Exhibit 10.6


 


 


STOCK PURCHASE AGREEMENT


 


AGREEMENT
FOR THE PURCHASE OF SHARES REPRESENTING THE CAPITAL STOCK OF GRUPO
AEROPORTUARIO DEL PACIFICO, S.A. DE C.V. (HEREINAFTER THE “HOLDING COMPANY”),
EXECUTED ON AUGUST 25, 1999, BY AND BETWEEN THE FEDERAL GOVERNMENT OF THE
UNITED MEXICAN STATES, THROUGH THE MINISTRY OF COMMUNICATIONS AND
TRANSPORTATION, HEREIN REPRESENTED BY MR. AARON DYCHTER POLTOLAREK,
(HEREINAFTER, THE “FEDERAL GOVERNMENT” AND “SCT”, RESPECTIVELY), AND
AEROPUERTOS MEXICANOS DEL PACIFICO, S.A. DE C.V., HEREIN REPRESENTED BY MR.
JAIME DE LA ROSA MONTES, (HEREINAFTER, THE “STRATEGIC PARTNER”) WITH THE
APPEARANCE OF AENA SERVICIOS AERONAUTICOS, S.A., SOCIEDAD UNIPERSONAL,
AEROPUERTO DEL PACIFICO ANGELES, S.A. DE C.V., INVERSORA DEL NOROESTE, S.A. DE
C.V. AND GRUPO DRAGADOS, S.A. (THE “PARTNERS OF THE STRATEGIC PARTNER”) AS
JOINT AND SEVERAL OBLIGORS OF THE OBLIGATIONS OF THE STRATEGIC PARTNER SET
FORTH IN SECTIONS 2.4, 2.5, 2.6, 2.7, 3. AND 6. OF THIS AGREEMENT AND OF GRUPO
EMPRESARIAL ANGELES, S.A. DE C.V. AND INVERSORA DEL NOROESTE, S.A. DE C.V., AS
JOINT AND SEVERAL OBLIGORS OF THE OBLIGATIONS OF THE MEXICAN PARTNER IN
ACCORDANCE WITH THIS AGREEMENT, AND ALSO WITH THE PARTICIPATION OF THE TREASURY
OF THE FEDERATION, HEREIN REPRESENTED BY MR. PABLO ESCALANTE TATTERSFIELD
(HEREINAFTER, THE “TREASURY”) FOR PURPOSES OF ARTICLE 11, SECTIONS I AND
XLIII IN CONNECTION WITH ARTICLE 105 OF THE INTERNAL REGULATIONS OF THE
MINISTRY OF FINANCE AND PUBLIC CREDIT, PURSUANT TO THE FOLLOWING DEFINITIONS,
ANTECEDENTS, RECITALS AND CLAUSES.


 


DEFINITIONS


 


The terms defined in the Participation Agreement
executed on this date by and between the Federal Government, the companies that
constitute the Airport Group, the Strategic Partner and the Partners of the
Strategic Partner, among other parties, shall have the same meaning in this
Agreement, except as otherwise defined in this Agreement. Likewise, the terms
defined below shall have the meanings ascribed to them:


 


	
  Shares in Trust

  	
   

  	
  Such shares that
  the Federal Government shall transfer on this date to Nafin and which shall
  be kept by the latter in the trust referred to in Recital I.4 of this
  Agreement.

  



 


1





















 


	
  Optional Shares

  	
   

  	
  Has the meaning
  mentioned in Antecedent VII of this Agreement.

  
	
   

  	
   

  	
   

  
	
  Agreement

  	
   

  	
  This Stock
  Purchase Agreement.

  
	
   

  	
   

  	
   

  
	
  Participation
  Agreement

  	
   

  	
  The
  Participation Agreement and the exhibits thereto, by virtue of which the
  rights and obligations of both the Strategic Partner and the Federal
  Government, Nafin, the Trustee, ASA and the Holding Company, for the transfer
  of the Share Package and the proper operation of the Assigned Airports, have
  been set forth.

  
	
   

  	
   

  	
   

  
	
  Financial
  Statements

  	
   

  	
  The basic
  audited financial statements from November 1 to December 31, 1998,
  that include income statement, balance sheet, cash flow statement and
  statement of changes in financial position, as well as the notes to the same,
  individually for the Holding Company as well as for each of its subsidiaries
  in addition to the consolidated financial statements for the Holding Company;
  as well as unaudited (limited review) basic financial statements for the
  period from January 1 to March 31, 1999, that include income
  statement, balance sheet, cash flow statement and statement of changes in financial
  position, individually for the Holding Company as well as for each of its
  subsidiaries in addition to the consolidated statements of the Holding
  Company without the notes.

  
	
   

  	
   

  	
   

  
	
  Share Package

  	
   

  	
  Has the meaning
  mentioned in Antecedent VII of this Agreement.

  
	
   

  	
   

  	
   

  
	
  Five-Year
  Waiting Period

  	
   

  	
  Has the meaning
  set forth in Section 6.1.1 of this Agreement.

  
	
   

  	
   

  	
   

  
	
  Ten-Year Waiting
  Period

  	
   

  	
  Has the meaning
  set forth in Section 6.1.2 of this Agreement.

  
	
   

  	
   

  	
   

  
	
  Three-Year
  Waiting Period

  	
   

  	
  Has the meaning
  set forth in Section 6.1.1 of this Agreement.

  
	
   

  	
   

  	
   

  
	
  Treasury

  	
   

  	
  The Treasury of
  the Federation.

