FIRST AMENDMENT TO
GRUPO TMM, S.A.
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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).
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
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:
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:
FIRST AMENDMENT TO VOTING