EXHIBIT 99.17 [Letterhead of Argyll Equities] PLEDGE AGREEMENT ---------------- This 9th day of September 2004 NOW COMES: Javier Segovia on behalf of Servicios Directives Servia, S.A. de C. V., whose address of record is Genova 2-302 Colonia Juarez,...Pledge Agreement • December 29th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • Texas
Dated as of October 25, 2002 to Amended and Restated Master Trust Agreement Dated as of October 25, 2002TMM Holdings Sa De Cv • March 17th, 2004 • Railroad switching & terminal establishments • New York
Dated as of October 25, 2002 to Amended and Restated Master Trust Agreement Dated as of October 25, 2002TMM Holdings • December 24th, 2002 • Railroad switching & terminal establishments • New York
INDENTURE Dated as of May___, 2003 12% Senior Notes Due 2004Grupo TMM Sa • April 28th, 2003 • Railroad switching & terminal establishments • New York
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USD PARTNERS LP A Delaware Limited Partnership Dated as of October 15, 2014USD Partners LP • October 21st, 2014 • Railroad switching & terminal establishments • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USD PARTNERS LP dated as of October 15, 2014, is entered into by and between USD Partners GP LLC, a Delaware limited liability company, as the General Partner, USD Group LLC, a Delaware limited liability company, as the Organizational Limited Partner, and the other Limited Partners party hereto, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FORM OF CREDIT AGREEMENT Dated as of , 2014 among USD PARTNERS LP and USD TERMINALS CANADA ULC, as Borrowers CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, U.S. BANK NATIONAL ASSOCIATION, as L/C Issuer and The Other Lenders...Credit Agreement • September 30th, 2014 • USD Partners LP • Railroad switching & terminal establishments • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of [ ], 2014, among USD PARTNERS LP, a Delaware limited partnership (the “US Borrower”), and USD TERMINALS CANADA ULC, an unlimited liability company subsisting under the laws of the Province of British Columbia, Canada (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and U.S. BANK NATIONAL ASSOCIATION, as an L/C Issuer.
EXHIBIT 99.10 FIFTH MODIFICATION OF LOAN DOCUMENTS This FIFTH MODIFICATION OF LOAN DOCUMENTS (this "Agreement") made as of the 14th day of July, 2004 by and among PROMOTORA SERVIA, S.A. DE C.V., a Mexican corporation, having an address at Genova 2,...Loan Documents • December 29th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • New York
Dated as of December 10, 2002 to Amended and Restated Master Trust Agreement Dated as of October 25, 2002TMM Holdings Sa De Cv • March 17th, 2004 • Railroad switching & terminal establishments • New York
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 6th, 2023 • USD Partners LP • Railroad switching & terminal establishments • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 2, 2018, among USD PARTNERS LP, a Delaware limited partnership (the “US Borrower”), and USD TERMINALS CANADA ULC, an unlimited liability company subsisting under the laws of the Province of British Columbia, Canada (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF MONTREAL, as Administrative Agent, Swing Line Lender and an L/C Issuer, U.S. BANK NATIONAL ASSOCIATION, as an L/C Issuer, and CITIBANK, N.A., as an L/C Issuer.
EXHIBIT 99.1 JOINT FILING AGREEMENT ---------------------- Each of the undersigned agrees that the Amendment No. 1 to the Statement on Schedule 13D filed herewith, and any further amendments thereto, relating to the Series A Shares of Grupo TMM, S.A.,...Joint Filing Agreement • December 29th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments
Each of the undersigned agrees that the Amendment No. 1 to the Statement on Schedule 13D filed herewith, and any further amendments thereto, relating to the Series A Shares of Grupo TMM, S.A., is being filed jointly with the United States Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
EXHIBIT 99.5 MODIFICATION OF LOAN AGREEMENT This MODIFICATION OF LOAN AGREEMENT (this "Agreement") made as of the 28th day of June, 2002 by and between PROMOTORA SERVIA, S.A. DE C.V., a Mexican corporation, having an address at Genova 2, Despacho 30,...Modification of Loan Agreement • December 29th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • New York
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USD PARTNERS LP A Delaware Limited Partnership Dated as of April 6, 2022USD Partners LP • April 8th, 2022 • Railroad switching & terminal establishments • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USD PARTNERS LP dated as of April 6, 2022, is entered into by and between USD Partners GP LLC, a Delaware limited liability company, as the General Partner, and any other Persons who become Partners in the Partnership or parties hereto as provided herein.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 2, 2018 among USD PARTNERS LP and USD TERMINALS CANADA ULC, as Borrowers CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, U.S. BANK NATIONAL ASSOCIATION and BANK OF...Security Agreement • November 8th, 2018 • USD Partners LP • Railroad switching & terminal establishments • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 2, 2018, among USD PARTNERS LP, a Delaware limited partnership (the “US Borrower”), and USD TERMINALS CANADA ULC, an unlimited liability company subsisting under the laws of the Province of British Columbia, Canada (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, U.S. BANK NATIONAL ASSOCIATION, as an L/C Issuer, and BANK OF MONTREAL, as an L/C Issuer.
