Exhibit
10.29


 


Execution
Copy


 


 


FIRST AMENDMENT TO


VOTING AGREEMENT


 


 


GRUPO TMM, S.A.


 


 


- and -


 


 


SUPPORTING NOTEHOLDERS


 


 


Dated as of March 31, 2004


 

















 


FIRST AMENDMENT TO VOTING AGREEMENT


 


This FIRST AMENDMENT TO
VOTING AGREEMENT, dated as of March 31, 2004, is entered into by and among (a)
Grupo TMM, S.A., a corporation (sociedad anomina) organized under the laws
of the United Mexican States (the “Company”), and (b) the Supporting
Noteholders (as defined in the Voting Agreement which is defined below).


 


RECITALS:


 


The
Company and the Supporting Noteholders previously entered into that certain
Voting Agreement dated as of December 9, 2003 (the “Voting  Agreement”).


 


As of the date hereof,
Supporting Noteholders that beneficially own (or that are investment managers
or advisors for the beneficial owners of) approximately 69.8% of the aggregate
principal amount of Existing Notes are party to the Voting Agreement.


 


The
Company and certain of the Supporting Noteholders desire to amend the Voting
Agreement as provided herein.


 


Pursuant to Section 12
of the Voting Agreement, the Voting Agreement may be amended in a writing
signed by the Company and the Required Noteholders (as determined at such
time).


 


Therefore,
in consideration of the premises and the mutual covenants and agreements set
forth in this First Amendment to Voting Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of the parties signatory to this First Amendment to Voting
Agreement, intending to be bound hereby, agrees as follows:


 


AGREEMENT:


 


1.               Amendment of Section 1.  The following
definitions, as applicable, shall be added in alphabetical order to Section 1
of the Voting Agreement or shall be deemed to replace in their entirety the
corresponding definitions contained in Section 1 of the Voting Agreement:


 


“Alternative
Bankruptcy Plan” means a pre-negotiated plan of reorganization under
Chapter 11 of the Bankruptcy Code 


 


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pursuant to which
consents will be solicited subsequent to the commencement of the Bankruptcy
Proceeding or a Concurso plan of reorganization, in either event on the terms
and conditions described in the Term Sheet.


 


“Delay Fee” means
with respect to any Existing Notes, an amount equal to the amount of interest
that would accrue during any Delay Period with respect to such Existing Notes
equal to the difference between the Delay Period Rate and the rate of interest
that would otherwise be applicable during such Delay Period.


 


“Delay Period”
shall have the meaning set forth in Section 8(g) of this Agreement.


 


“Delay Period Rate”
means an interest rate of 13.5% per annum, calculated on the basis of a 360-day
year of twelve 30-day months.


 


“Escrow Agreement”
means the Escrow Agreement dated as of January 13, 2004 between the Company and
Wells Fargo, N.A., as escrow agent, in favor of the Supporting Noteholders.


 


“Outside Date”
means September 30, 2004.


 


“Term Sheet”
means that certain Term Sheet attached as Annex A to this Agreement,
which sets forth the material terms and conditions of the Restructuring and the
New Notes, as amended by Section 30 of this Agreement, by Section 5 of the
Escrow Agreement and by the First Amendment to Voting Agreement dated as of March 31,
2004 among the Company and Supporting Noteholders.


 


2.               Amendment of Section 2.  The following sentence
is hereby added at the end of Section 2:


 


Furthermore, if the Exchange Offer is not
commenced (as provided in Section 3(c)(ii) below) but the Supporting
Noteholders then party to this Agreement shall hold at least 66 2/3% of the
aggregate principal amount of the Existing Notes, then the Company shall use
commercially reasonable efforts to pursue the Restructuring through a
Bankruptcy Proceeding pursuant to the Bankruptcy Plan or the Alternative
Bankruptcy Plan.


 


3.               Amendment of Section 3(c).  Section 3(c) of the
Voting Agreement is hereby deleted in its entirety and replaced with the
following:


 


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(i)                                     If the Exchange Offer and Bankruptcy
Plan Solicitation is commenced and all of the conditions to the Exchange Offer
have not been sooner satisfied and/or waived, but Sufficient Consents are
received, then within 30 Business Days following the commencement of the
Exchange Offer or five Business Days following the expiration of the Exchange
Offer, whichever is later, the Company shall commence the Bankruptcy Proceeding
in accordance with the Bankruptcy Plan; provided, however, that if the Company
is using commercially reasonable efforts to commence a Concurso, the date to
commence the Bankruptcy Proceeding hereunder shall be extended by 30 days.


