Exhibit 10.4


 


TRANSLATION


 


OPTION AGREEMENT


 


OPTION AGREEMENT EXECUTED ON AUGUST 25, 1999, BY
AND BETWEEN GRUPO AEROPORTUARIO DEL PACIFICO, S.A. DE C.V. (HEREINAFTER, THE “ISSUING
COMPANY”) AS SELLER AND AEROPUERTOS MEXICANSO DEL PACIFICO, S.A. DE C.V. (HEREINAFTER,
THE “STRATEGIC PARTNER”) AS PURCHASER, PURSUANT TO THE FOLLOWING STATEMENTS AND
CLAUSES.


 


WHEREAS the
Issuing Company and the Strategic Partner, among others, have executed a
Participation Agreement on this same date; the Issuing Company, subject to the
terms and conditions of such Participation Agreement, has agreed, through the
authorization of a shareholders meeting, to grant to the Strategic Partner an
option for the subscription and payment of the Optional Shares.


 


WHEREAS the
Strategic Partner has acquired 15% (fifteen percent) of the Shares representing
the capital stock of the Issuing Company; and


 


WHEREAS
pursuant to the Participation Agreement, the Issuing Company, by resolution of
the extraordinary shareholders meeting of the same, held on August 25, 1999,
has resolved to issue the Optional Shares in favor of the Strategic Partner,
which Optional Shares shall be kept in the treasury pending subscription and
payment by the Strategic Partner or any Holder in favor of which the Option is transferred
upon the terms of this Agreement.


 


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 meanings in this
Agreement, except as otherwise defined herein. Likewise, the terms defined
below shall have the following meanings ascribed to them:


 


	
  Agreement

  	
   

  	
  this Option 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. 

  
	
   

  	
   

  	
   

  
	
  Exercise Date

  	
   

  	
  the date of receipt by the Issuing Company of an
  Exercise Notice. 

  



 





















 


	
  Exercise Notice

  	
   

  	
  the notice from the Option Holders to the Issuing
  Company in connection with their wish to exercise the same in the Portion of
  Optional Shares corresponding to each Exercise Period. 

  
	
   

  	
   

  	
   

  
	
  Public Offer

  	
   

  	
  the public offer that Nafin carries out under Section
  3.3 of the Participation Agreement. 

  
	
   

  	
   

  	
   

  
	
  Option

  	
   

  	
  the right granted in favor of the Strategic Partner
  or, as the case may be, of the registered Holders, to subscribe and pay for
  the Optional Shares currently issued and to be issued in the future to
  maintain the Guaranteed Proportion. 

  
	
   

  	
   

  	
   

  
	
  Exercise Period

  	
   

  	
  With respect to the First, Second and Third Portion
  of Shares, the 24 (twenty-four) month period, as of (i) the third anniversary
  for the First Portion of Optional Shares (the “First Exercise Period”); (ii)
  the fourth anniversary for the Second Portion of Optional Shares (the “Second
  Exercise Period”); and (iii) the fifth anniversary for the Third Portion of
  the Exercise (the “Third Exercise Period”), counting such anniversaries as of
  the date of the execution of this Agreement. 

  
	
   

  	
   

  	
   

  
	
  Exercise Term

  	
   

  	
  the 24 (twenty-four) months as of the date of the
  beginning of each Exercise Period during which the Option may be exercised
  with respect to each Portion of Optional Shares. 

  
	
   

  	
   

  	
   

  
	
  Portion of Optional Shares

  	
   

  	
  the First Portion of Optional Shares equivalent to
  2% (two percent) of the capital stock of the Issuing Company once they have
  been issued, which may be exercised in the First Exercise Period, the Second
  Portion of Optional Shares equivalent to 2% (two percent) of the capital
  stock of the Issuing Company once they have been issued, which may be
  exercised in the Second Exercise Period; and the Third Portion of Optional
  Shares equivalent to 1% (one percent) of the capital stock of the Issuing
  Company once they have been issued, which may be exercised in the Third Exercise
  Period. 

