TMM LINES LIMITED, LLC













                      LIMITED LIABILITY COMPANY AGREEMENT













                          Dated as of March 22, 2001



































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                               TMM LIMITED, LLC



                     A Delaware Limited Liability Company





                      LIMITED LIABILITY COMPANY AGREEMENT





           THIS AGREEMENT is made and entered into as of March 22, 2001 by and

among TMM Lines Limited, LLC, a Delaware limited liability company (the

"Company"), and TMM Lines Holdings Limited, a Bermuda corporation ("TMM

Bermuda").



                             PRELIMINARY STATEMENT



           WHEREAS, counsel to the Company and TMM Bermuda have heretofore

filed a Certificate of Formation with the Secretary of State of the State of

Delaware to organize the Company under and pursuant to the Delaware Limited

Liability Company Act;



           WHEREAS, the Company's primary activity shall consist of engaging

in the business of ocean shipping; and, in connection therewith, the Company

shall become a party to the Agreement and Plan of Merger dated as of March 22,

2001, between Mexican Line Limited, a Bermuda corporation ("MLL"), and the

Company (the "Merger Agreement"), shall effect the "Merger", as such term is

defined in the Merger Agreement, of MLL with and into the Company and the

other transactions contemplated by the Merger Agreement and shall thereafter

own and operate the assets and business of MLL; and



           WHEREAS, in accordance with the Delaware Limited Liability Company

Act, the Company and TMM Bermuda desire to enter into this Agreement to set

forth the rights, powers and interests of TMM Bermuda with respect to the

Company and its Membership Interests therein and to provide for the management

of the business and operations of the Company;



           NOW, THEREFORE, in consideration of the mutual promises and

agreements made herein and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties hereto hereby

agree as follows:







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                                   ARTICLE I



                              GENERAL DEFINITIONS



           1.1. Definitions. As used in this Agreement, the following terms

shall each have the meaning set forth in this Article I, (unless the context

otherwise requires).



           "Act" means the Delaware Limited Liability Company Act, as it may

be amended from time to time, and any successor to such Act.



           "Affiliate" means, when used with reference to a specific Person

(or when not referring to a specific Person shall mean an Affiliate of a

Member), any Person that, directly or indirectly, through one or more

intermediaries, controls, is controlled by or is under common control with

such specific Person.



           "Agreement" means this Limited Liability Company Agreement, as

originally executed and as subsequently amended from time to time in

accordance with the provisions hereof.



           "Bankruptcy" means, with respect to any Member, the happening of

any one or more of the following events: (a) a Member (or, in the case of any

Member which is a partnership, any general partner thereof): (i) makes an

assignment for the benefit of creditors; (ii) files a voluntary petition in

bankruptcy; (iii) is adjudged bankrupt or insolvent, or there has been entered

against such Member (or general partner) an order for relief, in any

bankruptcy or insolvency proceeding; (iv) files a petition or answer seeking

in respect of such Member (or general partner) any reorganization,

arrangement, composition, readjustment, liquidation, dissolution or similar

relief under any statute, law or regulation; (v) files an answer or other

pleading admitting or failing to contest the material allegations of a

petition filed against such Member (or such general partner) in any proceeding

of a nature described above; or (vi) seeks, consents or acquiesces in the

appointment of a trustee, receiver or liquidator of such Member (or such

general partner) or of all or any substantial part of such Member's (or such

general partner's) properties; or (b) 120 days after the commencement of any

proceeding against any Member (or such general partner) seeking

reorganization, arrangement, composition, readjustment, liquidation,

dissolution or similar relief under any statute, law or regulation, if such

proceeding has not been dismissed, or within 90 days after the appointment

without such Member's (or such general partner's) consent or acquiescence of a

trustee, receiver or liquidator of the Member (or such general partner) or of

all or any substantial part of such Member's (or such general partner's)

properties, if such appointment is not vacated or stayed, or within 90 days

after the expiration of any such stay, if such appointment is not vacated.



           "Bankruptcy Code" means Title 11 of the United States Code, as now

in effect or as hereafter amended.



           "Board of Managers" means, at any time, the Board of Managers as

then elected in accordance with Section 7.2.







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           "Business Day" means any day other than a Saturday, Sunday and

those legal public holidays specified in 5 U.S.C. ss. 6103(a), as may be

amended from time to time.



           "Capital Contribution" means the total amount of cash and property,

including Initial Capital Contributions and any additional cash contributions,

if any, contributed to the Company by a Member.



           "Certificate of Formation" means the Certificate of Formation of

the Company described in Section 2.1.



           "Company" means TMM Lines Limited, LLC, the limited liability

company formed by the filing of the Certificate of Formation, as constituted

from time to time.



           "Company Property or Properties" means all interests, properties,

whether real or personal, and rights of any type owned or held by the Company,

whether owned or held by the Company at the date of its formation or

thereafter acquired.



           "Initial Capital Contribution" has the meaning specified in Section

4.1.



           "Initial Member" means TMM Bermuda and any Affiliate of such Person

that, at the time of determination, holds Membership Interests.



           "Interim Capital Transaction" means (a) a transaction pursuant to

which the Company borrows funds, including, without limitation, a refinancing

of any Company debt, (b) a sale, condemnation or other disposition of all or a

portion of the Company assets or (c) the receipt of insurance proceeds or

other damage recoveries by the Company, in any such case which does not result

in and is not entered into in connection with the dissolution and termination

of the Company.



           "Managers" means at any time the Persons elected in accordance with

Section 7.2 to serve on the Board of Managers.



           "Members" means, at any time, the Persons who then own Membership

Interests in the Company.



           "Membership Interest" means, with respect to any Member at any

time, the entire interest of such Member in the Company at such time. Such

interest includes, without limitation, (a) all rights of a Member to receive

distributions of revenues, allocations of income and loss and distributions of

liquidation proceeds under this Agreement and (b) all management rights,

voting rights or rights to consent.



           "Notification" means all notices permitted or required to be given

to any Person hereunder. Such Notifications must be given in writing and will

be deemed to be duly given on the date of delivery if delivered in person or

sent by facsimile transmission or on the earlier of actual receipt or three

(3) Business Days after the date of mailing if mailed by registered or

certified mail, first class postage prepaid, return receipt requested, to such

Person, at the last known address of such Person on the Company records.







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           "Person" means any general partnership, limited partnership,

corporation, limited liability company, joint venture, trust, business trust,

governmental agency, cooperative, association, individual or other entity, and

the heirs, executors, administrations, legal representatives, successors and

assigns of such person, as the context may require.



           "Securities Act" means the Securities Act of 1933, as amended.



           "Subsequent Capital Contribution" means a Capital Contribution of

any Member or of all the Members, as the case may be, other than an Initial

Capital Contribution.



           "Transfer" means any change in the record or beneficial ownership

of a Membership Interest, whether made voluntarily or involuntarily by

operation of law.



           1.2. Interpretation. Each definition in this Agreement includes the

singular and the plural, and reference to the neuter gender includes the

masculine and feminine where appropriate. References to any statute or

Treasury Regulations means such statute or regulations as amended at the time

and include any successor legislation or regulations. The headings to the

Articles and Sections are for convenience of reference and shall not affect

the meaning or interpretation of this Agreement. Except as otherwise stated,

reference to Articles, Sections and Schedules mean the Articles, Sections and

Schedules of this Agreement. The Schedules are hereby incorporated by

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