 


(ii)                                  Provided
that the Supporting Noteholders then party to this Agreement shall hold at
least 66 2/3% of the aggregate principal amount of Existing Notes, if for any
reason (A) the Registration Statement shall not have been declared effective by
the SEC or the Exchange Offer shall not have been commenced on or before May
21, 2004, or (B) (x) the Registration Statement shall have been declared
effective in circumstances under which the New Notes to be received by the
Supporting Noteholders (who are not “affiliates” of the Company (as defined
under the Securities Act)) will not be covered by the registration statement on
Form F-4 filed in connection with the Exchange Offer so as to be freely
transferable under the Securities Act upon issuance thereof on the Settlement
Date without further registration and (y) the Company shall not be eligible
under the Securities Act and the rules and regulations promulgated thereunder
to commence and complete a registered “A/B Exchange Offer” the effect of which
will be to make the registered New Notes issued in such “A/B Exchange Offer”
freely transferable under the Securities Act upon receipt thereof by the
Supporting Noteholders (who are not “affiliates” of the Company (as defined
under the Securities Act)) participating in such exchange offer without further
registration and without prospectus delivery requirements under the Securities
Act for such Supporting Noteholders (subject to the Supporting


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Noteholders making
customary representations required in connection with such exchange offers),
then, in the case of either (A) or (B), the Company
shall take all steps necessary to prepare to commence the Bankruptcy Proceeding
and shall, on or before June 15, 2004 (unless in the case of (A), the Exchange
Offer shall have been commenced before such date), commence the Bankruptcy
Proceeding in accordance with the Bankruptcy Plan (with respect to the
Bankruptcy Plan Solicitation, if it has been completed, but not the Exchange
Offer) or the Alternative Bankruptcy Plan.


 


(iii)                               The Company shall consult in advance
with the Ad Hoc Noteholders’ Committee and its counsel with respect to whether
the Bankruptcy Proceeding shall be commenced under the laws of the United
States or the laws of Mexico, it being understood that the determination of
where to file the Bankruptcy Proceeding shall be made solely by the Company.


 


(iv)                              The initial term of the Exchange
Offer shall not exceed twenty-one (21) Business Days.


 


 


4.               Amendment of Section 8(a).  Section 8(a) of the
Voting Agreement is hereby deleted in its entirety and replaced with the
following:


 


The following shall constitute a default by
the Company hereunder (a “Company Default”):


 


(i)                                                             except as provided in any other
clause of this Section 8(a), if the Company shall breach, or fail to perform or
comply with, in any material respect, any of its representations, warranties,
covenants or obligations under this Agreement, or incorporated by reference
herein (other than the provisions of Section 3(c)(ii) of this Agreement), and
such breach shall not have been cured within five Business Days after receipt
of notice from the Required Noteholders of such breach; without limiting the
foregoing, a failure to comply with the provisions of Section 3(c)(ii) shall
not be a Company Default;


 


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(ii)                                                          if the Exchange Offer shall not have
been commenced within five Business Days of the SEC declaring the Registration
Statement effective, unless either (A) the Bankruptcy Proceeding shall have
been commenced on or before such date or (B) the Registration Statement has
been declared effective in circumstances such that, pursuant to Section
3(c)(ii)(B), the Company has agreed not to commence the Exchange Offer;


 


(iii)                                                       if the Exchange Offer has been
commenced and the Minimum Tender Condition and all other conditions to the
Exchange Offer shall have been satisfied (or waived in accordance with
the terms hereof), and, except as provided in Section 3(c)(ii)(B) of this
Agreement, the Exchange Offer shall not have been consummated within five
Business Days following the satisfaction (or waiver in accordance with the
terms hereof) of the last of such conditions to be satisfied (or waived in
accordance with the terms hereof);


 


(iv)                                                      if the Exchange Offer has been
commenced and one or more of the conditions to the Exchange Offer shall not
have been satisfied (or waived in accordance with the terms hereof), but
Sufficient Consents have been received, and no Bankruptcy Proceeding shall have
been commenced on or before 30 Business Days following the commencement of the
Exchange Offer or five Business Days following the expiration of the Exchange
Offer, whichever is later, except that if the Company is using commercially
reasonable efforts to commence a Concurso, this period shall be extended by an
additional 30 Business Days; or


