 


“Action” shall have the meaning set forth in
Section 6(c) hereof.


 


“Agreement” shall have the meaning set forth
in the introductory paragraph hereof.


 


“Board of Directors” shall have the meaning
set forth in the penultimate paragraph of Section 4 hereof.


 


“Business Day” shall mean a day that is not a
Legal Holiday.


 


“Company” shall have the meaning set forth in
the introductory paragraph hereof and shall also include the Company’s
permitted successors and assigns.


 


“Commission” shall mean the United States
Securities and Exchange Commission.


 


“day” shall mean a calendar day.


 


“Delay Fee” shall have the meaning set forth
in Section 3(a) hereof.


 


“Delay Fee Payment Date” shall have the
meaning set forth in Section 3(b) hereof.


 


1
















 


“Delay Period” shall have the meaning set
forth in the penultimate paragraph of Section 4 hereof.


 


“DTC” shall mean The Depository Trust Company,
a New York corporation, and any successors thereto.


 


“Effectiveness Period” shall have the meaning
set forth in Section 2(b) hereof.


 


“Exchange Act” shall mean the United States
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission promulgated thereunder.


 


“Guarantors” shall mean each of the entities
set forth on Schedule I hereto, which entities have, pursuant to
the Guarantees, guaranteed the Notes and other Obligations as set forth in the
Indenture.


 


“Holder” or “Holders” shall mean any holder or
holders of Registrable Notes.  “Holder” or “Holders” shall also
include any Holder’s or Holders’ successors, assigns and transferees.


 


“Indenture” shall mean the Indenture, dated as
of August 11, 2004, by and between the Company, as issuer, each of the
Guarantors, as guarantor, and The Bank of New York, as trustee, pursuant to
which the Notes and the Guarantees are being issued, as amended, modified and/or
supplemented from time to time in accordance with the terms thereof.


 


“Inspectors” shall have the meaning set forth
in Section 4(o) hereof.


 


“Issue Date” shall mean August 11, 2004, the
date of original issuance of the Notes.


 


“Legal Holiday” shall mean a Saturday, a
Sunday or a day on which banking institutions in New York, New York or Mexico
City, Mexico are required by law, regulation or executive order to remain
closed.


 


“Losses” shall have the meaning set forth in
Section 6(a) hereof.


 


“Notes” shall have the meaning set forth in
the recitals hereof.


 


“Participant” shall have the meaning set forth
in Section 6(a) hereof.


 


“Person” shall mean an individual,
corporation, partnership, joint venture association, joint stock company,
trust, unincorporated limited liability company, government or any agency or
political subdivision thereof or any other entity.


 


“Prospectus” shall mean the prospectus
included in any Registration Statement (including, without limitation, any
prospectus subject to completion and a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended, modified and/or supplemented by any prospectus supplement, with
respect to the terms


 


2
















 


of the offering of any portion
of the Registrable Notes pursuant to such Registration Statement and all other
amendments, modifications and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.


 


“Records” shall have the meaning set forth in
Section 4(o) hereof.


 


“Registrable Notes”
shall mean each Note upon its original issuance and at all times subsequent
thereto unless and until (i) such Note is issued in a transaction covered by
the Company’s Registration Statement No. 333-112242 as declared effective by
the Commission on June 23, 2004, as supplemented and amended, (ii) such Note
has been disposed of in a transaction covered by a Registration Statement filed
pursuant to this Agreement, (iii) such Note ceases to be outstanding for
purposes of the Indenture, or (iv) such Note has been sold in compliance with
Rule 144 or is freely transferable pursuant to Rule 144(k) under the Securities
Act.


 


“Registration Default” shall have the meaning
set forth in Section 3(a)(iv) hereof.


 


“Registration Statement”  shall mean any
appropriate registration statement of the Company covering any of the
Registrable Notes filed with the Commission under the Securities Act, and all
amendments and supplements to any such Registration Statement, including post
effective amendments, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference therein.


 


“Rule 144” shall mean Rule 144 promulgated
under the Securities Act, as such Rule may be amended from time to time, or any
similar rule (other than Rule 144A) or regulation hereafter adopted by the
Commission providing for offers and sales of securities made in compliance
therewith resulting in offers and sales by subsequent holders that are not
affiliates of an issuer of such securities being free of the registration and prospectus
delivery requirements of the Securities Act.


 


“Rule 144A” shall mean Rule 144A promulgated
under the Securities Act, as such Rule may be amended from time to time, or any
similar rule (other than Rule 144) or regulation hereafter adopted by the Commission.


 


“Rule 415” shall mean Rule 415 promulgated
under the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission.


 


“Securities Act” shall mean the United States
Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder.


 


“Shelf Registration Statement” shall have the
meaning set forth in Section 2(a) hereof.


 


“Trustee” shall mean the trustee under the
Indenture.


 


3
















 


“Underwritten registration”  or  “underwritten offering”
shall mean a registration in which securities of the Company are sold to a
managing underwriter or underwriters (if any) for reoffering to the public.


 


(b)           The reference to any
law, rule or regulation herein shall mean such law, rule, regulation or act as
in effect on the date hereof, as it may be amended from time to time, or any
similar law, rule, regulation or act hereafter adopted; provided, that
Rule 144 shall not be deemed to amend or replace Rule 144A.


 


Section 2.              Shelf Registration


 


(a)           The Company shall
(i) within five (5) Business Days after the Issue Date, file a shelf
Registration Statement (the “Shelf Registration Statement”) with the Commission on
Form F-1 (or on Form F-3, if such Form F-3 may then be utilized by the Company)
for an offering to be made on a continuous basis pursuant to Rule 415 covering
all of the Registrable Notes and (ii) use its best efforts to cause the
Shelf Registration Statement to be declared effective by the Commission on or
before the thirtieth (30th) day after the Issue Date.