  



 


ANTECEDENTS


 


I.                                         On April 7, 1995 by Presidential
resolution published in the Official Gazette of the Federation, the
Interministerial Divestiture Commission was created.


 


2





















 


II.                                     By several resolutions of the
Interministerial Divestiture Commission, passed at its meetings held on August 20
and 25, 1997, October 1st, 1997 and February 17, 1999, it
was resolved to initiate the process of opening to investment in the Mexican
airport system.


 


III.                                 By resolution published in the Official
Gazette of the Federation on February 2, 1996, the Committee for the
Restructuring of the Mexican Airport System was created, which purpose is to
define the strategy to be followed on general and specific aspects in the
different stages of the process of restructuring to be carried out by SCT, in
the terms of the Airport Law and other applicable provisions, as well as to
make recommendations and proposals.


 


IV.                                 On February 9, 1998, the General
Guidelines for the Opening to Investment in the Mexican Airport System were
published in the Official Gazette of the Federation.


 


V.                                     The Holding Company was incorporated on May 28,
1998, by means of public deed number 44,340, dated May 28, 1998, issued by
Mr. Emiliano Zubiría Maqueo, Notary Public number 25 for the Federal
District, recorded with the Public Registry of Commerce for the Federal
District on June 25, 1998, under mercantile folio number 238578.


 


VI.                                 The Holding Company holds 100% (one
hundred percent) (less one share owned by the Federal Government) of the
capital stock of the Service Company and the Concession Companies, and each of
the latter has a Concession for 50 (fifty) years granted by the Federal Government
of the United Mexican States to carry out the administration, operation,
exploitation and/or construction of the Assigned Airports corresponding to each
of them, as well as to use, and benefit from, the public domain real property
necessary for the operation of their respective Assigned Airports.


 


VII.                             On February 25, 1999, the Public
Call for the acquisition of shares representing 15% (fifteen percent) of the
capital stock of the Holding Company (the “Share Package”), plus one option to
acquire shares of the Holding Company representing up to 5% (five percent) of
its capital stock (the “Optional Shares”), was published in the Official
Gazette of the Federation.


 


VIII.                         The shareholders obtained their registration as
participants in the Bidding Process by means of official document number GTA99-097.4,
GTA99-A097.8 and GTA99-A097.9, dated June 4, June 24 and July 15,
respectively, issued by the Technical Secretary of the Committee for the
Restructuring of the Mexican Airport System, and in such capacity tendered
their offer to acquire the Share Participation.


 


IX.                                On December 14, 1998, the fixed
minimum capital of the Holding Company was increased in the amount of Ps.
72,581,750.00 (Seventy Two Million Five Hundred Eighty One Thousand Seven
Hundred Fifty Mexican Pesos) through the capitalization of liabilities in the
amount of Ps. 72,581,745.09 (Seventy Two Million Five Hundred Eighty One
Thousand Seven Hundred Forty Five 9/100 Mexican Pesos) for the benefit of the
Federal Government, as well as through the cash contribution that the Federal
Government will make, and as a result the Holding Company issued 72,581,750
(Seven Two Million Five Hundred Eighty One Thousand Seven Hundred Fifty) Shares
completely paid to the benefit of the Federal Government.  Likewise, on July 2, 1999, the fixed
minimum capital of the Holding Company was increased in the amount of Ps.
7,880,692.00 (Seven Million Eight Hundred Eighty Thousand Six Hundred Ninety
Two Mexican Pesos) by means of the capitalization of liabilities in the amount
of Ps. 7,880,687.04


 


3





















 


(Seven Million Eighty Eight Hundred Thousand Six
Hundred Eighty Seven 4/100 Mexican Pesos) to the benefit of the Federal
Government, as well as through the cash contribution the Federal Government
will make, and as a result the Holding Company issued 7,880,692 (Seven Million
Eight Hundred Eighty Thousand Six Hundred Ninety Two) Shares completely paid to
the benefit of the Federal Government.


 


On the other hand, also on August 20, 1999, the
Holding Company entered into an Assumption of Liabilities Agreement with each
of the Concession Companies by which the Holding Company assumed, on behalf of
and in the name of each Concession Company, their liabilities deriving from the
exploitation of the of the Concessions whose total amounts to Ps.
15,938,360,674.00 (Fifteen Billion Nine Hundred Thirty Eight Million Three
Hundred Sixty Thousand Six Hundred Seventy Four Mexican Pesos).  Said liabilities were capitalized for the
benefit of the Federal Government on August 20,1999 by increasing the
capital stock of the Holding Company in the amount of Ps. 15,938,360,677.00
(Fifteen Billion Nine Hundred Thirty Eight Million Three Hundred Sixty Thousand
Six Hundred Seventy Seven Mexican Pesos), by means of the capitalization of
said liability, as well as through the cash contribution that the Federal
Government will make and through the issuance of 15,938,360,677 Shares paid
completely for the benefit of the Federal Government.


 


X.                                    The bid tendered by the Partners of the
Strategic Partner was successful and the Partners were so notified by the
Committee for the Restructuring of the Mexican Airport System on August 11,
1999.


 


XI.                                Pursuant to the provisions of the Public
Call and as provided for in the bid of the Strategic Partner, the Strategic
Partner executed on this date a Participation Agreement, by virtue of which the
rights and obligations of both the Strategic Partner and of the Federal
Government and the Holding Company, for the due operation of the Assigned
Airports, have been set forth. Under such Participation Agreement, the
Strategic Partner undertook to execute this Agreement, as well as the rest of
the Operation Documents.