 


(v)                                                         if the Registration Statement shall
have been filed, or the Exchange Offer or the Bankruptcy Plan or Alternative
Bankruptcy Plan shall have been commenced, or any of the foregoing shall have
been amended, in any event on terms and conditions that differ, in any material
respect, from the terms and conditions set forth in the Term Sheet or this
Agreement (including, but not limited to, the inclusion therein of any
condition to the Restructuring


 


5

















 


not specified in the Term Sheet or this
Agreement or the waiver of any condition, including but not limited to the
Minimum Tender Offer Condition (but excluding other customary tender offer
conditions, provided the Company shall be required to use commercially
reasonable efforts to satisfy all such conditions), specified in the Term Sheet
or this Agreement without the consent of the Required Noteholders), if such
breach shall not have been cured within three Business Days after receipt of
notice from the Required Noteholders of such breach.


 


For purposes of clause (i) of this Section
8(a), a breach shall include, but not be limited to, (x) any failure of the
Company to comply with its obligations under (or incorporated by reference in)
Section 30 of this Agreement and (y) any failure of the Company to pay the fees
of counsel and the financial advisors to the Ad Hoc Noteholders’ Committee in
accordance with the respective engagement agreements.


 


5.               Amendment of Section 8(c).  Section 8(c) of the
Voting Agreement is hereby deleted in its entirety and replaced with the
following:


 


The Required Noteholders shall have the
right to terminate this Agreement in its entirety, and each Supporting
Noteholder shall have the right to terminate this Agreement with respect to
itself only, at any time prior to the Settlement Date if any of the following
events shall occur:


 


(i)                                     there shall have occurred a Company
Default;


 


(ii)                                                          after July 22, 2004, provided that
the Company may (by notice given to counsel to the Supporting Noteholders as
identified in Section 16 of this Agreement not later than July 22, 2004) extend
this date to a date not later than August 5, 2004 in connection with an
extension of the Exchange Offer, and provided, further, that if a Bankruptcy
Proceeding shall have been commenced on or before July 22, 2004 or August 5,
2004, as applicable, such date shall be the Outside Date;


 


(iii)                                                       an order shall have been entered
that has the


 


6

















 


practical effect of
preventing or delaying confirmation of the Bankruptcy Plan or Alternative
Bankruptcy Plan on or before the 
Outside Date, and such order is not stayed, reserved or vacated before
the earlier of 30 days thereafter or the Outside Date;


 


(iv)                                                      the bankruptcy court shall have
denied confirmation of the Bankruptcy Plan or Alternative Bankruptcy Plan and
the Company shall have failed to file a new or amended plan that is a
Bankruptcy Plan or Alternative Bankruptcy Plan before the earlier of 30 days
thereafter or the Outside Date;


 


(v)                                                         the Bankruptcy Proceeding shall have
been converted to a case under Chapter 7 or a liquidating Chapter 11 of the
Bankruptcy Code or a bankruptcy liquidation proceeding under Mexican law;


 


(vi)                                                      there shall have been issued or
reinstated any medida  cautelar, suspension order or similar
order by a court or other governmental body of competent jurisdiction that
affects or could affect the Company’s obligations with respect to the Existing
Notes or this Agreement and (A) such proceeding or order was issued or
reinstated at the request or with the acquiescence of the Company or (B) in all
other circumstances, if such order is not stayed, reversed or vacated before
the earlier of 30 days thereafter or the Outside Date; or


 


(vii)                                                   if the Company shall pay any sum on
account of any judgment granted in favor of any holder of Existing Notes or
shall enter into any settlement of compromise thereof, without the consent of
the Supporting Noteholders.


 


6.               Amendment of Section 8(d).  Section 8(d) of the
Voting Agreement is hereby deleted in its entirety and replaced with the
following:


 


The Company shall have the right to
terminate this Agreement at any time prior to the Settlement Date if any of the
following events shall occur:


 


7

















 


(i)                                     after July 22, 2004 (or August 5,
2004, solely if the Company shall have extended this date as provided in
Section 8(c)(ii)), provided that if a Bankruptcy Proceeding shall have been
commenced on or before July 22, 2004, or August 5, 2004, as applicable, such
date shall be the Outside Date; provided, however, that the
Company shall not have any right of termination pursuant to this clause if (x)
there shall have occurred any Company Default or (y) the Company has not
complied with its agreements as set forth in Section 3(c)(ii) of this Agreement
and has not cured such non-compliance by either launching the Exchange Offer or
commencing the Bankruptcy Proceeding, as applicable.