 


(b)           The Company shall keep
the Shelf Registration Statement continuously effective until the earliest of:


 


(i)            the date on which
all, but not less than all, of the Registrable Notes registered
thereunder have been sold, transferred, assigned or disposed of by the Holders
pursuant to the Shelf Registration Statement or are freely transferable by such
Holders pursuant to Rule 144(k) under the Securities Act;


 


(ii)           the time when all of
the Registrable Notes covered by the Shelf Registration Statement (other than
any Notes held by affiliates of the Company) can be sold pursuant to Rule 144
without any limitations under clauses (c), (e), (f) and (h) of Rule 144; and


 


(iii)          two years from the
effective date of the Shelf Registration Statement (the period ending on the
later of the date or time referenced in the preceding clauses, (i), (ii), or
(iii) above, as the same may be extended pursuant to the penultimate paragraph
of Section 4 hereof, the “Effectiveness Period”);


 


provided, however, that (A) the
Effectiveness Period in respect of the Shelf Registration Statement shall be
extended to the extent required to permit dealers to comply with the applicable
prospectus delivery requirements of Rule 174 under the Securities Act and as
otherwise provided herein and (B) the Company may suspend the
effectiveness of the Shelf Registration Statement by written notice to the
Holders solely as a result of (1) the filing of a post-effective amendment
to the Shelf Registration Statement to incorporate annual audited financial
information with respect to the Company where such post-effective amendment is
not yet effective and needs to be declared effective to permit Holders to use
the related Prospectus and (2) the occurrence of events contemplated by
the penultimate paragraph of Section 4 hereof.


 


(c)           Subject to
Section 4, the Company agrees to supplement or amend the Shelf
Registration Statement as and when required by the rules, regulations or
instructions


 


4
















 


applicable to the registration
form used for the Shelf Registration Statement or by the Securities Act or
rules and regulations thereunder for resale registration.


 


Section 3.              Delay Fee


 


(a)           The Company agrees that
the Holders will suffer damages if the Company fails to fulfill its obligations
under Section 2 hereof and that it would not be feasible to ascertain the
extent of such damages with precision. 
Accordingly:


 


(i)            if the Company fails
to file the Shelf Registration Statement with the Commission within five (5)
Business Days after the Issue Date;


 


(ii)           if the Shelf
Registration Statement is not declared effective by the Commission on or before
the thirtieth (30th) day after the Issue Date;


 


(iii)          if, after the Shelf
Registration Statement is declared effective, the Shelf Registration Statement
thereafter ceases to be effective or usable, pursuant to, but not limited to,
the events described in Section 4(d)(i) - Section 4(d)(v) hereof (other than in
connection with a Delay Period); or


 


(iv)          if, after the Shelf
Registration Statement is declared effective, the Company imposes a Delay
Period that (A) occurs within 180 days of the end of a previous Delay
Period or (B) exceeds ten (10) Business Days in length (each such event
referred to in the preceding clauses (i) through (iv), a “Registration
Default”),


 


the Company will pay a delay fee
(the “Delay Fee”)
on the Registrable Notes calculated for the period from and including
the date on which any such Registration Default shall occur to but excluding
the date on which all Registration Defaults have been cured.  The Delay Fee shall be calculated as a
percentage of the aggregate principal amount of all Registrable Notes outstanding,
and the percentage rate will be 1.00% per annum for the first thirty (30) day
period immediately following the occurrence of a Registration Default, and such
rate will increase by an additional 1.00% per annum following the expiration of
such thirty (30) day period until all Registration Defaults have been cured, provided
that the maximum Delay Fee rate shall be 2.00% per annum from and including the
date on which any such Registration Default shall occur to, but excluding, the
earlier of (1) the date on which all Registration Defaults have been
cured, or (2) the date on which all the Registrable Notes otherwise become
freely transferable by Holders other than affiliates of the Company without
further registration under the Securities Act. 
Such Delay Fee will be in addition to any interest payable from time to
time with respect to the Registrable Notes. 
If, after the cure of all Registration Defaults then in effect, there is
a subsequent Registration Default, the Delay Fee rate for such subsequent Registration
Default shall initially be 1.00% regardless of the rate in effect with respect
to any prior Registration Default at the time of cure of such Registration Default.


 


Notwithstanding the foregoing, the amount
of Delay Fee payable shall not increase because more than one Registration Default has
occurred and is pending.


 


5
















 


(b)           So long as Registrable
Notes remain outstanding, the Company shall notify the Trustee within five (5)
Business Days after each and every date on which a Registration Default
occurs.  Any Delay Fee due pursuant to clauses (a)(i) through (a)(iv) of this
Section 3 will be payable by the Company in cash and be paid at the same
time as each semi-annual payment of interest on the Notes (each, an “Delay Fee Payment Date”), as
provided in Section 3.13 of the Indenture, commencing with the first such date
occurring after any such Delay Fee commences to accrue, to Holders to whom
regular interest is payable on such Delay Fee Payment Date with respect to
Notes that are Registrable Notes.  The
amount of Delay Fee for Registrable Notes will be determined by multiplying the
applicable Delay Fee rate by the aggregate principal amount of all such
Registrable Notes outstanding on the Delay Fee Payment Date following such
Registration Default in the case of the first such payment of Delay Fee (and
thereafter at the next succeeding Delay Fee Payment Date until the cure of such
Registration Default), and then multiplying such figure by a fraction, the numerator
of which is the number of days such Delay Fee rate was applicable during such
period determined on the basis of a 360-day year comprised of twelve thirty
(30) day months (and, in the case of a partial month, the actual number of days
elapsed), and the denominator of which is 360.