USD PARTNERS LP and USDP FINANCE CORP., as Issuers THE GUARANTORS PARTY HERETO and U.S. BANK, NATIONAL ASSOCIATION as Trustee FORM OF INDENTURE Dated as of , 20USDP Finance Corp. • May 6th, 2016 • Railroad switching & terminal establishments • New York
Indenture dated as of , 20 among USD Partners LP, a Delaware limited partnership, USDP Finance Corp., a Delaware corporation, the Guarantors (as defined
Dated as of October 25, 2002 to Amended and Restated Master Trust Agreement Dated as of October 25, 2002Execution Version • December 24th, 2002 • TMM Holdings • Railroad switching & terminal establishments • New York
ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad...Acquisition Agreement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments • Delaware
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the laws of the UMS and a subsidiary of TMM ("TMMH") and TMM MULTIMODAL, S.A. de C.V., a sociedad anonima de capital variable organized under the laws of the UMS ("MM") and a subsidiary of TMMH (collectively, the "Parties").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments
This Stock Purchase Agreement (this "Agreement") dated April 10, 2003, is entered into by and among Mexico Ports & Terminals Holdings, S.A. de C.V., a company organized under the laws of Mexico ("MPTH"), SSA Mexico, Inc., a company organized under the laws of the state of Washington, US ("SSA Mexico" and together with MPTH, "Purchasers" and each a "Purchaser"), División de Negocio Especializado, S.A., a company organized under the laws of Mexico ("DNE"), and Inmobiliaria TMM, S.A. de C.V., a company organized under the laws of Mexico ("Inmobiliaria" and together with DNE, "Sellers" and each a "Seller").
STOCK PURCHASE AGREEMENT BY AND AMONG KANSAS CITY SOUTHERN, a Delaware corporation, GRUPO TMM, S.A., a sociedad anónima organized under the laws of the United Mexican States, TFM, S.A. de C.V., a sociedad anónima de capital variable organized under...Stock Purchase Agreement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments • Delaware
NOW, THEREFORE, in consideration of the above recitals and the representations, warranties and covenants contained in this Agreement, the parties, intending to be legally bound, agree as follows:
THE BANK OF NEW YORK, as Trustee on behalf of the Certificateholders of the Logistics Trust 2000-A SECOND AMENDED AND RESTATED MASTER TRUST AGREEMENT Dated as of December 10, 2002Master Trust Agreement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments • New York
FACILITIES CONNECTION AGREEMENT BETWEEN USD TERMINALS CANADA INC. -AND- GIBSON ENERGY PARTNERSHIP JUNE 4, 2013Facilities Connection Agreement • September 22nd, 2014 • USD Partners LP • Railroad switching & terminal establishments • Alberta
This Facilities Connection Agreement dated as of June 4, 2013 (the “Effective Date”) is made by and between USD Terminals Canada Inc. (“USD”), a British Columbia corporation and Gibson Energy Partnership (“Gibson”), an Alberta general partnership.
AMENDED AND RESTATED ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, KCS INVESTMENT I, LTD., a Delaware corporation KCS ACQUISITION SUBSIDIARY, INC., a Delaware corporation...Acquisition Agreement • September 9th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • Delaware
AMENDED AND RESTATED ACQUISITION AGREEMENT, dated as of December 15, 2004 (this “Agreement”), by and among KANSAS CITY SOUTHERN, a Delaware corporation (“KCS”), KARA Sub, Inc., a Delaware corporation (“KARA Sub”), KCS Investment I, Ltd., a Delaware corporation (“KCS Investment”), KCS Acquisition Subsidiary, Inc., a Delaware corporation (“KCS Sub”), Caymex Transportation, Inc., a Delaware corporation (“Caymex”), KARA Sub, KCS Investment, KCS Sub and Caymex being subsidiaries of KCS, GRUPO TMM, S.A., a sociedad anónima organized under the laws of the United Mexican States (“UMS”) (“TMM”), TMM HOLDINGS, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the UMS and a subsidiary of TMM (“TMMH”), TMM MULTIMODAL, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the UMS (“MM”) and a subsidiary of TMMH and Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the
OMNIBUS AGREEMENTOmnibus Agreement • October 21st, 2014 • USD Partners LP • Railroad switching & terminal establishments • Texas
This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, October 15, 2014 (the “Closing Date”) among US Development Group, LLC, a Delaware limited liability company (“US Development”), USD Group LLC, a Delaware limited liability company (“USD”), USD Partners LP, a Delaware limited partnership (the “Partnership”), USD Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and USD Logistics Operations LP, a Delaware limited partnership (the “Operating Partnership”) and, together with US Development, USD, the Partnership and the General Partner, the “Parties” and each a “Party”).
