Common use of ANTICIPATED BOND EXCHANGE Clause in Contracts

ANTICIPATED BOND EXCHANGE. The Series 2002-A Certificateholders shall reasonably cooperate with TMM to put in place the Put Option Exchange Transaction, and shall use their reasonable efforts to execute the documentation and amendments described in clauses (v) and (vi) below on or prior to the Bond Exchange Expiration Date, each at the sole cost and expense of TMM; PROVIDED, HOWEVER, that the Put Option Exchange Transaction in any event shall be subject to the occurrence of (and shall only become effective as of) the Bond Exchange Completion Date. TMM shall provide the Series 2002-A Certificateholders with reasonable advance written notice of the anticipated and actual occurrence of the Bond Exchange Expiration Date and the Bond Exchange Completion Date and shall provide other information relating thereto as reasonably requested by such certificateholders. The obligations of the Series 2002-A Certificateholders under this SECTION 10.6, including, without limitation, any obligation to execute documentation and amendments, shall be subject in all respects to (x) the condition that no Rapid Amortization Event has occurred and is continuing on either the Bond Exchange Expiration Date or the Bond Exchange Completion Date and (y) the approval by the Series 2002-A Required Investor Certificateholders (Super Majority), in the exercise of their sole and reasonable judgment, of such matters relating to the Put Option Exchange Transaction as the Series 2002-A Certificateholders deem appropriate or relevant in their sole and absolute judgment, including without limitation (i) a due diligence review of the Port Company and the Port Shares, (ii) any third party or governmental approvals, restrictions or rights applicable to the Port Shares, including any rights of first refusal, (iii) any covenants, agreements or arrangements applicable to or affecting the Port Shares, (iv) the transfer of the Port Shares from TMM to a newly created, bankruptcy remote special purpose vehicle which is a Wholly Owned Subsidiary of TMM, (v) the form and substance of all documentation relating to or necessary to implement the Put Option Exchange Transaction, it being understood that such documentation shall be on terms and conditions substantially identical to, and in any event no less beneficial than, the terms and conditions set forth in the Option Agreement and Put Option Agreement with respect to the Grupo TFM Shares and (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 relating to the Port Shares. In no event shall the Series 2002-A Certificateholders or the Trustee have any obligation to execute and enter into documentation or amendments to effectuate the Put Option Exchange Transaction unless such documentation or amendments are approved and executed by the Series 2001-A Certificateholders. The obligations of the Series 2002-A Certificateholders under this SECTION 10.6 hall automatically terminate if the Put Option Exchange Transaction is not completed on or before December 31, 2002. For purposes of this Supplement, "Put Option Exchange Transaction" means a transaction whereby the Trustee, at the direction of the Cumulative Required Investor Certificateholders (Super Majority), releases its option and put rights with respect to the Grupo TFM Shares as set forth in the Option Agreement and the Put Agreement, in exchange for the grant on substantially identical terms of an option and put with respect to the Port Shares.

ANTICIPATED BOND EXCHANGE. The Series 20022001-A Certificateholders shall reasonably cooperate with TMM to put in place the Put Option Exchange Transaction, and shall use their reasonable efforts to execute the documentation and amendments described in clauses (v) and (vi) below on or prior to the Bond Exchange Expiration Date, each at the sole cost and expense of TMM; PROVIDED, HOWEVER, that the Put Option Exchange Transaction in any event shall be subject to the occurrence of (and shall only become effective as of) the Bond Exchange Completion Date. TMM shall provide the Series 20022001-A Certificateholders with reasonable advance written notice of the anticipated and actual occurrence of the Bond Exchange Expiration Date and the Bond Exchange Completion Date and shall provide other information relating thereto as reasonably requested by such certificateholders. The obligations of the Series 20022001-A Certificateholders under this SECTION 10.610.5, including, without limitation, any obligation to execute documentation and amendments, shall be subject in all respects to (x) the condition that no Rapid Amortization Event has occurred and is continuing on either the Bond Exchange Expiration Date or the Bond Exchange Completion Date and (y) the approval by the Series 20022001-A Required Investor Certificateholders (Super Majority), in the exercise of their sole and reasonable judgment, of such matters relating to the Put Option Exchange Transaction as the Series 20022001-A Certificateholders deem appropriate or relevant in their sole and absolute judgment, including without limitation (i) a due diligence review of the Port Company and the Port Shares, (ii) any third party or governmental approvals, restrictions or rights applicable to the Port Shares, including any rights of first refusal, (iii) any covenants, agreements or arrangements applicable to or affecting the Port Shares, (iviii) the transfer satisfaction of the Port Shares from TMM to a newly created, bankruptcy remote special purpose vehicle which is a Wholly Owned Subsidiary of TMMcovenant set forth at SECTION 7.1(e) hereof, (viv) the form and substance of all documentation relating to or necessary to implement the Put Option Exchange Transaction, it being understood that such documentation shall be on terms and conditions substantially identical to, and in any event no less beneficial than, the terms and conditions set forth in the Option Agreement and Put Option Agreement with respect to the Grupo TFM Shares and Agreement, (viv) amendments to the other Transaction Documents as the Series 20022001-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 SharesShares and to cause the control 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. In no event shall the Series 20022001-A Certificateholders or the Trustee have any obligation to execute and enter into documentation or amendments to effectuate the Put Option Exchange Transaction unless such documentation or amendments are approved and executed by the Series 20012002-A Certificateholders. The obligations of the Series 20022001-A Certificateholders under this SECTION 10.6 hall 10.5 shall automatically terminate if the Put Option Exchange Transaction is not completed on or before December 31, 2002. For purposes of this Supplement, "Put Option Exchange TransactionPUT OPTION EXCHANGE TRANSACTION" means a transaction whereby the Trustee, at the direction of the Cumulative Required Investor Certificateholders (Super Majority), releases its option and put rights with respect to the Grupo TFM Shares as set forth in the Option Agreement and the Put Agreement, in exchange for the grant on substantially identical terms of an option and put with respect to the Port Shares.