 


Section 4.              Registration Procedures


 


In connection with the filing of the
Shelf Registration Statement pursuant to Section 2 hereof, the Company shall
effect such registrations to permit the sale of the securities covered thereby
in accordance with the intended method or methods of disposition thereof, and
pursuant thereto and in connection with the Shelf Registration Statement filed
by the Company hereunder, the Company shall:


 


(a)           Prepare and file with
the Commission the Shelf Registration Statement prescribed by Section 2 hereof,
and use its best efforts to cause the Shelf Registration Statement to become
effective and remain effective as provided herein; provided, however,
that, before filing the Shelf Registration Statement or Prospectus or any
amendments or supplements thereto, the Company shall furnish to and afford the
Holders of the Registrable Notes covered by the Shelf Registration Statement,
their counsel (if such counsel is known to the Company) and the managing underwriter
or underwriters (if any), a reasonable opportunity to review copies of all such
documents proposed to be filed.  The
Company shall not file the Shelf Registration Statement or Prospectus or any
amendments or supplements thereto if the Holders of a majority in aggregate
principal amount of the Registrable Notes covered by the Shelf Registration
Statement shall reasonably object on a timely basis; provided, that if
such Holders unreasonably object to such filing, the failure to timely file
such Shelf Registration Statement or Prospectus or any amendments or
supplements thereto shall not give rise to a Registration Default.


 


(b)           Prepare and file with
the Commission such amendments and post-effective amendments to the Shelf
Registration Statement as may be necessary to keep the Shelf Registration
Statement continuously effective for the Effectiveness Period; cause the
related Prospectus to be supplemented by any prospectus supplement required by
applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) promulgated under the Securities Act; and
comply with the applicable provisions of the Securities Act and the Exchange
Act with respect to the disposition of all securities pursuant to the Shelf Registration
Statement as so amended or in such Prospectus as so supplemented and 


 


6
















 


with respect to the subsequent
resale of any securities, in each case, in accordance with the intended methods
of distribution set forth in the Shelf Registration Statement as so amended or
Prospectus as so supplemented.


 


(c)           Amend the Shelf
Registration Statement and supplement the Prospectus promptly, and in any event
within five (5) Business Days after the Company files with or submits to the
Commission a current or periodic report (unless the Company is then eligible to
have such report incorporated by reference).


 


(d)           Notify the selling
Holders of Registrable Notes, their counsel (if such counsel has been
identified in writing to the Company) and the managing underwriter or
underwriters (if any), as promptly as possible, and, if requested by any such
Person, confirm such notice in writing, (i) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to the Shelf Registration Statement or any post-effective amendment,
when the same has become effective under the Securities Act (including in such
notice a written statement that any Holder may, upon request, obtain, at the sole
expense of the Company, one conformed copy of the Shelf Registration Statement
or post-effective amendment including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and exhibits),
(ii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Shelf Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus or the initiation of any
proceedings for that purpose, (iii) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of the Shelf Registration Statement or any of the
Registrable Notes for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (iv) of the happening of
any event, the existence of any condition or any information becoming known to
the Company that requires any amendments or supplements to the Shelf
Registration Statement or the Prospectus or documents so that, following such
amendment or supplement, in the case of the Shelf Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and (v) of the Company’s determination that a post-effective amendment to
the Shelf Registration Statement would be appropriate.


 


(e)           Use its best efforts to
prevent the issuance of any order suspending the effectiveness of the Shelf
Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of
any of the Registrable Notes for sale in any jurisdiction, and, if any such
order is issued, to use its best efforts to obtain the withdrawal of any such
order at the earliest practicable time.


 


(f)            If reasonably
requested by the managing underwriter or underwriters (if any), or the Holders
of a majority in aggregate principal amount of the Registrable Notes covered by
the Shelf Registration Statement promptly amend or supplement the Shelf
Registration Statement or Prospectus to include such information regarding the
plan of distribution or related matters as the managing underwriter or
underwriters (if any) or such Holders (based upon advice


 


7
















 


of counsel), determine is
reasonably necessary to be included therein; provided, however,
that the Company shall not be required to take any action hereunder that would,
in the written judgment of counsel to the Company, violate applicable laws.


 


(g)           Furnish to each selling
Holder of Registrable Notes who so requests in writing, their counsel (if such
counsel has been identified in writing to the Company) and each managing
underwriter or underwriters (if any), at the sole expense of the Company, one
conformed copy of the Shelf Registration Statement and each post-effective
amendment thereto, including financial statements and schedules, and, if
requested, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits promptly after the filing of such documents with the
Commission.


 


(h)           Deliver to each selling
Holder of Registrable Notes, their respective counsel, and the managing
underwriter or underwriters (if any), at the sole expense of the Company, as
many copies of the Prospectus or Prospectuses (including each form of
preliminary prospectus) and each amendment or supplement thereto as such
Persons may reasonably request; and, subject to this Section 4, the Company
hereby consents to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders of Registrable Notes and the managing
underwriter or underwriters (if any) or agents, if any, and dealers (if any),
in connection with the offering and sale of the Registrable Notes pursuant to
such Prospectus and any amendment or supplement thereto.


 


(i)            Prior to any public
offering of Registrable Notes or any delivery of a Prospectus contained in the
Shelf Registration Statement, use its best efforts to register or qualify, and
to cooperate with the selling Holders of Registrable Notes, the managing
underwriter or underwriters (if any), and their respective counsel in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Notes, for offer and sale
under the securities or blue sky laws of such jurisdictions within the United
States as any selling Holder or the managing underwriter or underwriters (if
any) reasonably requests in writing; provided, however, that
(i) where Registrable Notes are offered other than through an underwritten
offering, the Company agrees to use its best efforts to cause the Company’s
counsel to perform blue sky investigations and file registrations and
qualifications required to be filed pursuant to this Section 4(i), and (ii) the Company shall not be
required to register or qualify the Notes in any jurisdiction where such registration
or qualification would require the Company or any Guarantor to qualify to do
business in, to become subject to taxation in, or to consent to general service
or process in, any jurisdiction where it is not at the time required to so
qualify or subject to such taxation or service or process; keep each such registration or qualification
(or exemption therefrom) effective during the period the Shelf
Registration Statement is required to be kept effective hereunder and do any
and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of such Registrable Notes pursuant to the
Shelf Registration Statement.


 


(j)            Cooperate with the
selling Holders of Registrable Notes and the managing underwriter or underwriters
(if any), to facilitate the timely preparation and delivery of certificates
representing Registrable Notes to be sold, which certificates shall not bear
any restrictive legends and shall be in a form eligible for deposit with DTC;
and enable such Registrable Notes to be in such authorized denominations and
registered in such names as the


 


8
















 


managing underwriter or
underwriters (if any), or selling Holders may request at least five (5)
Business Days prior to any sale of such Registrable Notes.