  
	
   

  	
   

  	
   

  
	
  Subscription Price

  	
   

  	
  the price of the Optional Shares set forth in Section
  3. hereof. 

  
	
   

  	
   

  	
   

  
	
  Guaranteed Portion

  	
   

  	
  the percentage of Shares which during the term of
  the Option provided for in this Agreement must be kept by the Issuing Company
  in its treasury for subscription and payment thereof by the Strategic Partner
  or the registered Holders, as the case may be, for each Exercise Period,
  pursuant to Section 1.1. of this Agreement. 

  



 


2





















 


	
  Issuing Company

  	
   

  	
  Grupo Aeroportuario del Pacífico, S.A. de C.V. 

  
	
   

  	
   

  	
   

  
	
  Holder

  	
   

  	
  means any individual or legal entity who may have
  acquired the Option from the Strategic Partner or any Holder during the
  Exercise Period.

  



 


RECITALS


 


I.                                         The
Issuing Company states, through its representative, that:


 


I.1                                   It
is a mercantile company incorporated in accordance with Mexican law, 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 and recorded
with the Public Registry of Commerce for the Federal District on June 25, 1998,
under mercantile folio number 238578.


 


I.2                                   It
holds 100% (except for one share owned by the Federal Government) of the shares
representing the capital stock of each of the Concession Companies and of the
Service Company.


 


I.3                                   Its
legal representative has sufficient authority to execute this Agreement
pursuant to public instrument number 52,560, issued by Mr. Luis de Angoitia
Becerra, Notary Public Number 109 for the Federal District, and that to this
date they have not been modified or revoked.


 


I.4                                   It
has obtained each and all of the corporate authorizations that pursuant to its
corporate by-laws and the applicable legislation are required for the execution
of this Agreement and the issuance of the Optional Shares.


 


I.5                                   The
shareholders of the Issuing Company have waived the right of first refusal,
granted by Article 132 of the General Law of Business Organizations and clause
twelve of its by-laws, to subscribe and pay the Optional Shares, as well as any
other Shares that may be issued in the future and with respect to which the
Option must be granted, in order for the Optional Shares to represent the
Guaranteed Proportion.


 


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


 


II.1.                            It
is a mercantile company duly incorporated under Mexican law by means of public
instrument number 75,620, dated August 18, 1999, issued by 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 on
December 3, 1998, under mercantile folio number 242,982, and it has sufficient
authority under its by-laws to execute this Option Agreement.


 


II.2                             Its
legal representative has sufficient authority to execute this Agreement
pursuant to the authority granted to him by means of the public instrument deed
referred to in paragraph II.1 above.


 


II.3                               Its
shareholders obtained authorization as participants in the bidding process by
official communication 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 Restructuring Committee for the Mexican Airport System.


 


3





















 


II.4                               Its
shareholders submitted their proposal to acquire the Share Participation in the
terms of the Public Call and such proposal was selected as successful, same
which was notified by SCT to the Strategic Partner on August 11, 1999 through
the Chairman of the Restructuring Committee.


 


II.5                               It
has the necessary technical and financial capacity, as well as sufficient human
resources to comply with the obligations contained under this Agreement.


 


IN VIRTUE OF THE FOREGOING,
of the mutual agreements and conditions contained in this Agreement, the
Participation Agreement and the Transaction Documents, and for the purpose of
being legally bound in the terms thereof, the Issuing Company and the Strategic
Partner agree to the following


 


CLAUSES


 


1.                                      Purpose.


 


1.1                                 The
Issuing Company, with the approval of its shareholders, grants in favor of the
Strategic Partner the right (hereinafter the “Option”) to carry out the
subscription and payment of the Optional Shares which shall belong to Series “B”
and shall represent at all times 5% (five percent) of the capital stock of the
Issuing Company (the “Guaranteed Proportion”) (calculated on the number of outstanding
shares plus the Optional Shares), and which must be exercised upon the terms of
Section 2. below. Likewise, the Strategic Partner accepts the Option
granted in its favor by the Issuing Company.