 


RECITALS


 


I.                                         The Federal Government states through
SCT:


 


I.1                                   That it is the legitimate owner of 15%
(fifteen percent) of the shares representing the capital stock of the Holding
Company (the “Shares”), same which are common, registered, without par value,
and fully paid-in, and that the full capital stock of the Holding Company is
allocated as follows:


 


4





















 


	
  Shareholder

  	
   

  	
  Percentage

  	
   

  	
  Number of

  Shares

  Class I

  	
   

  	
  Series

  	
   

  
	
  Nacional Financiera, S.N.C.,

  Trust Department

  	
   

  	
  51.00

  	
  %

  	
  8,170,109,791

  	
   

  	
  “A”

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nacional Financiera, S.N.C.,

  Trust Department

  	
   

  	
  34.00

  	
  %

  	
  5,446,739,860

  	
   

  	
  “B”

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Federal Government

  	
   

  	
  15.00

  	
  %

  	
  2,402,973,468

  	
   

  	
  “BB”

  	
   

  
	
   

  	
   

  	
  100.00

  	
  %

  	
  16,019,823,119

  	
   

  	
   

  	
   

  



 


I.2                                   That the Shares are free from any lien or
limitation of ownership.


 


I.3                                   That on this date, the Holding Company
shall issue the Optional Shares, same which it shall keep in its treasury until
the option for their subscription and payment is exercised in terms of the
Option Agreement.


 


I.4                                   That on this date it transferred to
Nafin, in its capacity as trustee, Shares of the Holding Company representing
85% (eighty-five percent) of its capital stock, except for one share which
Nafin obtained directly from ASA (the “Shares in Trust”), which shall be kept
in the trust set up for that purpose with Nacional Financiera, S.N.C., trust
department, with the purpose of promoting the securities market, as well as to
maintain the exercise of the voting rights thereof at the shareholders meetings
of the Holding Company.


 


I.5                                   That the Shares are deposited with the
Treasury as provided for in Article 76 and 77 of the Law of the Treasury
Service of the Federation and, except as otherwise provided in paragraph I.3
above, there are no purchase options outstanding, rights of share appreciation,
option certificates, convertible securities or other rights convertible into,
or having their value based on, common shares of the Holding Company, and there
are no agreements related to the issuance, sale or transfer of any instrument
of the money market or any other type of securities of the Holding Company.


 


I.6                                   That the Financial Statements reflect the
financial condition of the Holding Company, the Service Company and the
Concession Companies as of March 31, 1999, in the manner set forth in the
notes submitted therewith, and between the date of such Financial Statements
and the date of execution hereof, no subsequent event has occurred, and no
cause is known, that may result in an event substantially affecting or which
might adversely affect the financial or operating condition of the Holding
Company.


 


I.7                                   Its representative has sufficient
authorities to execute this Agreement pursuant to Article 6, Section IX,
of the Internal Regulations of SCT.


 


5





















 


II.                                     The Strategic Partner states, through its
representative that:


 


II.1                               That it is a mercantile company duly
incorporated in accordance with the laws of the United Mexican States, as
evidenced in public deed number 75,620, issued on August 18, 1999 by Mr. Francisco
Talavera Autrique, Notary Public number 221 for the Federal District, in the
process of being recorded with the Public Registry of Commerce for the Federal
District.


 


II.2                               That its representative, Mr. Jaime
de la Rosa Montes, has sufficient authority to execute this Agreement, as
evidenced in the public deed referred to in paragraph II.1 above, and that said
authority has not been modified or revoked in any form.


 


II.3                               That pursuant to the bid tendered in the
Bidding Process, which was successful, the Partners undertook to cause the Partners
of the Strategic Partner to execute the Participation Agreement and the
Transaction Documents, which include this Agreement, and it agrees to become
bound under the terms and conditions set forth herein.


 


II.4                               That it is fully aware of the fact that the
Holding Company is a newly created and is recorded with the Federal Taxpayers
Registry, and that it is a majority shareholder of the Service Company and of
the Concession Companies.


 


II.5                               That it is fully aware of the scope and
terms of the documents and transactions concerning the Airport Group, pursuant
to the recital contained in its technical proposal, and specially of the
Concessions granted to the Concession Companies and the considerations set
forth therein, and of the by-laws and Financial Statements of the companies
conforming the Airport Group.


 


II.6                               That it reviewed all the information that
was delivered to it in the data room in connection with the Bidding Process for
the Share Participation, as well as all the information that was provided through
prospectus, answers to questions raised by the participants of such Bidding
Process, and included in the “white book”; that it held interviews with the
financial agent and several officers of SCT and ASA; and that it visited the
facilities of the Assigned Airports.


 


II.7                               That the Strategic Partner acts in its
own name and on its own behalf, as the Partners of the Strategic Partner stated
in the proposal submitted in the Bidding Process, which was successful, and
that the Strategic Partner does not act on behalf of, or in substitution for,
or in any other manner for, third parties.


 


Based on the above Recitals, the parties to this
Agreement agree to grant the following


 


CLAUSES


 


1.                                      Purpose.


 


1.1                                 The purpose of this Agreement is the sale
by the Federal Government through SCT of the Share Package in favor of the
Strategic Partner, which shares are fully subscribed and paid-in and free from
any lien or limitation of ownership, subject to the conditions stated
hereinbelow.