ANTICIPATED BOND EXCHANGE. The Series 20022001-A Certificateholders shall reasonably cooperate with TMM to put in place the Put Option Exchange Transaction, and shall use their reasonable efforts to execute the documentation and amendments described in clauses (v) and (vi) below on or prior to the Bond Exchange Expiration Date, each at the sole cost and expense of TMM; PROVIDED, HOWEVER, that the Put Option Exchange Transaction in any event shall be subject to the occurrence of (and shall only become effective as of) the Bond Exchange Completion Date. TMM shall provide the Series 20022001-A Certificateholders with reasonable advance written notice of the anticipated and actual occurrence of the Bond Exchange Expiration Date and the Bond Exchange Completion Date and shall provide other information relating thereto as reasonably requested by such certificateholders. The obligations of the Series 20022001-A Certificateholders under this SECTION 10.610.5, including, without limitation, any obligation to execute documentation and amendments, shall be subject in all respects to (x) the condition that no Rapid Amortization Event has occurred and is continuing on either the Bond Exchange Expiration Date or the Bond Exchange Completion Date and (y) the approval by the Series 20022001-A Required Investor Certificateholders (Super Majority), in the exercise of their sole and reasonable judgment, of such matters relating to the Put Option Exchange Transaction as the Series 20022001-A Certificateholders deem appropriate or relevant in their sole and absolute judgment, including without limitation (i) a due diligence review of the Port Company and the Port Shares, (ii) any third party or governmental approvals, restrictions or rights applicable to the Port Shares, including any rights of first refusal, (iii) any covenants, agreements or arrangements applicable to or affecting the Port Shares, (iv) the transfer of the Port Shares from TMM to a newly created, bankruptcy remote special purpose vehicle which is a Wholly Owned Subsidiary of TMM, (v) the form and substance of all documentation relating to or necessary to implement the Put Option Exchange Transaction, it being understood that such documentation shall be on terms and conditions substantially identical to, and in any event no less beneficial than, the terms and conditions set forth in the Option Agreement and Put Option Agreement with respect to the Grupo TFM Shares and (vi) amendments to the other Transaction Documents as the Series 20022001-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 relating to the Port Shares. In no event shall the Series 20022001-A Certificateholders or the Trustee have any obligation to execute and enter into documentation or amendments to effectuate the Put Option Exchange Transaction unless such documentation or amendments are approved and executed by the Series 20012002-A Certificateholders. The obligations of the Series 20022001-A Certificateholders under this SECTION 10.6 hall 10.5 shall automatically terminate if the Put Option Exchange Transaction is not completed on or before December 31, 2002. For purposes of this Supplement, "Put Option Exchange Transaction" means a transaction whereby the Trustee, at the direction of the Cumulative Required Investor Certificateholders (Super Majority), releases its option and put rights with respect to the Grupo TFM Shares as set forth in the Option Agreement and the Put Agreement, in exchange for the grant on substantially identical terms of an option and put with respect to the Port Shares.