 


2.                                      Exercise.


 


2.1                                 The
Strategic Partner or any other registered Holders may exercise the Option only
with respect to each Portion of Optional Shares, from each corresponding
Exercise Period, in order to acquire the corresponding Portion of Shares.


 


2.2                                 In
order to exercise the Option, the Strategic Partner or the registered Holders
thereof must notify to the Issuing Company their intention to exercise the
Option, and to subscribe and pay for the corresponding Portion of Optional
Shares within the corresponding Exercise Period, by submitting an Exercise
Notice in the form contained in Exhibit “1” of this Agreement.


 


2.3                                 Once
the Option has been exercised by the Strategic Partner or the registered
Holder, as the case may be, they shall assume an unconditional payment
obligation in favor of the Issuing Company with respect to the subscription
Price of the Optional Shares, payable no later than at 12:00 o’clock, Mexico
City time, on the sixtieth business day following the Exercise Date.


 


2.4                                 In
the event that during any Exercise Period the Strategic Partner or any Option
Holder partially exercises or fails to exercise its right to acquire the
Portion of Optional Shares corresponding to such Exercise Period, the Option
corresponding to the non-exercised Portion of Optional Shares, or the entire
Option, shall be forfeited, as the case may be, without any liability for the
Issuing Company.


 


2.5                                 Neither
the Strategic Partner nor any Option Holder may exercise the Option if on the
Exercise Date, the Strategic Partner or the Option Holder contravene the
provisions of article six of the By-laws of the Holding Company, or if an event
of default under the Technical Assistance Agreement has occurred and such
default has been declared as such by any of the parties thereto.


 


4





















 


2.6                                 The
Strategic Partner or, as the case may be, the Option Holder may, in the event
that (i) any shareholder acquires an individual participation equivalent to or
in excess of 35% (thirty-five percent) of the capital stock of the Issuing
Company, prior amendment to the corporate by-laws thereof for such purpose; or
(ii) the shareholders meeting resolves to approve a merger involving a dilution
of its shareholders in a percentage exceeding 35% (thirty-five percent) of its
total participation prior to the merger, fully exercise the Option in advance,
provided that it notifies the same to the Issuing Company within 30 (thirty)
days following (1) the date of the general shareholders meeting resolving such
amendment to the by-laws; or (2) the date of the general extraordinary
shareholders’ meeting approving the merger, as the case may be.


 


2.7                                 In
the event that during a period of thirty (30) consecutive days the market price
per share representing the capital stock of the Issuing Company is equivalent
to or in excess of $0.2188372212346 U.S. Dollars (0.2188372212346 Dollars,
lawful currency of the United States of America), that is, twice the price
mentioned in Section 3.1 below, the Strategic Partner or, as the case
may be, the Option Holder, may exercise in advance the Option provided for in
this Agreement, within the 60 (sixty) business days following the notice sent
by the Issuing Company for that purpose and, therefore, subscribe for and pay
all the Optional Shares then pending subscription and payment, at the price set
forth in Section 3.1 below, subsequently terminating this Agreement. In
the event that the Strategic Partner or the Option Holder fails to exercise the
same under this Section, this Agreement shall be terminated without liability
for the Issuing Company, and such Option shall be forfeited in the future.


 


2.8                                 Release
of Optional Shares. Once the Option has been exercised by the Strategic
Partner or any other Holder and the subscription Price of the Optional Shares
has been paid for under Section 3.4 below, the Issuing Company shall
release the Optional Shares kept in its treasury which may have been acquired
in the exercise of the Option and shall deliver the certificates representing
them to the Strategic Partner or to the corresponding Holder, as the case may
be.


 


Notwithstanding the foregoing, the Strategic Partner
hereby undertakes the obligation to irrevocably contribute to the Trust any
Optional Shares that it may acquire at any time by reason of the exercise of
the Option subject matter of this Agreement, in order for the same to be part
of the trust estate and be subject to the terms and conditions of the Trust
Agreement.