 


(k)           Use its best efforts to
cause the Registrable Notes covered by the Shelf Registration Statement to be
registered with or approved by such other governmental agencies or authorities
as may be reasonably necessary to enable the seller or sellers thereof or the
managing underwriter or underwriters (if any), to consummate the disposition of
such Registrable Notes within the United States, except as may be required
solely as a consequence of the nature of such selling Holder’s business, in
which case the Company will cooperate in all reasonable respects with the
filing of the Shelf Registration Statement and the granting of such approvals.


 


(l)            Upon the occurrence of
any event contemplated by Section 4(d)(iv) or Section 4(d)(v) hereof, as
promptly as practicable prepare and (subject to Section 4(a) and the
penultimate paragraph of this Section 4) file with the Commission, at the sole
expense of the Company, a supplement or post-effective amendment to the Shelf Registration
Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Notes being sold thereunder or to the purchasers of the
Registrable Notes to whom such Prospectus will be delivered, any such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


 


(m)          Prior to the effective
date of the Shelf Registration Statement relating to the Registrable Notes,
(i) provide the Trustee with certificates for the Registrable Notes in a
form eligible for deposit with DTC and (ii) provide a CUSIP number for the
Registrable Notes.


 


(n)           In connection with any
underwritten offering of Registrable Notes pursuant to the Shelf Registration
Statement, enter into an underwriting agreement as is customary in underwritten
offerings of debt securities similar to the Registrable Notes and take all such
other actions as are reasonably requested by the managing underwriter or
underwriters (if any) in order to expedite or facilitate the disposition of
such Registrable Notes and, in such connection, (i) make such
representations and warranties to, and covenants with, the managing underwriter
or underwriters (if any) with respect to the business of the Company and its
subsidiaries, as then conducted (including any acquired business, properties or
entity, if applicable), and the Shelf Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, in form, substance and scope as are customarily made by
issuers to the managing underwriter or underwriters (if any) in underwritten
offerings of debt securities similar to the Registrable Notes, and confirm the
same in writing if and when reasonably requested; (ii) use its best
efforts to obtain the written opinions of counsel to the Company and written
updates thereof in form, scope and substance reasonably satisfactory to the
managing underwriter or underwriters (if any), addressed to the managing underwriter
or underwriters (if any) covering the matters customarily covered in opinions
requested in underwritten offerings; (iii) use its best efforts to obtain
customary “cold comfort” letters and updates thereof in form, scope and
substance reasonably satisfactory to the managing underwriter or underwriters
(if any) from the independent certified public accountants of the Company (and,
if necessary, any other independent certified public accountants of any


 


9
















 


subsidiary of the Company or of
any business acquired by the Company for which financial statements and
financial data are, or are required to be, included or incorporated by
reference in the Shelf Registration Statement), addressed (where reasonably
possible) to each of the managing underwriter or underwriters (if any) such
letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with underwritten offerings;
and (iv) if an underwriting agreement is entered into, the same shall
contain indemnification provisions and procedures no less favorable to the
managing underwriter or underwriters (if any) than those set forth in Section 6
hereof (or such other provisions and procedures acceptable to Holders of a
majority in aggregate principal amount of Registrable Notes covered by the
Shelf Registration Statement and the managing underwriter or underwriters (if
any)) with respect to all parties to be indemnified pursuant to said section; provided
that the Company shall not be required to provide indemnification to any
managing underwriter or underwriters (if any) selected in accordance with the
provisions of Section 8 hereof with respect to information relating to such
managing underwriter or underwriters (if any) furnished in writing to the
Company by or on behalf of such managing underwriter or underwriters (if any)
expressly for inclusion in the Shelf Registration Statement. The above shall be
done at each closing under such underwriting agreement, or as and to the extent
required thereunder.


 


(o)           Make available for
inspection by any selling Holder of such Registrable Notes being sold, the
managing underwriter or underwriters (if any) participating in any such
disposition of Registrable Notes, if any, and any attorney, accountant or other
agent retained by any such selling Holder or managing underwriter or
underwriters (if any) (collectively, the “Inspectors”), at the offices where normally
kept, during reasonable business hours, all financial and other records,
pertinent corporate documents and instruments of the Company and its
subsidiaries (collectively, the “Records”) as shall be reasonably requested by
the Inspectors to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the
Company and its subsidiaries to supply all information reasonably requested by
any such Inspector in connection with the Shelf Registration Statement and
Prospectus.  Each Inspector shall agree
in writing with the Company that it will keep the Records and all such
information confidential and that it will not disclose, or use in connection
with any market transactions in violation of any applicable securities laws,
any Records or any such information that the Company determines, in good faith,
to be confidential and that it designates in writing are confidential unless
(i) the disclosure of such Records or information is necessary to avoid or
correct a misstatement or omission in the Shelf Registration Statement or Prospectus,
(ii) the release of such Records or information is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction, or
(iii) the information in such Records or the information supplied has been
made generally available to the public other than as a result of a disclosure
or failure to safeguard such information by an Inspector; provided, however,
that (A) each Inspector shall agree to use commercially reasonable efforts
to provide notice to the Company of the potential disclosure of any information
by such Inspector pursuant to clause (i), (ii) or (iii) of this sentence to
permit the Company to seek to obtain a protective order or other remedy (or
waive the provisions of this Section 4(o) and (B) each such Inspector shall
take such actions as are reasonably necessary to protect the confidentiality of
such information.


 


(p)           Comply with all
applicable rules and regulations of the Commission and make generally available
to the Company’s securityholders earnings statements satisfying the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar
rule


 


10
















 


promulgated under the
Securities Act) no later than forty-five (45) days after the end of any 12-month
period (or ninety (90) days after the end of any 12-month period if such period
is a fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Notes are sold to the managing underwriter or underwriters (if any)
in a firm commitment or best efforts underwritten offering and (ii) if not
sold to the managing underwriter or underwriters (if any) in such an offering,
commencing on the first (1st) day of the first fiscal quarter of the
Company after the effective date of the Shelf Registration Statement, which
statements shall cover said 12-month periods consistent with the requirements
of Rule 158 of the Securities Act.