DEVELOPMENT RIGHTS AND COOPERATION AGREEMENT BETWEEN USD TERMINALS CANADA ULC, a British Columbia unlimited liability company as “Current Operator” AND USD TERMINALS CANADA II ULC, a British Columbia unlimited liability company as “Developer” Dated as...And Cooperation Agreement • October 21st, 2014 • USD Partners LP • Railroad switching & terminal establishments • Alberta
THIS DEVELOPMENT RIGHTS AND COOPERATION AGREEMENT (“Agreement”) is made and entered into as of October 16, 2014 (the “Effective Date”), by and between USD TERMINALS CANADA ULC, a British Columbia unlimited liability company (together with its successors and assigns, “Current Operator”), and USD TERMINALS CANADA II ULC, a British Columbia unlimited liability company (together with its successors and assigns, “Developer”). Current Operator and Developer are sometimes referred to herein, collectively as the “Parties,” and individually, as a “Party.”
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 9th, 2005 • Grupo TMM Sa • Railroad switching & terminal establishments • Delaware
STOCKHOLDERS’ AGREEMENT dated as of December 15, 2004, but to become effective as herein provided, by and among Kansas City Southern, a Delaware corporation (“KCS”), Grupo TMM, S.A., a sociedad anónima organized under the laws of the United Mexican States (“UMS”) (“TMM”), TMM Holdings, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the UMS and a subsidiary of TMM (“TMMH”), TMM Multimodal, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the UMS and a subsidiary of TMMH) (“MM”), and the stockholders of TMM who have executed this Stockholders’ Agreement (collectively, the “Principal Stockholders”).
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.Registration Rights Agreement • August 20th, 2004 • Grupo TMM Sa • Railroad switching & terminal establishments
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).
AMENDMENT NUMBER ONE TO THIRD AMENDED AND RESTATED MASTER TRUST AGREEMENTMaster Trust Agreement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments • New York
THIS AMENDMENT NUMBER ONE TO THIRD AMENDED AND RESTATED MASTER TRUST AGREEMENT (this "Amendment to Master Trust Agreement" or this "Amendment") is made as of the 29th day of December, 2003, by and among Grupo TMM, S.A., a sociedad an6nima organized under the laws of Mexico ("TMM"), as a Seller, Guarantor and Servicer, Naviera del Pacifico, S.A. de C.V., a sociedad an6nima de capital variable organized under the laws of Mexico ("Naviera"), as a Seller and Sellers' Representative, TMM Logistics, S.A. de C.V. a sociedad an6nima de capital variable organized under the laws of Mexico ("Logistics"), as a Seller (each of TMM, Naviera and Logistics, a "Seller" and, collectively, the "Sellers"), and The Bank of New York, a New York banking corporation, as Trustee ("Trustee").
AGREEMENTAgreement • November 17th, 2015 • USD Partners LP • Railroad switching & terminal establishments • Delaware
This AGREEMENT (this “Agreement”) is made and entered into as of November 17, 2015, by and among Cogent Energy Solutions, LLC, a Delaware limited liability company (“Cogent”), Randy Balhorn (“Balhorn”), Steve Magness (“Magness” and, together with Cogent and Balhorn, the “Cogent Group Members”), USD Group, LLC, a Delaware limited liability company (solely with respect to Section 2) (“USD Group”), and USDP CCR LLC, a Delaware limited liability company (“Buyer”). Cogent, Balhorn, Magness and Buyer are sometimes referred to in this Agreement together as the “Parties” and individually as a “Party.” Capitalized terms used in this Agreement but not defined herein shall have the respective meanings given to such terms in the MIPA (as defined below).