 


3.                                       Price.


 


3.1                                 The
subscription price of the Optional Shares upon each exercise of the Option
shall be equal to $0.1094186106173 U.S. Dollars (0.1094186106173 Dollars,
lawful currency of the United States of America) per share, plus annual
interest equivalent to 5% (five percent) as from the date of execution of this
Agreement until the Option Exercise Date, in the understanding that the
Subscription Price of the Optional Shares shall be paid in Mexican currency at
the exchange rate in force published by Banco de México in the Official Gazette
of the Federation the day prior to the payment date.


 


3.2                                 In
the event that during the term of the Option referred to in this Agreement, the
Issuing Company pays to its shareholders dividends in cash or in shares, the
resulting price per share shall be reduced by the proportion of such dividends
in cash or in shares that would have corresponded to each Optional Share and
the interest referred to in Section 3.1 above shall be calculated based
on this result.


 


3.3                                 In
the event that the number of shares representing the capital stock of the
Issuing Company is modified without there being an increase or reduction in the
capital stock thereof, as in the case of splits, the Subscription Price of the
Optional Shares shall be automatically modified, in order for the 


 


5





















 


subscription value set forth in Section 3.1 to be modified in
proportion to the modification in the number of Optional Shares.


 


3.4  The payment of the
Subscription Price of the Optional Shares for which the Option has been
exercised must be made by the Strategic Partner or, as the case may be, by the
registered Holder which may have exercised it, not later than 60 (sixty) business
days following the Date of Exercise of the Option, in immediately available
funds in favor of the Issuing Company in the account that it notifies in
writing prior to the payment.


 


4.                                      Obligations
of the Issuing Company.


 


4.1                                 As
from the date of this Agreement and until the final exercise of the Option, the
Issuing Company shall keep in its treasury sufficient shares representing at
all times the Guaranteed Portion reduced by the percentage of the Option with
respect to which the Option has been exercised in each Exercise Period.
Therefore, in the event that the shareholders of the Issuing Company approve
any increase in the capital stock of the Issuing Company before the last
Exercise Period of the Option, the shares necessary to keep the corresponding
Guaranteed Proportion shall be issued, and shall be kept in the treasury of the
Issuing Company as treasury shares, until the Holder exercises the
corresponding part of the Option. Such new shares in treasury shall be
considered as Optional Shares.


 


4.2                                 In
the event of any reductions in the capital stock of the Issuing Company, the
same shall be reduced pursuant to the instructions of the shareholders meeting
resolving such reduction, but at all times, before any Exercise Period of the
Option, shares representing the corresponding Guaranteed Proportion shall be
kept in the treasury of the Issuing Company. Consequently, when such reduction
of the capital stock of the Issuing Company is resolved, shares sufficient to
reach the corresponding Guaranteed Proportion, considering the Optional Shares
acquired in previous exercises of the Option, shall be cancelled.


 


4.3                                 In
the event that as from the execution hereof and until the final exercise of the
Option, the Issuing Company pays a stock dividend to its shareholders, the
Issuing Company shall issue the number of shares in treasury needed to maintain
the Guaranteed Proportion.


 


4.4                                 In
the event of any reduction in the par value, if any, of the Shares of the
Issuing Company, the par value, if any, of the Optional shares pending
subscription and payment shall be automatically reduced, without adjustment to
the Subscription Price of the Optional Shares.


 


4.5                                 In
the event that the number of shares representing the capital stock of the
Issuing Company is modified without an increase or reduction in the capital
stock of the Issuing Company, as in the case of splits, the number of Shares of
the Portions of Shares with respect to which the exercise of the Option is
pending, shall be automatically modified, and the provisions of Section 3.3
shall be applied.


 


4.6                                 In
any event, as from the first exercise of the Option, the Issuing Company shall
keep in its treasury shares representing 5% (five percent) of its capital
stock, once they have been issued, reduced in the percentage with respect to
which the Strategic Partner or any Holder thereof may have exercised the Option
in each Exercise Period. The Issuing Company shall inform periodically the
Strategic Partner or, as the case may be, the registered Holders, of the number
of Optional Shares kept in its treasury, as well as the percentage that the
same represent in the capital stock of the Issuing Company.