 


(q)           Subject to the
limitations herein contained, use its best efforts to take all other steps
reasonably necessary to effect the registration of the Registrable Notes
pursuant to the Shelf Registration Statement.


 


(r)            Submit to the
Commission, within two (2) Business Days after the Company learns that no
review of the Shelf Registration Statement will be made by the staff of the
Commission or that the staff of the Commission has no further comments on the
Shelf Registration Statement, as the case may be, a request for acceleration of
effectiveness of the Shelf Registration Statement to a time and date not later
than forty-eight (48) hours after the submission of such request.


 


(s)           Promptly notify the
Holders in writing when the Shelf Registration Statement has been declared
effective.


 


Unless otherwise identified in writing to
the Company after the date hereof by the Holders of at least a majority in
aggregate principal amount of the Registrable Notes, counsel identified by the
Holders for purposes of Sections 4(d) and 4(g) shall be Akin Gump Strauss
Hauer & Feld LLP.


 


The Company may require each seller of
Registrable Notes as to which any registration is being effected to furnish to
the Company such information regarding such seller and the distribution of such
Registrable Notes as the Company may, from time to time, reasonably
request.  The Company may exclude from
such registration the Registrable Notes of any seller so long as such seller
fails to furnish such information within a reasonable time after receiving such
request.  Each seller as to which the
Shelf Registration Statement is being effected agrees to furnish promptly to
the Company all information required to be disclosed in order to make any
information previously furnished to the Company by such seller not materially
misleading.  If the Shelf Registration
Statement refers to any Holder by name or otherwise as the holder of any
securities of the Company, then such Holder shall have the right to require
(i) the insertion therein of language, in form and substance reasonably
satisfactory to such Holder, to the effect that the holding by such Holder of
such securities is not to be construed as a recommendation by such Holder of
the investment quality of the securities covered thereby and that such holding
does not imply that such Holder will assist in meeting any future financial
requirements of the Company, or (ii) in the event that such reference to
such Holder by name or otherwise is not required by the Securities Act or any
similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the Shelf Registration Statement filed
or prepared subsequent to the time that such reference ceases to be required.


 


11
















 


Each Holder of Registrable Notes agrees
by acquisition of such Registrable Notes that, upon receipt of any notice from
the Company (x) of the happening of any event of the kind described in
Section 4(d)(ii), Section 4(d)(iii), Section 4(d)(iv), or Section 4(d)(v)
hereof, or (y) that the Board of Directors of the Company (the “Board of Directors”),
after consulting with U.S. counsel, has determined that maintaining the
effectiveness of the Shelf Registration Statement would require disclosure of
non-public material information not in the best interests of the Company to
disclose, then the Company shall not be required to maintain the effectiveness
period thereof or amend or supplement the Shelf Registration Statement, for a
period (a “Delay Period”)
expiring upon the earlier to occur of (i) in the case of the immediately
preceding clause (x), such Holder’s receipt of the copies of the supplemented
or amended Prospectus contemplated by Section 4(l) hereof or until it is
advised in writing by the Company that the use of the applicable Prospectus may
be resumed, and has received copies of any amendments or supplements thereto,
or (ii) in the case of the immediately preceding clause (y), the date
which is the earlier of (A) the date on which such non-public material
information is disclosed in accordance with Section 4(l) hereof, or
(B) ten (10) days after the date on which the Company notifies the Holders
of such determination; provided, however, that in no event shall
the Company (i) delay the filing or effective date of the Shelf
Registration Statement beyond the time periods specified herein,
(ii) impose any Delay Period within 180 days of the expiration of a
previous Delay Period, or (iii) permit any Delay Period to exceed ten (10)
Business Days.  The Effectiveness Period
shall be extended by the number of days during any Delay Period.  Any Delay Period will not alter the
obligations of the Company to pay the Delay Fee under the circumstances set
forth in Section 3 hereof.


 


In the event of any Delay Period pursuant
to clause (y) of the preceding paragraph, notice shall be given as soon as
practicable after the Board of Directors makes such a determination of the need
for a Delay Period and shall state, to the extent practicable, an estimate of
the duration of such Delay Period and shall advise the recipient thereof of the
agreement of such Holder provided in the next succeeding sentence.  Each Holder, by acceptance of any Registrable
Note, agrees that during any Delay Period, such Holder will discontinue
disposition of such Registrable Notes pursuant to the Shelf Registration Statement
or Prospectus to be sold by such Holder and shall keep confidential the
existence of any Delay Period.


 


Section 5.              Registration Expenses


 


All fees and expenses incident to the
performance of or compliance with this Agreement by the Company (other than any
underwriting discounts or commissions and the fees and expenses of the
underwriters (including any “road show” or similar expenses)) shall be borne by
the Company, whether or not the Shelf Registration Statement is filed or
becomes effective, including, without limitation, (i) all registration and
filing fees (including, without limitation, fees and disbursements of counsel
in connection with blue sky qualifications of the Registrable Notes and
determination of the eligibility of the Registrable Notes for investment under
the laws of such jurisdictions as provided in Section 4(i) hereof,
(ii) printing expenses, including, without limitation, expenses of
printing certificates for Registrable Notes in a form eligible for deposit with
DTC and of printing prospectuses if the printing of prospectuses is requested
by the managing underwriter or underwriters (if any), or by the Holders of a
majority in aggregate principal amount of the Registrable Notes included in the
Shelf Registration Statement, (iii) messenger, telephone and delivery expenses,
(iv) fees and disbursements of counsel for the


 


12
















 


Company and fees and
disbursements of one special counsel for all of the sellers of Registrable
Notes which shall be Akin Gump Strauss Hauer & Feld LLP, or such other
counsel as may be chosen by a majority in aggregate principal amount of the
Registrable Notes covered by the Shelf Registration Statement (exclusive of any
counsel retained pursuant to Section 6 hereof), (v) fees and disbursements
of all independent certified public accountants of the Company referred to in
Section 4(n) hereof (including, without limitation, the expenses of any “cold
comfort” letters required by or incident to such performance),
(vi) Securities Act liability insurance, if the Company desires such
insurance, (vii) fees and expenses of all other Persons retained by the
Company, (viii) internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees of the Company
performing legal or accounting duties), (ix) the expense of any annual
audit, and (x) the expenses relating to printing, word processing and
distributing the Shelf Registration Statement, underwriting agreements,
indentures and any other documents necessary in order to comply with this
Agreement.  Notwithstanding the foregoing
or anything in this Agreement to the contrary, each Holder shall pay all
underwriting discounts and commissions of the managing underwriter or
underwriters (if any) with respect to any Registrable Notes sold by or on
behalf of it.