 


7.               Amendment of Section 8(f).  Section 8(f) of the
Voting Agreement is hereby deleted in its entirety and replaced with the
following:


 


Upon any termination of this Agreement, no
party shall have any further obligation or liability hereunder except no party
shall be relieved of any liability for damages resulting from its breach of any
representation, warranty, covenant or obligation that occurred prior to the
termination of this Agreement, it being expressly agreed that a Company Default
or a Noteholder Breach shall be deemed to be a breach of an obligation under
this Agreement.  Upon a breach of any
representation, warranty, covenant or obligation that occurred prior to the
termination of this Agreement, which shall expressly include the occurrence of
either a Company Default or a Noteholder Breach, each party shall have whatever
rights, claims or entitlements for damages it may have under law or equity for
such breach (including, but not limited to, the relief specified in Section 20
of this Agreement); provided,
however,
that notwithstanding the foregoing or the first sentence of this Section 8(f),
if the Supporting Noteholders shall have the right to receive the Additional
New Notes on the terms and subject to the conditions provided in (or
incorporated by reference in) Section 30 hereof, and/or the Supporting
Noteholders have the right to receive the Delay Fee as provided in Section 8(g)
hereof, then receipt of such Additional New Notes and/or Delay Fee, as
applicable, shall be deemed liquidated damages and the Supporting Noteholders
shall not be entitled to, and hereby expressly waive in such circumstances, all
other claims,


 


8

















 


rights or entitlements for damages resulting
from a breach of this Agreement prior to termination hereof (except for the
right to receive Delay Fee pursuant to Section 8(g).  Upon the
consummation of the Restructuring, neither the Company nor any Supporting
Noteholder shall have any further obligation or liability hereunder, except as
provided in Section 32 of this Agreement.


 


8.               New Section 8(g).  A new Section is hereby inserted into the
Voting Agreement immediately after Section 8(f) and before Section 9, as
follows:


 


(g)              If


 


(i)                  the Company has not commenced the
Bankruptcy Proceeding on or before June 15, 2004, to the extent required by
Section 3(c)(ii) of this Agreement,


 


(ii)               the Company has not launched the
Exchange Offer, consummated the Exchange Offer or commenced the Bankruptcy
Proceeding on or before July 22, 2004 or August 5, 2004, as applicable, in
accordance with Section 8(c)(ii) of this Agreement, or


 


(iii)            a Company Default within the meaning
of Sections 8(a)(ii), 8(a)(iii), or 8(a)(iv) of this Agreement has occurred and
is continuing,


 


then the Supporting Noteholders then
party to this Agreement (and not in default hereunder) shall be entitled to
receive the Delay Fee with respect to the Existing Notes held by such
Supporting Noteholders for the period from
and after (A) June 15, 2004 (in the case of clause (i) of this
Section 8(g)), or (B) July 22, 2004 (in the case of clause (ii) of this Section
8(g)), or (C) the date of such Company Default (in the case of clause (iii) of
this Section 8(g)), as applicable, to and
including the earliest to occur of (w) the date the Company
commences the Bankruptcy Proceeding (or in the case of Section 8(g)(i) only,
launches the Exchange Offer if permitted under Section 3(c)(ii) of this
Agreement), (x) the date the Company cures the applicable Company Default under
subclause (iii) above, by launching the Exchange Offer, consummating the
Exchange Offer or commencing the Bankruptcy Proceeding, whichever is
applicable, (y) the Outside Date, and (z) the Settlement Date (any such period,
the “Delay Period”); provided, however,


 


9

















 


that if the Settlement
Date does not occur pursuant to the Exchange Offer and the Outside Date occurs
after the commencement of the Bankruptcy Proceeding, then the Delay Fee shall
be deemed to have accrued on all Existing Notes and all Noteholders will be
entitled to receive the Delay Fee for the applicable Delay Period.