 


6





















 


2.                                      Acquisition
of the Share Package by the Strategic Partner.


 


2.1                                 On this date, the Strategic Partner shall
acquire from the Federal Government, which shall endorse in ownership and
transfer the following stock certificate that constitutes 25% (twenty-five
percent) of the Share Package, once the payment of the price referred to in Section 2.4
below has been made:


 




	
  Share

  Certificates

  	
   

  	
  Number of Shares

  	
   

  	
  Series

  	
   

  	
  Class

  	
   

  	
  Percentage of

  capital stock

  	
   

  
	
  4

  	
   

  	
  600,743,367

  	
   

  	
  “BB”

  	
   

  	
  I

  	
   

  	
  3.75

  	
  %

  






 


2.2                                 Once the Strategic Partner has paid the
balance of the price pursuant to Section 2.5 below, the Federal
Government shall endorse in ownership and transfer in favor of the Strategic
Partner the following stock certificates that constitute the 75% (seventy-five
percent) of the Share Package:


 




	
  Share

  Certificates

  	
   

  	
  Number of Shares

  	
   

  	
  Series

  	
   

  	
  Class

  	
   

  	
  Percentage of

  capital stock

  	
   

  
	
  5

  	
   

  	
  1,802,230,101

  	
   

  	
  “BB”

  	
   

  	
  I

  	
   

  	
  11.25

  	
  %

  






 


2.3                                 Price. The price for the purchase and sale referred to in
this Section 2 is the total amount of Ps. 2,453,400,000.00 (Two
Billion Four Hundred Fifty Three Million Four Hundred Thousand Mexican Pesos),
that is, the amount of Ps. 1.02098505567 (One 02098505567/100 Pesos) per share,
which shall be paid in the manner set forth in Sections 2.4, 2.5 and 2.6
below.


 


2.4                                 Payment. On this date, not later than at 12:00 o’clock noon,
Mexico City time, the Strategic Partner has paid a first installment equivalent
to 25% (twenty-five percent) of the price of the Share Package set forth in Section 2.1
above, that is, the amount of Ps. 613,350,000.00 (Six Hundred Thirteen Million
Three Hundred Fifty Thousand Mexican Pesos), through electronic transfer by
SPEUA of immediately available funds to account number 65-50003551-5, Branch
35, Locality 001 and bank code 014, that the Treasury keeps with Banco
Santander Mexicano, S.A., Institución de Banca Múltiple or any other
institution that it chooses for this purpose 48 (forty-eight) hours beforehand.


 


2.5                                 The unpaid balance of the price, that is,
the amount of Ps. 1,840,050,000.00 (One Billion Eight Hundred Forty Million
Fifty Thousand Mexican Pesos), plus the interest referred to in Section 2.6
below, shall be paid by the Strategic Partner directly to the Treasury, not
later than at 12:00 o’clock noon, Mexico City time, on December 1st,
1999, through electronic transfer by SPEUA of immediately available funds to
the account indicated for that purpose in Section 2.4 above or to
any other account that the Treasury chooses 48 (forty-eight) hours beforehand.


 


2.6                                 During the period elapsed between the
date of execution of this Agreement and the date on which the payment of the
outstanding balance of the price is made pursuant to Section 2.5
above, the Strategic Partner shall pay to the Federal Government gross interest
on the unpaid 


 


7





















 


amount at a rate equivalent to the daily arithmetic
average of the 28 day interbank equilibrium interest rate (“TIIE”) published by
Banco de México in the Official Gazette of the Federation, in the absence
thereof, of the interest rate that replaces it. For purposes of calculation of
such interest, the year shall be deemed to made up of 360 (three hundred and
sixty) days.  In the event that the
Strategic Partner chooses to pay the unpaid balance of the price in Dollars,
the interest earned in accordance with this Section will be converted to
Dollars, at the exchange rate that Banco de México publishes in the Official
Gazette of the Federation and that is applicable on the fifth banking business
day before the date on which said payment is made.


 


2.7                                 In
accordance with that which is set forth in numeral 9.6.1 of the Public Call,
the Partners of the Strategic Partner declare, under oath, that they act in
their own name and on their own behalf and that the source and structure of the
resources and financing with which the Strategic Partner shall cover the price
indicated in Section 2.3 above, and which was indicated in the winning
economic proposal of the Bidding Process by means of a written document, a copy
of which is attached to this Agreement as Exhibit 2, has not undergone any
modification.  Additionally, the
Strategic Partner and the Partners of the Strategic Partner accept that in the
event that after the date hereof it is found that the declarations made in this
Section are false, a penalty of Ps. 100,000,000.00 (One Hundred Million
Pesos 00/100), in the form indicated by the Federal Government, will be
assessed for the damages suffered by the Federal Government.


 


3.                                      Default
on Payment.


 


3.1                                 The Strategic Partner and the Federal
Government agree that if the unpaid balance of the price of the Shares of the
Holding Company being transferred by virtue of this Agreement is not fully
paid, or is not paid on the date set forth in Section 2.5 above,
such fact shall be considered as a cause of rescission of this Agreement and of
all of the Transaction Documents, with liability for the Strategic Partner,
pursuant to the provisions of paragraph 9.3 of the Public Call, applying in
such case the contractual penalty set forth in such therein, subject to the
provisions of Section 9.3 of this Agreement.