 


Section 6.              Indemnification


 


(a)           The Company agrees to
indemnify and hold harmless each Holder of Registrable Notes, each Person, if
any, who controls any such Person within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, the agents, employees,
officers and directors of each Holder and the agents, employees, officers and
directors of any such controlling Person (each, a “Participant”) from
and against any and all losses, liabilities, claims, damages and expenses
(including, but not limited to, attorneys’ fees and any and all out-of-pocket
expenses actually incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation (in the manner set forth
in clause (c) below)) (collectively, “Losses”) to which they or any of them may
become subject under the Securities Act, the Exchange Act or otherwise insofar
as such Losses (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained
in the Shelf Registration Statement (or any amendment thereto) or Prospectus
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) or any preliminary prospectus, or caused by, arising
out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the case of the Prospectus, in the light of the circumstances under
which they were made, not misleading, provided, that (i) the
foregoing indemnity shall not be available to any Participant insofar as such
Losses are caused by any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with information
relating to such Participant furnished to the Company in writing by or on
behalf of such Participant expressly for use therein, and (ii) that the
foregoing indemnity with respect to any preliminary prospectus shall not inure
to the benefit of any Participant from whom the Person asserting such Losses
purchased Registrable Notes if (x) it is established in the proceeding
related to such Losses that such Participant failed to send or give a copy of
the Prospectus (as amended or supplemented if such amendment or supplement was
furnished to such Participant prior to the written confirmation of such sale)
to such Person with or prior to the written confirmation of such sale, if
required by applicable law provided, that the Company shall have


 


13
















 


timely furnished to such
Participant a reasonable number of copies of same, and (y) the untrue
statement or omission or alleged untrue statement or omission was completely
corrected in the Prospectus (as amended or supplemented if amended or
supplemented as aforesaid) and such Prospectus does not contain any other
untrue statement or omission or alleged untrue statement or omission that was
the subject matter of a related proceeding; provided, however,
that this subsection (y) shall not affect any Participant’s rights under the
indemnity agreement contained in this Section 6(a) with respect to any Losses
arising out of or based upon any other untrue statement or omission or alleged
untrue statement or omission that was the subject matter of the proceeding
related to such Losses.  This indemnity
agreement will be in addition to any liability that the Company may otherwise
have, including, but not limited to, liability under this Agreement.


 


(b)           Each Holder of
Registrable Notes agrees by acquisition of such Registrable Notes, severally
and not jointly, to indemnify and hold harmless the Company, each Person, if
any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, and its agents, employees,
officers and directors and the agents, employees, officers and directors of any
such controlling Person from and against any Losses to which they or any of
them may become subject under the Securities Act, the Exchange Act or otherwise
insofar as such Losses (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Shelf Registration Statement (or any amendment thereto) or
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or any preliminary prospectus, or caused by,
arising out of or based upon any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in the case of the Prospectus, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that any such Loss arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information relating to
such Holder or related Participant furnished to the Company in writing by or on
behalf of such Holder or related Participant expressly for use therein.


 


(c)           Promptly after receipt
by an indemnified party under Section 6(a) or Section 6(b) above of notice of
the commencement of any action, suit or proceeding (collectively, an “Action”), such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the commencement of such Action
(but the failure so to notify an indemnifying party shall not relieve such
indemnifying party from any liability that it may have under this Section 6,
except to the extent that it has been prejudiced in any material respect by
such failure).  In case any such Action
is brought against any indemnified party, and it notifies an indemnifying party
of the commencement of such Action, the indemnifying party will be entitled to
participate in such Action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, assume the defense of such Action with
counsel reasonably satisfactory to such indemnified party.  Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such Action, but the reasonable fees and expenses of such
counsel shall be at the expense of such indemnified party or parties unless
(i) the employment of such counsel shall have been authorized in writing
by the


 


14
















 


indemnifying parties in
connection with the defense of such Action, (ii) the indemnifying parties
shall not have employed counsel to take charge of the defense of such Action
within a reasonable time after notice of commencement of such Action, or
(iii) the named parties to such Action (including any impleaded parties)
include such indemnified party and the indemnifying party or parties and, such
indemnified party or parties shall have been advised in writing by United
States counsel, that there may be defenses available to it or them that are
different from, additional to, or in conflict with, those available to the
indemnifying parties (in which case the indemnifying parties shall not have the
right to direct the defense of such Action on behalf of the indemnified party
or parties), in any of which events the fees and expenses of counsel shall be
borne by the indemnifying parties.  In no
event shall the indemnifying party be liable for the fees and expenses of more
than one counsel (together with appropriate local counsel) at any time for all
indemnified parties in connection with any one Action or separate but
substantially similar or related Actions arising in the same jurisdiction out
of the same general allegations or circumstances.  Any such separate firm for the Participants
shall be designated in writing by Participants who sold a majority in interest
of Registrable Notes sold by all such Participants and shall be reasonably
acceptable to the Company and any such separate firm for the Company, their
affiliates, officers, directors, representatives, employees and agents and such
control Person of such Person shall be designated in writing by the Company and
shall be reasonably acceptable to the Holders. 
An indemnifying party shall not be liable for any settlement of any
Action effected without its written consent, which consent may not be
unreasonably withheld.  No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened Action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding and does not include a statement
as to, or an admission of, fault, culpability or failure to act on behalf of
any indemnified party.