 


The Delay Fee under this
Section 8(g), whether accrued on all Existing Notes or only on the Existing
Notes held by Supporting Noteholders:


 


(i)                                     shall be paid in the form of
Additional Notes;


 


(ii)                                  the Additional New Notes
representing the Delay Fee shall be delivered on the earlier to occur of the
Outside Date, and the Settlement Date; and


 


(iii)                               (x) if the Settlement Date occurs
pursuant to the Exchange Offer or if the Outside Date occurs before
commencement of the Bankruptcy Proceeding, then the Delay Fee shall accrue only
on the Existing Notes held by the Supporting Noteholders (who are not the in
default hereunder) and shall be delivered to such Supporting Noteholders at the
same time in and in the same manner as all other of the Additional New Notes
are delivered in accordance with the Term Sheet and the Escrow Agreement, and
(y) if the Settlement Date does not occur pursuant to the Exchange Offer and
the Outside Date occurs after the commencement of the Bankruptcy Proceeding,
then Delay Fee shall be deemed to have accrued on all Existing Notes and shall
be distributed to all Noteholders in accordance with the Bankruptcy Plan or the
Alternative Bankruptcy Plan.


 


For the avoidance of
doubt, if clause (iii)(y) of the preceding sentence is applicable, then all
Additional New Notes (including any Additional New Notes issued on account of
the Delay Fee) will be distributed as provided in the Bankruptcy Plan or the
Alternative Bankruptcy Plan, in lieu of the distribution only to Supporting Noteholders
provided for in the Term Sheet and the Escrow Agreement, but otherwise in
compliance with the Term Sheet and the Escrow Agreement.


 


This Section 8(g) shall
survive termination of this Agreement.


 


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9.               Amendment of Certain Provisions.  In each of Sections 5,
11 and 26 of the Voting Agreement and in the definition of “Bankruptcy Plan
Solicitation” and “Restructuring Documents” in Section 1 of the Voting
Agreement, in each instance where the term “the Bankruptcy Plan” appears the
words “or the Alternative Bankruptcy Plan” shall be deemed inserted immediately
thereafter.


 


10.         Amendment of Term Sheet.    The Term Sheet is
hereby amended as follows:


 


(a)          In the Section of the Term Sheet entitled “Escrow of Additional
New Notes”, in the first paragraph of such Section, the words “June 30, 2004”
are hereby deleted and replaced with the words “September 30, 2004”, so that
the defined term the “Outside Date” is amended to mean September 30, 2004.


 


(b)         The Section
of the Term Sheet entitled “Registration” is hereby amended to be consistent
with Section 32 of the Voting Agreement and in the case of any inconsistency
between Section 32 of the Voting Agreement and the section of the Term Sheet
entitled “Registration”, the terms of Section 32 of the Voting Agreement shall
govern.


 


11.         New Section 32.  A new Section is hereby inserted into the
Voting Agreement immediately after Section 31 thereof, as follows:


 


32.                                 Registration of New Notes; “A/B
Exchange”.


 


(a)                                  If
for any reason the New Notes and/or Additional New Notes to be received by the
Supporting Noteholders who are not “affiliates” of the Company (as defined
under the Securities Act) will not be covered by the registration statement on
Form F-4 filed in connection with the Exchange Offer so as to be freely
transferable under the Securities Act upon issuance thereof on the Settlement
Date without further registration, then (i) (A) if the Company is eligible and
able under the Securities Act and the rules and regulation promulgated
thereunder, the Company shall commence and complete a registered “A/B Exchange
Offer” on a registration statement on Form F-4 with respect to the unregistered
New Notes held by the Supporting Noteholders such that the registered New Notes
issued
in such “A/B Exchange Offer” will be freely transferable under 


 


11

















 


the Securities Act
upon receipt thereof by the Supporting Noteholders (who are not “affiliates” of
the Company (as defined under the Securities Act)) participating in such
exchange offer without further registration and without prospectus delivery
requirements under the Securities Act for such Supporting Noteholders (subject
to the Supporting Noteholders making customary representations required in
connection with such exchange offer) or (B) if for any reason the Company shall
not be eligible or shall be unable under the Securities Act and the rules and
regulations promulgated thereunder to commence and complete a registered “A/B
Exchange Offer,” the Company shall register on a
registration statement on Form F-1 (or a registration statement on Form F-3, if
such Form may then be utilized by the Company) such unregistered Notes for
resale by the Supporting Noteholders from time to time in accordance with
Rule 415 promulgated by the SEC under the Securities Act, and (ii)on or
before the Settlement Date, the Company shall enter into a registration rights
agreement in favor of the Supporting Noteholders (in form and substance
satisfactory to the Supporting Noteholders and their counsel) covering the
registrations described in clauses (i)(A) and (B), above, that will contain
customary terms and conditions, including, without limitation, with respect to
(x) the right of the Supporting Noteholders and their counsel to review and
comment on the registration statement, prospectus and all amendments and
supplements thereto, (y) the payment by the Company of the registration
expenses and all expenses (including fees of counsel and advisors) of the Supporting
Noteholders in connection therewith and (z) indemnification and
contribution by the Company of and to the Supporting Noteholders.  Any such resale registration statement shall
be declared effective no later than 30 days after the Settlement Date and such
registration statement shall remain effective until such time as all, but not
less than all, of such unregistered Notes have been sold, transferred, assigned
or disposed of by the Supporting