 


4.7                                 In
the event that the shareholders of the Issuing Company agree to place the
shares representing its capital stock among the public, a notice in writing
shall be sent to the Strategic Partner or, as the case 


 


6





















 


may be, to the registered Holders, with respect to this intention to
quote the shares of the Issuing Company in the securities market, at least 15
(fifteen) calendar days prior to the date on which it is foreseen that the
quotation in the respective stock will commence.


 


4.8                                 The
Issuing Company must deliver to the Strategic Partner or, as the case may be,
to the registered Holders pursuant to Section 6. below, during the first
four months of each year, one copy of its financial statements and annual
report which may have been submitted to the shareholders for the approval
thereof by the General Annual Ordinary Shareholders Meeting.


 


4.9                                 The
Issuing Company agrees that during the entire term of this Agreement, not more
than 49% (forty-nine percent) of the capital stock of any of the Concession
Companies shall be transferred, nor shall it allow them to assign the concessions
they have to operate the Assigned Airports. In all events, the Issuing Company
must comply with the applicable provisions included in the By-laws of the
Issuing Company.


 


4.10                           The
obligations of the Issuing Company provided for in this Agreement must be
assumed by any companies that succeed it by reason of transfer of shares,
mergers, consolidations, reorganizations or by any other cause.


 


5.                                      Transfer
of the Option.


 


5.1                                 As
from the date of execution of this Agreement and until the First Exercise Period,
the Strategic Partner may dispose of, assign or otherwise transfer, the Option
to acquire the corresponding Portion of Shares, hereby granted by the Issuing
Company, in favor of any of the Partners of the Strategic Partner or Related
Persons thereof.


 


5.2                                 As
from the First Exercise Period, the Strategic Partner or any Holder may dispose
of, assign or otherwise transfer the Option hereby granted by the Issuing
Company, in favor of an individual or legal entity satisfying the requirements
set forth in the Airport Law to be a shareholder of the Issuing Company (each
of them, a “Holder”) and who is able to acquire the Optional Shares under the
By-laws of the Holding Company. Any transfer of the Option against the
provisions of the Airport Law or this Agreement shall be null and shall have no
legal effect whatsoever.


 


5.3                                 The
part of the Option to be exercised during a specific Exercise Period may only
be transferred in favor of a single person and therefore, such part of the
Option may not be divided.


 


6.                                      Registry
of Holders.


 


6.1                                 The
Issuing Company must keep a registry of the Option Holders, which shall
indicate the name and domicile of each Holder, as well as the percentage of
shares of the Issuing Company representing the Option held by each of them and
the Exercise Period during which these options may be exercised.


 


6.2                                 For
purposes of the foregoing, the Strategic Partner or any Holder, as the case may
be, must provide the Issuing Company, no later than 10 (ten) days following the
date on which the Option held is transferred, the information referred to in Section
6.1 above.


 


6.3                                 The
Issuing Company shall not recognize as Holder any person in favor of which the
Option is transferred in violation of the provisions of Sections 5.1 and 5.2
and, therefore, shall not register such person as a Holder in terms of this
Section.


 


7





















 


7.                                      Termination
of the Option.


 


7.1                                 The
Option held at any time by the Strategic Partner or any Holders who are Related
Persons of the Strategic Partner shall be immediately terminated without prior
notice being required, in the event that the Strategic Partner fails to comply
with any of its obligations under this Agreement or any of the Transaction
Documents, and such default is declared an Event of Default under the
Participation Agreement. The foregoing shall not be applicable in the event
that the Holders are not Related Persons of the Strategic Partner.


 


7.2                                 Notwithstanding
the foregoing, the Option shall be partially terminated in each exercise
thereof and totally terminated whenever all the Optional Shares have been
acquired.


 


7.3                                 This
Agreement shall be effective until the Option is terminated under this
Agreement.


