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EXHIBIT 10.24
EXECUTION COPY
AMENDMENT NUMBER ONE TO
SERIES 2002-A SUPPLEMENT AND CONSENT
THIS AMENDMENT NUMBER ONE TO SERIES 2002-A SUPPLEMENT AND CONSENT, dated as
of December 10, 2002 (herein called this "AMENDMENT & CONSENT"), is entered into
among GRUPO TMM, S.A. ("TMM"), as a Seller, Sellers' Representative, Guarantor
and Servicer, those certain wholly-owned subsidiaries of TMM which are
signatories to this Supplement (each a "SELLER" and together with TMM,
collectively, the "SELLERS"), The Bank of New York, a New York banking
corporation, as Trustee (the "TRUSTEE"), and the financial institution party
hereto, as purchaser (the "PURCHASER").
W I T N E S S E T H:
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WHEREAS, the Trustee, on the one hand, and TMM and each other Seller, on
the other hand, have previously entered into that certain Amended and Restated
Master Trust Agreement, dated as of October 25, 2002 (the "ORIGINAL MTA");
WHEREAS, the Trustee, TMM, each other Seller and Citibank, N.A., in its
capacity as purchaser (the "2001 PURCHASER") have previously entered into that
certain Amended and Restated Series 2001-A Supplement, dated as of October 25,
2002 (the "ORIGINAL 2001 SUPPLEMENT");
WHEREAS, the Trustee, TMM, each other Seller and the Purchaser have
previously entered into that certain Series 2002-A Supplement, dated as of
October 25, 2002 (the "2002 SUPPLEMENT" and together with this Amendment &
Consent, the "AMENDED 2002 SUPPLEMENT");
WHEREAS, the Sellers and the Trustee are entering into that certain Second
Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the
"AMENDED MTA"); and
WHEREAS, the Sellers, the Trustee and the 2001 Purchaser are entering into
that certain Second Amended and Restated Series 2001-A Supplement, dated as of
December 10, 2002 (the "AMENDED 2001 SUPPLEMENT").
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Sellers, the Trustee and the Purchaser hereby agree as
follows:
SECTION 1. AMENDMENTS.
(a) Each reference in the 2002 Supplement to the "Master Trust
Agreement" shall be deemed to refer to the Amended MTA.
(b) Each reference in the 2002 Supplement to the "Series 2002-A
Supplement" shall be deemed to refer to the Amended 2002 Supplement.
(c) The following definitions are hereby added to Section 1.1 of the
2002 Supplement in correct alphabetical order of such Section:
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"ADDITIONAL PREPAYMENT PROCEEDS" shall have the meaning specified in
the Series 2001-A Supplement.
"ADDITIONAL SERIES 2001-A FULL REPURCHASE AMOUNT" shall have the
meaning specified in the Series 2001-A Supplement.
"SERIES 2001-A SUPPLEMENT" shall mean that certain Second Amended and
Restated Series 2001-A Supplement, dated as of December 10, 2002, among
TMM, each other Seller, the Trustee and Citibank, N.A. as purchaser and
Series 2001-A Certificateholder.
(d) Section 7.2 of the 2002 Supplement is hereby amended and
restated in its entirety to read as follows:
"Section 7.2 RECEIPT OF CERTAIN PAYMENT AND PROCEEDS BY SERIES 2002-A
CERTIFICATEHOLDERS FOR THE BENEFIT OF THE SERIES 2001-A CERTIFICATEHOLDER;
OTHER AGREEMENTS.
If a Series 2002-A Certificateholder receives from TMM or the Trustee
either any TMM Prepayment Proceeds or, prior to the Series 2001-A Repayment
Date, any payment pursuant to Section 3.1(a) hereof, such Person shall be
deemed to hold such TMM Prepayment Proceeds or payment in trust for the
benefit of the Series 2001-A Certificateholders and shall immediately remit
such TMM Prepayment Proceeds or payment to the Trustee, and the Trustee
shall cause the Paying Agent to allocate and distribute such amounts
pursuant to the terms of the Master Trust Agreement and Series 2001-A
Supplement in reduction of the Series 2001-A Certificate Balance and any
other amounts owed to the Series 2001-A Certificateholders. Any Multimodal
Prepayment Proceeds or Port Shares Prepayment Proceeds paid by TMM directly
to a Series 2002-A Certificateholder instead of to the Trustee shall be
paid over by such Certificateholder to the Trustee for application pursuant
to Section 4.3 of the Master Trust Agreement. The Series 2002-A
Certificateholders hereby agree to comply with the obligations in respect
of such Certificateholders set forth to Section 8.1(d) of the Master Trust
Agreement."