 


3.2                                 In the event that the Strategic Partner
incurs in the event of default provided for in this Section, the Federal
Government may demand from the Strategic Partner the Specific Performance of
this Agreement, as well as the payment of default interest, as from December 1st,
1999 and until the effective date of payment, at a rate equal to 2 (two) times
the interest rate equivalent to the daily arithmetic average of the 28 day
interbank equilibrium interest rate (TIIE) published by Banco de México in the
Official Gazette of the Federation or, in the absence thereof, of the interest
rate that replaces it. For purposes of calculation of such default interest,
the year shall be deemed to be made up of 360 (three hundred and sixty) days.


 


4.                                      Advance
payment.


 


4.1                                 The Strategic Partner may pay in advance
the unpaid balance of the price of the Shares, in whole or in part, provided
SCT is notified thereof at least 5 (five) business days prior to the date of
payment.


 


4.2                                 In no event may the advance payment of
the unpaid balance of the price of the Shares result in the reduction thereof,
nor shall any sanction be applied due to such advance payment.


 


8





















 


5.                                      Trust
Agreement.


 


5.1                                 On this date, the Strategic Partner shall
execute, as trustor and first beneficiary, a Trust Agreement with Banco
Nacional de Comercio Exterior, S.N.C., Trust Department, as Trustee, and the
Holding Company, as second beneficiary, to which the Strategic Partner hereby
irrevocably binds itself to contribute all the Share Package, once the price
therefor has been paid and it receives the shares certificates representing
them pursuant to the provisions of Section 7. below. The Share
Package must be kept in the trust constituted for that purpose at least during
the terms set forth in Section 2.4 of the Participation Agreement
and Section 6. of this Agreement, and the Trustee must vote the
Share Package at the shareholders meetings of the Holding Company pursuant to
the instructions given by the Strategic Partner, provided that such Shares of
the Share Package held in excess of 10% (ten percent) of the capital stock of
the Holding Company shall be voted by the Trustee always in the same manner as
the majority of shares of the capital stock of the Holding Company are voted.


 


6.                                      Obligation
not to sell.


 


6.1           Pursuant
to the provisions of the Public Call:


 


6.1.1                        The Key Partners must jointly hold a
minimum participation of 51% (fifty-one percent) in the Strategic Partner
during the term of the Participation Agreement (the “Fifteen-Year Waiting
Period”), with the understanding that each of the Key Partners must keep a
minimum participation of 25.5% (twenty-five point five percent) in the capital
stock of the Strategic Partner during such Fifteen-Year Waiting Period and any
additional participation shall be considered as participation of an Investing
Partner subject to the Three-Year or Five-Year Waiting Periods set forth hereinbelow.
In turn, the Investing Partners must keep their participation in the Strategic
Partner during a term of 3 (three) years as from the first public offer of
Shares of the Holding Company carried out in the terms of Section 3.3 of
the Participation Agreement (the “Three-Year Waiting Period”) or during a term
of 5 (five) years as from the date of execution of this Agreement (the “Five-Year
Waiting Period”), whichever occurs first. Upon the expiration of the Fifteen
and Three-Year or Five-Year Waiting Periods, as applicable, the Partners of the
Strategic Partner may dispose of or otherwise transfer, without restrictions,
their participation in the Strategic Partner.


 


6.1.2                        The Strategic Partner must keep 51%
(fifty-one percent) of its Share Participation in the Holding Company ,acquired
under this Agreement, for a term of 10 (ten) years as from the date of
execution of this Agreement (the “Ten-Year Waiting Period”) and 49% (forty-nine
percent) of its Share Participation during the Three-Year Waiting Period or
Five-Year Waiting Period, as the case may be, provided that upon the expiration
of the Ten-Year Waiting Period, the Strategic Partner may annually transfer up
to one fifth of such 51% (fifty-one percent) of its Share Participation in the
Holding Company to third parties, and upon the expiration of the Three-Year
Waiting Period or the Five-Year Waiting Period, as the case may be, the
Strategic Partner may dispose of or otherwise transfer, without restriction,
the Shares that it holds in the Holding Company in excess of such 51%
(fifty-one percent) of Share Participation.


 


9





















 


6.1.3                        Exceptions. The obligations of the Key
Partners, the Investing Partners and the Strategic Partner to keep a minimum
participation under Sections 6.1.1 and 6.1.2 above shall not be
applicable whenever (i) the participations referred to in such Sections
are transferred in favor of a Related Person that is not an individual,
complying with the requirements set forth in the Public Call and the
qualifications form delivered to the participants in the Bidding Process, and
such circumstance is notified 15 (fifteen) business days in advance to the
Ministry, evidencing compliance with the above mentioned requirements; or (ii) the
participations referred to in Section 6.1.1 are transferred by the
Key Partners or the Investing Partners in favor of any third party with the
prior written consent of the Ministry, evidencing that such third party
complies with the requirements set forth in the Public Call and form of
qualification delivered to the participants in the Bidding Process, as the case
may be, and in the event that Nafin keeps a participation of less than 51%
(fifty-one percent) of the capital stock of the Holding Company, in addition to
evidencing the requirements mentioned above and obtaining an authorization from
the Ministry, the favorable vote of at least 51% (fifty-one percent) of the
capital stock of the Holding Company, shall be required. In any event, prior to
the transfer of the above mentioned participation, the acquirer must bind
himself with respect to each of the parties to the Transaction Documents, to
comply with the obligations set forth therein.