 


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Noteholders pursuant to such registration
statement or are freely transferable by such Supporting Noteholders under Rule
144(k) under the Securities Act.


 


(b)                                 If the Company is required to proceed with an “A/B Exchange
Offer” or a resale registration pursuant to this Agreement, then the Company
shall use its best efforts to (i) cause the registration statement on Form F-4
with respect to such “A/B Exchange Offer” (as described in Section 32(a)(i)(A)
of this Agreement, an “A/B Registration Statement”)) or the resale
registration on a registration statement on Form F-1 (or a registration
statement on Form F-3, if such Form may then be utilized by the Company) (as
described in Section 32(a)(i)(B) of this Agreement, a “Resale Registration
Statement” and, together with an A/B Registration Statement, the “Follow-on
Registration Statement”) to become effective on or before the 30th
day after the Settlement Date or the Outside Date, as applicable, and (ii)
consummate such “A/B Exchange Offer” on or before the earlier of (A) the 75th
day after either the Settlement Date or the Outside Date, as applicable, and
(B) the 25th Business Day after the effective date of the A/B
Registration Statement.  If the
Follow-on Registration Statement has not become effective on or before the date
specified in clause (i) of the preceding sentence, or the “A/B Exchange Offer”
has not been consummated on or before the date specified in clause (ii) of the
preceding sentence, then the interest accruing on such unregistered New Notes
(A) shall increase by 25 basis points commencing on the date specified in
clause (i) or (ii) of the preceding sentence, as applicable, and shall continue
at such rate until either the Follow-on Registration Statement is effective or
the “A/B Exchange Offer” is consummated, as applicable, and (B) shall increase
by an additional 25 basis points each 90th day after such initial
rate increase, until either the Follow-on Registration Statement is effective
or the “A/B Exchange Offer” is consummated, as applicable; provided that in no
event shall the interest rate on such


 


13

















 


unregistered New Notes be increased by more
than 2%.  Any such additional interest
shall be calculated in the same manner, and paid at the same time and manner as
each semi-annual payment of interest on the New Notes.


 


12.         No Other Changes.  Except as expressly set forth in this First
Amendment to Voting Agreement, all provisions of the Voting Agreement shall
remain unmodified and in full force and effect.


 


13.         Counterparts.  This First Amendment to Voting 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 telecopier shall be effective as delivery of a manually executed
counterpart.  Any Supporting Noteholder
may become party to this First Amendment to Voting Agreement on or after the
date hereof by executing and delivering a signature page to this First
Amendment to Voting Agreement.


 


14.         Effective Date.  In accordance with Section 12 of the Voting
Agreement, this First Amendment to Voting Agreement shall be effective upon the
Company and the Required Noteholders becoming parties hereto by executing and
delivering a signature page to this First Amendment to Voting Agreement.


 


15.         Certain Definitions.  Capitalized terms used herein and not
otherwise defined herein shall have the respective meaning ascribed to them in
the Voting Agreement.


 


16.         Public Disclosure.  Upon the execution and delivery of this
First Amendment to Voting Agreement by the Required Noteholders and the
Company, the Company shall (i) issue a press release in the form annexed
hereto as Annex A, (ii) file a Report on Form 6-K with the SEC and
an analogous report with the CNBV containing such press release, together with
a copy of this First Amendment to Voting Agreement and (iii) if required by
applicable law, file an amendment to the Company’s Registration Statement on
Form F-4 with respect to the Exchange Offer with the SEC, reflecting the
amendments to the Voting Agreement pursuant hereto.


 


[SIGNATURES ON NEXT PAGE]


 


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IN
WITNESS WHEREOF, each of the parties to this First Amendment to Voting
Agreement has caused this First Amendment to Voting Agreement to be executed
and delivered by its duly authorized officers as of the date first written
above.