 


8.                                      Amendments
and Waivers.


 


8.1                                 Neither
this Agreement nor any term or provision thereof may be amended, changed,
added, waived, dismissed or terminated, except if the same is evidenced in a
writing signed by the parties to this Agreement, in the understanding that as
long as the shares representing the capital stock of the Issuing Company are
not quoted in a national or international stock exchange, such amendment may
only be carried out with the prior authorization of the Federal Government
through SCT.


 


9.                                      Notices.


 


9.1                                 Any
notices to be delivered by one party to the other under this Agreement must be
made in writing and sent to the other party by certified mail, return receipt
requested, fax, courier or personal delivery, and shall be considered as served
whenever it is actually received by the addressee. All such notices shall be
sent to the Option Holders to the domicile recorded by the Issuing Company in
the terms of Section 6. hereof and to the Issuing Company at the
following domicile:


 


Grupo Aeroportuario del Pacífico, S.A. de C.V.


Ave. 602 No. 161


Col. San Juan de Aragón


15620 México, D.F.


Attn: General Director


 


Any of the parties may change its domicile indicated
above by notice given to the other parties as provided for in this Section.


 


10.                               Resolution
of Controversies.


 


10.1                           Arbitration
Rules. For the construction of this Agreement and for the resolution of any
controversy that may arise therefrom, the Parties expressly and irrevocably
submit themselves to the arbitration proceeding regulated by the arbitration
rules (the “Arbitration Rules”) of the International Chamber of Commerce,
Mexican chapter (“ICC”); therefore, any controversy that may arise from, or in
connection with this Agreement and the alleged default, termination or validity
thereof (“Controversy”), must, upon written request of one party delivered to
the other parties (an “Arbitration Request”), be 


 


8





















 


definitively resolved by arbitration, substantiated under the
Arbitration Rules of the ICC, except for any special rules established in this Section
10. which may modify the Arbitration Rules.


 


10.2                           Arbitration
Proceeding. The arbitration proceeding shall be carried out, and the award
shall be issued in Mexico City, Federal District, United Mexican States, in the
Spanish language. The arbitration proceeding shall be conducted before three
neutral arbitrators, pursuant to that which is set forth below. The Holder
shall appoint one arbitrator and the Issuing Company shall jointly appoint
another arbitrator within 15 (fifteen) days following the date of an Arbitration
Request, in the understanding that all arbitrators shall be of Mexican
nationality. The two appointed arbitrators shall appoint the third arbitrator
by common agreement in a term not to exceed 15 (fifteen) days following the
designation of the last of the first two arbitrators. The arbitrators shall
appoint from among them the arbitrator who shall act as chairman of the
arbitration court, within 5 (five) days following the date of the last of such
appointments. If any appointment of the arbitrators is not made within the
terms herein set forth, the ICC shall make such appointment upon request of any
of the parties. The arbitrators must be able to read, write and fluently speak
both the English and Spanish languages, and must be experts in the matter in
question. The hearings shall be carried out no later than 20 (twenty) business
days and the award must be issued no later than 60 (sixty) business days, after
the date of appointment of the third arbitrator.


 


10.3                           Specific
Performance. In any arbitration procedure under this Agreement, the parties
shall be authorized to request a competent judge to order the specific
performance of any obligation under this Agreement and, in the terms of Article
1425 of the Code of Commerce, any precautionary measures that they deem
convenient may be requested.


 


10.4                           Applicable
Legislation and Enforcement of Awards. The arbitrators shall decide the
Controversy pursuant to the substantive laws of the United Mexican States. In
case of requiring the forced enforcement of such award in a jurisdiction other
than the United Mexican States, the arbitration agreement and any award
hereunder shall be governed by the United Nations Convention of 1958 on the
Recognition and Enforcement of Foreign Arbitral Awards. The written decision of
the arbitrators, signed by a majority thereof, shall be definitive and
mandatory for the parties. Upon receipt of such award, each party must
immediately (i) adopt the action, (ii) make the changes in the conduction of
its business, or (iii) make the payments or repayments that the arbitration
decision requires, as the case may be. The award may be reviewed and enforced
in any court with competent jurisdiction.