 


7.                                      Delivery
of stock certificates.


 


7.1                                 The Federal Government shall deliver directly
to the Trustee on this date, on behalf of the Strategic Partner, the stock
certificates representing the paid-in portion of the Share Package referred to
in Section 2.1 above. Likewise, once the unpaid balance of the
price has been paid pursuant to Section 2.5 above, the Federal
Government shall deliver to the Trustee, on behalf of the Strategic Partner,
the remaining stock certificates referred to in Section 2.2 above.
Such stock certificates must be duly endorsed in ownership by the Federal
Government in favor of the Strategic Partner, and in ownership by the Strategic
Partner in favor of the Trustee.


 


8.                                      Registry.


 


8.1                                 The parties agree to instruct the Holding
Company so that the Stock Ledger of the Holding Company expressly states which
Shares have been paid to the Federal Government by the Strategic Partner, as
well as the fact that failure to comply with the obligation of payment of the
unpaid balance of the price may result in the termination of this Agreement.


 


9.                                      Default.


 


9.1                                 In the event that the Strategic Partner
fails to make the payments to which it binds itself under Sections 2.4 and
2.5 of this Agreement, or contravenes the provisions of Section 6.
above, the Federal Government may terminate this Agreement without need of
previous judicial declaration, with liability for the Strategic Partner under
the provisions of paragraph 9.3 of the Public Call, applying in such case the
contractual penalty set forth in such paragraph, subject to the provisions of Section 9.3
of this Agreement.


 


9.2                                 Likewise, in the event that the Strategic
Partner incurs in the event of default provided for in this Section, the
Federal Government may then demand from the Strategic Partner the specific


 


10





















 


performance of this Agreement, and the payment of
default interest as from the date on which the payment of the price was due
pursuant to Section 2. above, until the effective date of payment,
at a rate equal to 2 (two) times the interest rate equivalent to the daily arithmetic
average of the 28 day interbank equilibrium interest rate (TIIE) published by
Banco de México in the Official Gazette of the Federation or, in the absence
thereof, of the interest rate that replaces it. For purposes of calculation of
such default interest, the year shall be deemed to be made up of 360 (three
hundred and sixty) days.


 


9.3                                 The parties hereby agree that in the
event of rescission, the Federal Government shall directly apply the amount of
the payment of the price of the Share Package to the payment of the contractual
penalty agreed upon herein, and therefore, in terms of Article 2311 of the
Civil Code for the Federal District in Common Matters, and for all the Republic
in Federal Matters, the amount corresponding to the payment of the price of the
Share Package shall be deemed as virtually reimbursed, with the Strategic
Partner or the Trustee, as the case may be, being bound to return to the
Federal Government any stock certificates which may have been delivered, on the
business day following the date on which it is notified in writing of the
rescission of this Agreement. The Strategic Partner hereby binds itself to
return any Shares comprising the Share Package free from any lien and
limitation of ownership.


 


9.4                                 The provisions of this Section 9.
are without prejudice of any other provisions contained in the Participation
Agreement or in the Transaction Documents.


 


10.                               Reimbursement
of Liabilities.


 


10.1                           The parties hereby agree that the price
of the Shares subject matter of this stock purchase agreement shall not be
adjusted for any cause; however, in the event that any liabilities arise in the
Holding Company, the Service Company, or any of the Concession Companies, which
are not totally or partially recorded in the Financial Statements, and which
liabilities result from transactions made prior to the execution of this
Agreement or derive from acts or facts other than in the ordinary course of
business, such unrecorded liabilities shall be setoff with any liabilities
which may have been totally or partially paid, and which payment has not been
recorded in such Financial Statements, as well as with such recorded but
non-existent liabilities. The Federal Government shall reimburse the balance of
such liabilities in favor of the corresponding Company of the Airport Group.


 


10.2                           In case of lack of registration of such
liabilities, the parties to this Agreement shall appoint an internationally
recognized auditing firm, which must be independent of any of the parties, in
order to determine the existence of such liabilities and if these liabilities
result in a reimbursement in favor of the corresponding Company of the Airport
Group of the amounts necessary to pay the same. For the purposes of this
paragraph, only such liabilities which claim has been submitted in the terms of
Section 11. hereof shall be considered. Any fees, costs and
expenses incurred by the auditing firm shall be paid equally by the Federal
Government and the Strategic Partner. Likewise, the opinion of the auditing
firm shall be definitive, and shall bind the parties in its terms and shall not
be subject to any remedy. The foregoing constitutes an arbitration commitment
in the terms of Article 1423 of the Code of Commerce, the parties
submitting themselves to such statute for anything not expressly provided for
in this Section.


 


11





















 


10.3                           For purposes of the reimbursement to the
corresponding Company of the Airport Group in terms of Section 10.2
above, the existing assets of the Holding Company, the Service Company or the
Concession Companies, which were not recorded in the Financial Statements,
shall be taken into consideration in order to setoff the total assets with the
total liabilities and obtain, as the case may be, the net difference in favor
of the corresponding Company of the Airport Group.


 


10.4                           The Federal Government shall pay the
amount which may result in favor of the Airport Group, provided that the total
claims exceed Ps. 5,000,000.00 (Five Million Mexican Pesos) in a term not to
exceed 90 (ninety) calendar days as from the date of delivery of the stock
certificates representing the Share Package. The parties agree that should
there be an unpaid balance in favor of the Federal Government, the setoff may
be made up to the amount of the lesser debt.


 


10.5                           Any unrecorded liabilities derived from
fiscal, environmental or labor obligations are exempted from the term set forth
in Section 10.4, in which case, the term to file the claim shall be
that set forth by the legal provisions in force on the date of execution of
this Agreement, in connection with the extinction or expiration of the right or
action on which the claim is based.