 


	
   

  	
  GRUPO
  TMM, S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  Av. De la Cuspide #4755

  
	
   

  	
   

  	
   

  	
  Col. Parques del Pedregal

  
	
   

  	
   

  	
   

  	
  C.P. 14010 Mexico, D.F.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SUPPORTING NOTEHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Principal Amount of
  Existing 

  
	
   

  	
   

  	
  Notes:

  	
  $               2003
  Notes

  
	
   

  	
   

  	
   

  	
  $               2006
  Notes

  
							



 


15

















 


Execution Copy


Annex
A


 





 


 


	
  GRUPO TMM
  COMPANY CONTACTS:

  	
   

  	
  AT DRESNER
  CORPORATE SERVICES:

  
	
   

  	
   

  	
   

  
	
  Brad Skinner, Senior Vice President

  	
   

  	
  Kristine Walczak
  (general investors, analysts and media)

  
	
  Investor Relations

  	
   

  	
  (kwalczak@dresnerco.com)

  
	
  011-525-55-629-8725 or 203-247-2420

  	
   

  	
  312-726-3600

  
	
  (brad.skinner@tmm.com.mx)

  	
   

  	
   

  



 


Marco Provencio


Media Relations, Proa/StructurA


011-525-55-629-8708 and 011-525-55-442- 4948


(mp@proa.structura.com.mx)


 


TMM ANNOUNCES EXTENSION OF AGREEMENT WITH
BONDHOLDER COMMITTEE


 


(Mexico City, [   ], 2004) – Grupo TMM, S.A. (NYSE: TMM and
BMV: TMM A; “TMM”) announced
it has reached an agreement on an extension of the target dates for
effectuating its previously announced agreement on the principal terms of a
restructuring with an ad hoc committee of bondholders representing more than
69% of its 91⁄2% Notes due 2003 and its 101⁄4% Senior Notes due 2006 (together, the
“Existing Notes”), in the aggregate principal amounts outstanding of $176.9
million and $200 million, respectively. 
The restructuring will be accomplished through a registered exchange
offer of new senior secured notes due 2007 for the Existing Notes, together
with a consent solicitation and prepackaged plan solicitation.


 


TMM has
submitted a Report on Form 6-K to the U.S. 
Securities and Exchange Commission which includes the First Amendment to
Voting Agreement setting forth the extended dates, and interested parties are
referred to such filing and its exhibits for a more complete description
thereof.  This announcement is neither
an offer to purchase nor a solicitation of an offer to sell Grupo TMM
Notes.  The exchange offer and consent
solicitation, when made, will not be made to, nor will tenders be accepted
from, or on behalf of, holders of Existing Notes in any jurisdiction in which
the making of exchange offers and consent solicitations or the acceptance
thereof would not be in compliance with the laws of such jurisdiction.  In any jurisdiction where securities, blue
sky laws or other laws require exchange offers and consent solicitations to be
made by a licensed broker or dealer, the exchange offers and consent
solicitations will be deemed to be made on behalf of Grupo TMM by the dealer
manager or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.


 


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Headquartered
in Mexico City, Grupo TMM is a Latin American multimodal transportation
company. Through its branch offices and network of subsidiary companies, Grupo
TMM provides a dynamic combination of ocean and land transportation services.
Grupo TMM also has a significant
interest in TFM, which operates Mexico’s Northeast railway and carries over 40
percent of the country’s rail cargo. Grupo TMM’s web site address is
www.grupotmm.com and TFM’s web site is www.tfm.com.mx.


 


Included in this press release are certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.  Such forward-looking statements are based on
the beliefs of the Company’s management as well as on assumptions made.  Actual results could differ materially from
those included in such forward-looking statements.  Readers are cautioned that all forward-looking statements involve
risks and uncertainty.  The following
factors could cause actual results to differ materially from such forward-looking
statements: global, US and Mexican economic and social conditions; the effect
of the North American Free Trade Agreement on the level of US-Mexico trade; the
condition of the world shipping market; the success of the Company’s investment
in TFM, S.A. de C.V. and other new businesses; risks associated with the
Company’s reorganization and asset sale programs; the ability of the Company to
reduce corporate overhead costs; the ability of management to manage growth and
successfully compete in new businesses, and the ability of the Company to
repay, restructure  or refinance its
indebtedness.  These risk factors and
additional information are included in the Company’s reports on Form 6-K and
20-F on file with the Securities and Exchange Commission.


 


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