AGREEMENT TO EXTEND TEMPORARY WAIVER PERIOD AND TEMPORARY WAIVER OF EVENT OF DEFAULT FOR MISSED PAYMENT ON MATURITY DATE November 1, 2023Agreement • November 2nd, 2023 • USD Partners LP • Railroad switching & terminal establishments
Reference is made to that certain (i) Credit Agreement dated as of November 2, 2018, among USD Partners LP, a Delaware limited partnership, as a borrower (the “US Borrower”), USD Terminals Canada ULC, an unlimited liability company subsisting under the laws of the Province of British Columbia, Canada, as a borrower (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers” and each a “Borrower”), the lenders party thereto, and Bank of Montreal as administrative agent (in such capacity, the “Administrative Agent”) (as amended by that certain Master Assignment, Assignment of Liens, and Amendment No. 1 to Amended and Restated Credit Agreement dated as of October 29, 2021, Amendment No. 2 to Amended and Restated Credit Agreement dated as of April 6, 2022, Amendment No. 3 to Amended and Restated Credit Agreement dated as of January 31, 2023, and Amendment No. 4 to Amended and Restated Credit Agreement dated as of August 8, 2023 (“Amendment No. 4”), and as further amended,
FORM OF OFFER TO PURCHASE AND AGREEMENT OF PURCHASE AND SALE ARTICLE 1 OFFER AND ACCEPTANCEDevelopment Rights • September 30th, 2014 • USD Partners LP • Railroad switching & terminal establishments • Alberta
THIS DEVELOPMENT RIGHTS AND COOPERATION AGREEMENT (“Agreement”) is made and entered into as of , 2014 (the “Effective Date”), by and between USD TERMINALS CANADA ULC, a British Columbia unlimited liability company (together with its successors and assigns, “Current Operator”), and USD TERMINALS CANADA II ULC, a British Columbia unlimited liability company (together with its successors and assigns, “Developer”). Current Operator and Developer are sometimes referred to herein, collectively as the “Parties,” and individually, as a “Party.”
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 17th, 2015 • USD Partners LP • Railroad switching & terminal establishments • Delaware
This TRANSITION SERVICES AGREEMENT (“Agreement”) is entered into on November 17, 2015 by and between Cogent Energy Solutions, LLC, a Delaware limited liability company (“Contractor”), and Casper Crude to Rail, LLC, a Wyoming limited liability company (the “Company”). Contractor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 8th, 2023 • USD Partners LP • Railroad switching & terminal establishments
This Amendment No. 4 to Amended and Restated Credit Agreement (this “Agreement”) dated as of August 8, 2023, is among USD Partners LP, a Delaware partnership, as a borrower (the “US Borrower”), USD Terminals Canada ULC, an unlimited liability company subsisting under the laws of the Province of British Colombia, Canada, as a borrower (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers” and each a “Borrower”), the lenders party hereto (the “Lenders”), and Bank of Montreal as administrative agent (in such capacity, the “Administrative Agent”), and the guarantors that are party hereto (the “Guarantors”).
ESCROW AGREEMENTEscrow Agreement • March 17th, 2004 • TMM Holdings Sa De Cv • Railroad switching & terminal establishments • New York
THIS AGREEMENT (this "Escrow Agreement") is made and entered into as of January 13, 2004, by and among Grupo TMM, S.A., a corporation (sociedad anómina) organized under the laws of the United Mexican States (the "Company"), and Wells Fargo Bank, N.A. (the "Escrow Agent"), in favor of the Supporting Noteholders (as defined below). The Company and the Supporting Noteholders are sometimes referred to herein as "Parties."
EXHIBIT 99.3 Amendment dated September 19, 2002 to the Irrevocable Trust Agreement, dated December 14, 2001 by and among Jose F. Serrano Segovia, Ramon Serrano Segovia, Teresa Serrano Segovia, GE Capital Bank, S.A., Institucion de Banca Multiple, GE...Grupo TMM Sa • December 29th, 2005 • Railroad switching & terminal establishments
Amendment dated September 19, 2002 to the Irrevocable Trust Agreement, dated December 14, 2001 by and among Jose F. Serrano Segovia, Ramon Serrano Segovia, Teresa Serrano Segovia, GE Capital Bank, S.A., Institucion de Banca Multiple, GE Grupo Financiero, as Trustee, and Citibank, N.A.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2015 • USD Partners LP • Railroad switching & terminal establishments • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of November 17, 2015, by and between USD Partners LP, a Delaware limited partnership (the “Partnership”), and Cogent Energy Solutions, LLC, a Delaware limited liability company (“Cogent”).
AMENDMENT TO A SECURITIES PLEDGE AGREEMENT ENTERED BY:Securities Pledge Agreement • June 28th, 2006 • Grupo TMM Sa • Railroad switching & terminal establishments