 


10.6                           For purposes of the reimbursement to the
Airport Group, the financial cost which may be accrued shall be calculated at a
rate equal to 2 (two) times the interest rate equivalent to the daily
arithmetic average of the 28 (twenty-eight) day interbank equilibrium interest
rate (“TIIE”) that, during the period counted as from the date of payment of
the claims under Section 10.5 above and the payment in cash, is
published by Banco de México in the Official Gazette of the Federation or, in
the absence thereof, the applicable interest rate that replaces it during the
corresponding period.


 


11.                               Claim
of Liabilities.


 


11.1                           The parties agree that the payment of
claims derived from liabilities not recorded in the Financial Statements shall
only be applicable whenever:


 


11.1.1                  Within the period granted to solicit
the payment of claims referred to in Section 12.1 below, the
Federal Government, through the SCT, is notified in writing by Purchaser or the
Holding Company, within no later than the 5 (five) calendar days after the date
on which the existence of the liability or any claim arising therefrom was
notified, whether judicially or extra-judicially, so that the Federal
Government may take any actions or assume any defenses, that it deems
appropriate, as the case may be.


 


11.1.2                  In the event that the Federal
Government solicits payment as provided above, the Holding Company or the
corresponding Concession Company must judicially or extra-judicially defend the
respective claims, submitting itself to the indications of the Federal
Government.


 


11.1.3                  If so requested by the Federal
Government through the Ministry, the Strategic Partner or, as the case may be,
the Holding Company or the corresponding Concession Company, shall furnish to
the Federal Government or its representative, provided that it is promptly
requested, any available information and elements so that in the event that the
Federal Government decides to defend the corresponding claims, it has the
necessary 


 


12





















 


means
therefor. In such case, the Holding Company shall be bound to grant any powers
of attorney as may be required in favor of the persons that the Federal
Government determines, provided that failure to grant such powers shall result
in the inapplicability of the corresponding reimbursement.


 


11.1.4                  The liability or claim derived
therefrom is not a direct consequence of a negligent or deceitful action
imputable to the Strategic Partner.


 


11.2                           Whenever the claims referred to in the
above paragraphs derive from any acts for which, in terms of this Agreement,
the Federal Government may be responsible, all expenses and costs of defense
incurred by the Holding Company or any of the companies that form the Airport
Group, shall be reimbursed by the Federal Government, provided that the same
are reasonable, are duly evidenced, and are directly related to the claims
mentioned in the above paragraphs. The amounts corresponding to the items
referred to in this paragraph shall be reimbursed to the Holding Company by the
Federal Government within a term of 45 (forty-five) calendar days as from the
date on which the same may be determined.


 


12.                               Term
for Claims.


 


12.1                           The Strategic Partner shall have a term
of 45 (forty-five) calendar days from the date on which the purchase audit  referred to in Section 13.1 below
is concluded, to request the payment of claims in the terms of Sections 10. and
11 above.


 


12.2                           Without prejudice to the obligation
contained in Section 11.1.1 above, the request of payment of claims
for unrecorded liabilities or the failure to deliver assets to the Concession
Companies under the Assets Purchase and Sale Agreement, shall be made in a
single document.


 


13.                               Purchase
Audit.


 


13.1         The
Strategic Partner may carry out, at its expense, a purchase audit for the
purpose of determining the existence of any unrecorded liabilities referred to
in Section 10. above. Such audit, as the case may be, may start on
the business day following the date of execution of this Agreement and may in
no event exceed 90 (ninety) calendar days as from the date of delivery of the
certificates representing the Share Package.


 


13.2         Upon
completion of the audit, the auditor shall issue a certificate of which it
shall deliver a copy to each of the parties, provided that its opinion shall
not bind the Federal Government in any manner whatsoever.


 


13.3         Whenever
as a result of the audit there are any unrecorded assets reflected in the
Financial Statements, the Federal Government shall act upon the terms of the
provisions of Section 10.3.


 


14.                               Indemnification
for the Case of Dispossession


 


14.1                           The Federal Government agrees to indemnify
the Strategic Partner should the Strategic Partner be dispossessed of the title
to the Share Package.


 


13





















 


15.                               Possibility
of Acquisition of the Optional Shares.


 


15.1                           Under the provisions of the Public Call,
in addition to its holding of the Share Package, the Strategic Partner may
participate in the capital stock of the Holding Company through the exercise of
an option to acquire any Series “B” Shares that represent up to 5% (five
percent) of the capital stock of the Holding Company, but in no event may the
Strategic Partner participate in more than 20% (twenty percent) of such capital
stock, unless it acquires the Additional Shares, in which case, it may
participate temporarily with up to 56% (fifty-six percent) of the capital stock
of the Holding Company. Additionally, the Shares owned by the Strategic Partner
must be kept in the Trust set up by virtue of the Trust Agreement, and such
Shares that the Strategic Partner holds in excess of such 10% (ten percent) of
the capital stock of the Holding Company, must be voted in the same sense as
the majority of the Shares at the shareholders meetings are voted.


 


15.2         The
acquisition of the Optional Shares by the Strategic Partner shall be subject to
the provisions of the Option Agreement.


 


16.                               Resolution
of Controversies.


 


16.1         For
the interpretation of this Agreement and for the resolution of any controversy
arising therefrom, the parties expressly and irrevocably submit to the
jurisdiction of the competent federal courts in the Federal District, therefore
waiving any jurisdiction that may correspond to them by reason of their present
or future domiciles.