 


(d)           In order to provide for
contribution in circumstances in which the indemnity agreement provided for in
the preceding paragraphs of this Section 6 is applicable in accordance with its
terms but is determined to be legally unavailable from the indemnifying party
in respect of any Losses, each indemnifying party, in order to provide for just
and equitable contribution, shall contribute to the amount paid or payable by
such indemnified party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties,
on the one hand, and each indemnified party in connection with the statements or
omissions or alleged statements or omissions that resulted in such Losses, on
the other hand, from the sale of the Registrable Notes to the Holder or the
resale of the Registrable Notes by such Holder, as applicable.  The relative fault of the parties 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 Company on one
hand, or the Participants on the other, the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission, and any other equitable
considerations appropriate in the circumstances.


 


(e)           The parties agree that
it would not be just and equitable if contribution pursuant to this Section 6
were determined by pro rata allocation or by any other method of


 


15
















 


allocation that does not take into
account the equitable considerations referred to above.  Notwithstanding the provisions of this
Section 6, (i) in no case shall any Participant be required to contribute
any amount in excess of the amount by which the net profit received by such
Participant in connection with the sale of the Registrable Notes exceeds the
amount of any damages that such Participant has otherwise been required to pay
by reason of any untrue or alleged untrue statement or omission or alleged
omission and (ii) 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.  Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
Action against such party in respect of which a claim for contribution may be
made against another party or parties under this Section 6, notify such party
or parties from whom contribution may be sought, but the omission to so notify
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have under this
Section 6 or otherwise, except to the extent that it has been prejudiced in any
material respect by such failure; provided, however, that no
additional notice shall be required with respect to any Action for which notice
has been given under this Section 6 for purposes of indemnification.  Anything in this section to the contrary
notwithstanding, no party shall be liable for contribution with respect to any
Action settled without its written consent, provided, however,
that such written consent was not unreasonably withheld.


 


Section 7.              Rules 144 and 144A


 


The Company covenants that it will file
the reports required, if any, to be filed by it under the Securities Act and
the Exchange Act and the rules and regulations adopted by the Commission
thereunder in a timely manner in accordance with the requirements of the
Securities Act and the Exchange Act and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder or
beneficial owner of Registrable Notes, make available such information as
required by, and so long as necessary to permit sales of the Registrable Notes
pursuant to Rule 144A and Rule 144(k) under the Securities Act or any similar
rule or regulation hereafter adopted by the Commission.


 


Section 8.              Underwritten Registrations


 


If any of the Registrable Notes covered
by the Shelf Registration Statement are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Holders of a majority in aggregate
principal amount of such Registrable Notes included in such offering subject to
the consent of the Company (which will not be unreasonably withheld or
delayed).


 


No Holder of Registrable Notes may
participate in any underwritten registration hereunder if such Holder does not
(a) agree to sell such Holder’s Registrable Notes on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) complete and execute all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.


 


16
















 


Section 9.              Miscellaneous


 


(a)       No Inconsistent
Agreements.  The Company has not, as
of the date hereof, and shall not, after the date of this Agreement, enter into
any agreement with respect to any of its securities that is in conflict with or
is inconsistent with the rights granted to the Holders of Registrable Notes in
this Agreement.  The rights granted to
the Holders hereunder do not conflict with and are not inconsistent with the
rights granted to the holders of the Company’s other issued and outstanding
securities under any such agreements.


 


(b)           Adjustments
Affecting Registrable Notes.  The
Company shall not, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a
registration undertaken pursuant to this Agreement.


 


(c)           Amendments and
Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given except pursuant to a
written agreement duly signed and delivered by (i) the Company and
(ii) the Holders of not less than a majority in aggregate principal amount
of the then outstanding Registrable Notes; provided, however,
that (x) Section 6 and this Section 9(c) may not be amended, modified or
supplemented except pursuant to a written agreement duly signed and delivered
by the Company and each Holder (including any Person who was a Holder of
Registrable Notes disposed of pursuant to the Shelf Registration Statement)
affected by any such amendment, modification, waiver or supplement, and
(y) a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders of Registrable
Notes whose securities are being sold pursuant to the Shelf Registration
Statement and that does not directly or indirectly affect, impair, limit or
compromise the rights of other Holders of Registrable Notes may be given by
Holders of at least a majority in aggregate principal amount of the Registrable
Notes being sold pursuant to the Shelf Registration Statement.


 


(d)           Notices.  All notices, requests, demands, claims and
other communications (including, without limitation, any notices or other
communications to the Trustee) hereunder shall be in writing and shall be
(i) transmitted by hand delivery, (ii) mailed by first class,
registered or certified mail, postage prepaid, (iii) transmitted by
overnight courier, or (iv) transmitted by telecopy (with receipt confirmed
in writing), and in each case


 


(i)    if to the Company, at the address set forth below:


 


Grupo TMM, S.A.


Avenida de la Cúspide, No. 4755


Colonia Parques del Pedregal


C.P. 14010 Mexico, D.F.


Telephone:011-5255-5629-8866


Fax:           011-5255-5666-8899


Attention:  Juan Fernández


 


with a copy (which shall not constitute notice) to:


 


17
















 


Milbank, Tweed, Hadley & McCloy LLP


1 Chase Manhattan Plaza


New York, NY 10005


Telephone:212-530-5000


Fax:           212-530-5219


Attention:  Thomas C. Janson, Esq.


 


(ii)   if to a Holder, to the address, if any, of such
Holder in the Company’s records, with a copy (which shall not constitute
notice) to:


 


Akin Gump Strauss Hauer & Feld LLP


590 Madison Avenue


New York, NY 10022


Telephone:212-872-1000


Fax:           212-872-1002


Attention:  Steven H. Scheinman,
Esq.