(e) Section 10.6 of the 2002 Supplement is hereby amended as
follows:
(i) by amending and restating subsection (ii) of the third
sentence of Section 10.6 to read as follows: "(ii) [Intentionally
Omitted],".
(ii) by amending and restating subsection (iv) of the third
sentence of Section 10.6 to read as follows: "(iv) satisfaction of the
covenant set forth at Section 7.1(e) of the Series 2001-A Supplement,".
(iii) by amending and restating subsection (vi) of the third
sentence of Section 10.6 to read as follows: "(vi) amendments to the other
Transaction Documents as the Series 2002-A Certificateholders deem
necessary to implement the Put Option Exchange Transaction, including
without limitation modifications to Section 4.3 and Section 8.1(d) of the
Master Trust Agreement to cause such sections to be applicable to the
option and put arrangements relating to the Port Shares and to cause the
control
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sharing procedures set forth in Sections 8.1(d)(ii) and (iii) of the Master
Trust Agreement also to be applicable to such option and put arrangements."
SECTION 2. ISSUANCE OF NEW SERIES 2002-A CERTIFICATE. In connection with
the Amended 2002 Supplement, the Trustee agrees to issue a new Series 2002-A
Certificate to Maple in exchange for the Series 2002-A Certificate issued
pursuant to the terms of the 2002 Supplement and Original MTA. The new Series
2002-A Certificate shall be in the face amount of U.S.$35,000,000 and shall
contain references therein to the Amended MTA and Amended 2002 Supplement
instead of the 2002 Supplement and Original MTA, respectively.
SECTION 3. MAPLE CONSENT. Evidenced by its signature set forth below, Maple
Trade Finance Corp. hereby consents to the issuance by the Trustee on behalf of
the Trust, of Series 2001-A Certificate No. 2 in the original face amount of
U.S.$35,000,000 and the execution of, and each other amendment contained in or
contemplated by, the Amendment Documents or Transaction Documents.
SECTION 4. EFFECTIVENESS. The effectiveness of this Amendment & Consent is
conditioned upon receipt by the Trustee of (i) this Amendment & Consent duly
executed by the parties hereto and (ii) each of the other Amendment Documents
(as such term is defined in the Amended MTA), duly executed by the parties
thereto.
SECTION 5. REAFFIRMATION. Except as expressly amended by this Amendment &
Consent, the remaining terms, conditions and provisions of the Original 2002
Supplement shall be and remain in full force and effect. Each party hereto
hereby reaffirms and confirms the Original 2002 Supplement, as amended by this
Amendment & Consent.
SECTION 6. GOVERNING LAW. This Amendment & Consent shall be governed and
construed in accordance with the laws of the State of New York without reference
to its conflict of law provisions (other than Section 5-1401 of the New York
General Obligations Law), and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
SECTION 7. COUNTERPARTS. This Amendment and Consent may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any party hereto may execute this Amendment & Consent by
signing one or more counterparts.
SECTION 8. SUCCESSORS AND ASSIGNS. This Amendment & Consent shall be
binding upon each party hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment & Consent
to be executed by their respective officers thereunto duly authorized as of the
day and year first above written.
THE BANK OF NEW YORK, not in its
individual capacity but solely as
Trustee of the Logistics Trust 2000-A,
Paying Agent, Transfer Agent and
Registrar
By:
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Name:
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Title:
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GRUPO TMM, S.A.,
as Seller, Sellers' Representative,
Servicer, and Guarantor
By:
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Name:
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Title:
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TMM LOGISTICS, S.A. de C.V.,
as Seller
By:
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Name:
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Title:
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NAVIERA DEL PACIFICO, S.A. de C.V.,
as Seller
By:
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Name:
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Title:
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MAPLE TRADE FINANCE CORP.,
a Delaware corporation, as Purchaser
By:
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Name:
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Title:
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