 


17.          Miscellaneous.


 


17.1         Notices.
Any notice to be delivered by one party to the other under this Agreement shall
be in writing and sent to the other party by certified mail, return receipt
requested, fax, courier or personal service, and shall be considered as served
whenever actually received by the addressee. All such notices shall be sent to
the following domiciles of the parties:


 


To the Strategic Partner:


 


Aeropuertos Mexicanos del
Pacífico, S.A. de C.V.


Blvd. Manuel Avila Camacho No. 88, 9th
Floor

Col. Lomas de Chapultepec

11000 Mexico, D.F.


 


Attention: Mr. Jaime de la Rosa Montes


 


To the Federal Government:


 


Secretaría de
Comunicaciones y Transportes


Av. Xola y Universidad


Col. Narvarte


México, D.F.


 


Attention: General Legal Department


 


14





















 


The parties may modify their domiciles by notice sent
to the other party in the form provided for in this Section.


 


17.2         Amendments.
No amendment to this Agreement shall be effective unless agreed upon in writing
by each of the parties.


 


17.3         Headings.
The headings of the sections of this Agreement are only for reference purposes
and shall not limit or otherwise affect the meaning of any provision of this
Agreement.


 


17.4         Severability.
In the event that one or more of the provisions included in this Agreement, or
the application thereof in any circumstance is declared invalid, illegal or
unenforceable by any competent authority in any respect or for any reason, the
validity, legality and enforceability of any such provisions in any other
respect, and of the remaining provisions of this Agreement shall not be limited
or affected in any manner whatsoever. Additionally, the parties to this
Agreement agree to use their best efforts to replace such invalid, illegal or
unenforceable provision with a valid, legal and enforceable provision which
shall seek to fulfill, to the greatest extent possible, with the economic,
business and other purposes of the invalid or unenforceable provision.


 


17.5         Successors,
Assignees, etc. Except as otherwise provided for in this Agreement, the
parties shall not transfer or assign the rights and obligations under this
Agreement without prior written consent from the Federal Government.


 


17.6         Applicable
Law. This Agreement shall be ruled and performed pursuant to the laws of
Mexico for federal matters and of the Federal District for local matters.


 


17.7         Applicable
Currency. Except as otherwise expressly provided for in this Agreement, any
reference to any amount of money shall be deemed a reference to the lawful
currency of Mexico, that is, Mexican pesos.


 


17.8         Counterparts.
This Agreement shall be executed in 6 (six) counterparts, each of them,
whenever so executed, shall be considered as an original, but all of which
shall constitute one and the same instrument.


 


17.9         Full
Agreement. Except as otherwise specifically provided, this instrument
supersedes all prior agreements between the parties in connection with the
purpose of this instrument, and it is the intention of the parties that it be
the final expression and the complete and exclusive statement of their
agreement with respect to the subject matter of this Agreement.


 


15





















 


This Agreement is signed at 12:30 P.M. on the
date first above written, with the agreement of all the parties thereto, in
Mexico City, Federal District.


 


	
  FEDERAL
  GOVERNMENT, THROUGH

  THE MINISTRY OF COMMUNICATIONS

  AND TRANSPORTATION

  	
  AEROPUERTOS
  MEXICANOS DEL

  PACIFICO, S.A. DE C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: Aarón
  Dychter Poltolarek

  Title: Undersecretary of Transportation

  	
  By: Jaime de la
  Rosa Montes

  Title: Legal representative

  
	
   

  	
   

  
	
   

  	
   

  
	
  AENA SERVICIOS
  AERONAUTICOS, S.A.

  SOCIEDAD UNIPERSONAL,

  JOINT AND SEVERAL OBLIGOR (under the

  terms of this Agreement)

  	
  AEROPUERTO DEL
  PACIFICO

  ANGELES, S.A. DE C.V.,

  JOINT AND SEVERAL OBLIGOR (under

  the terms of this Agreement)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: Jaime de la
  Rosa Montes

  Title: Legal representative

  	
  By: Jaime de la
  Rosa Montes

  Title: Legal representative

  
	
   

  	
   

  
	
   

  	
   

  
	
  INVERSORA DEL
  NORESTE, S.A.,

  JOINT AND SEVERAL OBLIGOR (under the

  terms of this Agreement)

  	
  GRUPO DRAGADOS,
  S.A.,

  JOINT AND SEVERAL OBLIGOR (under

  the terms of this Agreement)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: Jaime de la
  Rosa Montes

  Title: Legal representative

  	
  By: Jaime de la
  Rosa Montes

  Title: Legal representative

  
	
   

  	
   

  
	
   

  	
   

  
	
  GRUPO
  EMPRESARIAL ANGELES, S.A.

  DE C.V. ,

  JOINT AND SEVERAL OBLIGOR (under the

  terms of this Agreement)

  	
  TREASURY OF THE
  FEDERATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: Olegario
  Vázquez Aldir

  Title: Legal representative

  	
  By: Pablo
  Escalante Tattersfield

  Title: Undertreasurer of the Federation

  
						



 


16





















 


Exhibit 1


 


 


FINANCIAL STATEMENTS


 





















 


Exhibit 2


 


 


WRITTEN DOCUMENT THAT THE PARTNERS OF THE STRATEGIC
PARTNER

PRESENTED AS PART OF THEIR ECONOMIC PROPOSAL IN THE TERMS OF THE

PENULTIMATE PARAGRAPH OF SECTION 6.6 OF THE PUBLIC CALL