 


(iii)  if to the Trustee, at the address set forth below:


 


The Bank of New York


101 Barclay Street, Floor 21W


New York, New York 10286


Telephone:212-328-3000


Fax:           212-238-3100


Attention:  Global Finance Unit


 


All notices, requests, demands, claims and other communications mailed
or transmitted in accordance with the foregoing shall be deemed to have been
given upon receipt.  Notices, requests,
demands, claims, and other communications by the Holders may be given by
counsel to the Holders.


 


Copies of all such notices, requests, demands, claims and other
communications shall be concurrently delivered by the Person giving the same to
the Trustee at the address and in the manner specified in the Indenture.


 


(e)           Successors, Assigns
and Transferees.  This Agreement
shall inure to the benefit of, be binding upon and be enforceable by the
successors, assigns and transferees of the Company and the Holders.


 


(f)            Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.


 


(g)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the meaning
hereof.


 


(h)           Governing Law.  THIS AGREEMENT SHALL IN ALL RESPECTS BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE


 


18
















 


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.


 


(i)            Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties hereto that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such
that may be hereafter declared invalid, illegal, void or unenforceable.


 


(j)            Securities Held by
the Company or Its Affiliates. 
Whenever the consent or approval of Holders of a specified percentage of
Registrable Notes is required hereunder, Registrable Notes held by the Company
or any of its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be deemed outstanding and shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


 


(k)           Third-Party
Beneficiaries.  Holders and
beneficial owners of Registrable Notes are intended third-party beneficiaries
of this Agreement, and this Agreement may be enforced by such Persons.  No other Person is intended to be, nor shall
be construed as, a third-party beneficiary hereof.


 


(l)            Entire Agreement.  This Agreement, together with the Indenture
and the collateral documents entered into in connection therewith, are intended
by the parties hereto as the final and exclusive statements of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein and therein and any and all prior oral or written agreements,
representations, or warranties, contracts, understandings, correspondence,
conversations and memoranda between the Holders on the one hand and the Company
on the other, or between or among any agents, representatives, parents,
subsidiaries, affiliates, predecessors in interest or successors in interest
with respect to the subject matter hereof and thereof are merged herein and
replaced hereby.


 


(m)          Further Assurances.  From and after the date of this Agreement,
upon the request of any Holder, the Company will execute and deliver such
instruments, documents or other writings, and take such other actions, as are
customarily delivered or taken in connection with transactions such as those
contemplated by this Agreement and as may be reasonably necessary or desirable
to carry out and to effectuate fully the intent and purposes of this Agreement.


 


(n)           Remedies.  In addition to being entitled to exercise all
rights provided herein or granted by law, including recovery of damages, each
Holder and the Company acknowledges and agrees that the other parties hereto
may be damaged irreparably if any


 


19
















 


provision of this Agreement
were not performed in accordance with its specific terms or were otherwise breached.  Accordingly, the parties hereto will be
entitled to seek an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to seek to enforce specifically this Agreement
and its provisions in any action or proceeding instituted in any New York State
or Federal court sitting in the Borough of Manhattan in The City of New York
having jurisdiction over the parties hereto and the matter, in addition to any
other remedy to which they may be entitled, at law or in equity.  Except as expressly provided herein, the
rights, obligations and remedies created by this Agreement are cumulative and
in addition to any other rights, obligations or remedies otherwise available at
law or in equity.  Except as expressly
provided herein, nothing herein will be considered an election of remedies.


 


(o)           Submission to
Jurisdiction.  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.  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.


 


(p)           By the execution and
delivery of this Agreement, the Company and the Guarantors hereby appoint CT
Corporation System as their respective authorized agent upon which process may
be served in any legal action or proceeding which may be instituted in any
Federal or State court in the Borough of Manhattan, The City of New York,
arising out of or relating to this Agreement. 
Service of process upon such agent at the office of such agent at 1633
Broadway, New York, New York 10019, and written notice of said service to the
Company and the Guarantors at the respective addresses set forth in Section 9(d)
of this Agreement, shall be deemed in every respect effective service of
process upon the Company and the Guarantors in any such legal action or
proceeding.  Such appointment shall be
irrevocable so long as the Holders of Notes shall have any rights pursuant to
the terms thereof or of this Agreement until the appointment of a successor by
the Company and the Guarantors and such successor’s acceptance of such
appointment.  Each of the Company and the
Guarantors further agree to take any and all actions, including the execution
and filing of any and all such documents and instruments, as may be necessary
to continue such designation and appointment of such agent or successor.


 


[SIGNATURE
PAGES FOLLOW]


 


20
















 


	
   

  	
  GRUPO
  TMM, S.A.,

  
	
   

  	
  as the
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


S-1
















 


	
   

  	
  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

  
					



 


2
















 


	
   

  	
  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

  



 


3
















 


	
   

  	
  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

  



 


4
















 


	
   

  	
  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

  



 


5
















 


	
   

  	
  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

  



 


6
















 


SCHEDULE I


 


GUARANTORS


 


Operadora De Apoyo Logístico, S.A. De C.V.


 


Compañía Arrendadora TMM, S.A. De C.V.


 


Transportes Marítimos México, S.A.


 


División De Negocios Especializados, S.A.


 


Inmobiliaria TMM, S.A. De C.V.


 


Lacto Comercial Organizada, S.A. De C.V.


 


Línea Mexicana TMM, S.A. De C.V.


 


Naviera Del Pacifico, S.A. De C.V.


 


Operadora Marítima TMM, S.A. De C.V.


 


Operadora Portuaria De Tuxpan, S.A. De C.V.


 


Personal Marítimo, S.A. De C.V.


 


Servicios Administrativos De Transportación, S.A. De C.V.


 


Servicios De Logística De México, S.A. De C.V.


 


Servicios En Operaciones Logísticas, S.A. De C.V.


 


Servicios En Puertos Y Terminales, S.A. De C.V.


 


Terminal Marítima De Tuxpan, S.A. De C.V.


 


TMG Overseas, S.A.


 


TMM Agencias, S.A. De C.V.


 


TMM Holdings,
S.A. De C.V.


 


TMM Logistics, S.A. De C.V.


 


Transportación Portuaria Terrestre, S.A. De C.V.


 


7