 


10.5                           Allocation
of Costs and Currency of the Award. The party against which an award is entered
pursuant to this Section 10., must pay all expenses and costs that may
be accrued by reason of the arbitration proceeding in question, including any
expenses and costs corresponding to the arbitrators and the ICC. Except for
that set forth in immediately preceding sentence, each of the parties must pay
all expenses and costs incurred by such party in connection with the
arbitration proceeding different than those mentioned above. Any monetary award
must be made in Dollars of the United States of America and may be paid in such
currency or in lawful currency of the United Mexican States at the exchange
rate in effect on the date of payment, at the election of the debtor, free from
any tax or other deduction, and must include interest as from the date of any
default or other breach of this Agreement, until the date on which the award is
paid, with a fair interest rate determined by the arbitrators.


 


10.6                           Access
to Documents. The non-confidential books and documents of each party to an
arbitration procedure, as long as they are related to the issues submitted to
arbitration, shall be available for examination of the arbitrators and other
parties during such procedure prior to the applicable hearing.


 


10.7                           Successors,
Assignees, etc. The arbitration agreement referred to in this Section
10. shall be mandatory for the successors, assignees and any trustee,
liquidator or receiver of each party.


 


9





















 


11.                               Headings.


 


11.1                           The
headings of the Sections of this Agreement are only for reference purposes and
shall not limit or otherwise affect the meaning of any provisions of this
Agreement.


 


12.                               Applicable
Law.


 


12.1                           This
Agreement shall be governed and performed pursuant to the laws of Mexico.


 


13.                               Applicable
Currency.


 


13.1.                        Except
as otherwise expressly provided for in this Agreement, any reference to any
amount of money shall be deemed as a reference to the lawful currency of
Mexico.


 


14.                               Severability.


 


14.1                           In
the event that one or more of the provisions contained in this Agreement, or
the application thereof in any circumstance is declared invalid, illegal or
unenforceable by any competent authority in any respect or by 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, the economic, business
and other purposes of the invalid or unenforceable provision.


 


15.                               Counterparts.


 


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


 


BY VIRTUE OF THE FOREGOING,
the parties, at 2:00 P.M. on the date first above written, execute this
Agreement through their duly authorized representatives.


 


	
  AEROPUERTOS MEXICANOS DEL PACIFCO,

  SA. DE C.V.

  	
  GRUPO AEROPORTUARIO DEL PACIFICO,

  S.A. DE C.V.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jaime de la Rosa Montes

  	
  By: Jorge Lanz de la Isla

  
	
  Title: Legal Representative

  	
  Title: Legal Representative

  
					



 


10





















 


Exhibit 1


 


FORM OF NOTICE


OF EXERCISE OF THE OPTION


 


[Date]


 


Grupo Aeroportuario del Pacífico, S.A. de C.V.


 


Attn:                                       


 


Dear Sirs:


 


We hereby refer to the Option Agreement (the “Agreement”)
executed on August 25, 1999 by and between Grupo Aeroportuario del Pacífico,
S.A. de C.V. (the “Issuing Company”) and Aeropuertos Mexicanos del Pacífico,
S.A. de C.V. (the “Strategic Partner”). The terms used herein shall have the
same meaning ascribed to them in the Agreement.


 


In terms of the provisions of Section 2.2 of the
Agreement, we hereby notify you of our wish to exercise, no later than on                            ,
the Option to acquire 40% (forty percent) [40% (forty percent) or 20% (twenty
percent)](1) of the Optional Shares, which represents                         
common Series “B” shares deposited in the treasury of the Issuing Company.


 


We hereby assume, as from this date, an unconditional
payment obligation as to the Price of the Optional Shares corresponding to the
above indicated percentage, which we shall pay according to the terms of
Section 3. of the Agreement; therefore, we would appreciate your indicating to
us the account in which the respective funds must be deposited.


 


Sincerely,


 


[The Holder of the Option
duly registered as such by the

Issuing Company]


 


 










(1)                                  This
percentage may change depending on the exercise of the Option in each
year.  [Translator’s Note:  This footnote is included in the original
Spanish document.]


 


11