Exhibit 10.2


 


TRANSLATION


 


PARTICIPATION AGREEMENT


 


PARTICIPATION AGREEMENT ENTERED INTO AS OF AUGUST 25,
1999 BY AND AMONG THE FEDERAL GOVERNMENT OF THE UNITED MEXICAN STATES
(HEREINAFTER, THE “FEDERAL GOVERNMENT”) THROUGH THE MINISTRY OF COMMUNICATIONS AND
TRANSPORTATION (HEREINAFTER, “SCT”), NACIONAL FINANCIERA, SOCIEDAD NACIONAL DE
CREDITO TRUST DEPARTMENT (HEREINAFTER, “NAFIN”), GRUPO AEROPORTUARIO DEL
PACIFICO, S.A. DE C.V. (HEREINAFTER THE “HOLDING COMPANY”), SERVICIOS A LA
INFRAESTRUCTURA AEROPORTUARIA DEL PACIFICO, S.A. DE C.V. (HEREINAFTER, THE “SERVICE
COMPANY”), AEROPUERTO DE AGUASCALIENTES, S.A. DE C.V., AEROPUERTO DEL BAJIO,
S.A. DE C.V., AEROPUERTO DE GUADALAJARA, S.A. DE C.V., AEROPUERTO DE
HERMOSILLO, S.A. DE C.V., AEROPUERTO DE LA PAZ, S.A. DE C.V., AEROPUERTO DE LOS
MOCHIS, S.A. DE C.V., AEROPUERTO DE MANZANILLO, S.A. DE C.V., AEROPUERTO DE
MEXICALI, S.A. DE C.V., AEROPUERTO DE MORELIA, S.A. DE C.V., AEROPUERTO DE
PUERTO VALLARTA, S.A. DE C.V., AEROPUERTO DE SAN JOSE DEL CABO, S.A. DE C.V.
AND AEROPUERTO DE TIJUANA, S.A. DE C.V. (HEREINAFTER JOINTLY REFERRED TO AS THE
“CONCESSION COMPANIES”), AND AEROPUERTOS MEXICANOS DEL PACIFICO, S.A. DE C.V.
(HEREINAFTER, THE “STRATEGIC PARTNER”); AS WELL AS 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”), JOINTLY AND SEVERALLY AS OBLIGORS OF THE OBLIGATIONS
OF THE STRATEGIC PARTNER SPECIFICALLY MENTIONED HEREIN AND GRUPO EMPRESARIAL
ANGELES, S.A. DE C.V. AND INVERSORA DEL NOROESTE, S.A. DE C.V, JOINTLY AND
SEVERALLY AS OBLIGORS OF THE OBLIGATIONS OF THE MEXICAN PARTNER UNDER THIS
AGREEMENT WITH THE ACKNOWLEDGEMENT OF BANCO NACIONAL DE COMERCIO EXTERIOR,
SOCIEDAD NACIONAL DE CREDITO TRUST DEPARTMENT (HEREINAFTER THE “TRUSTEE”)  AND AEROPUERTOS Y SERVICIOS AUXILIARES
(HEREINAFTER, “ASA”), IN ACCORDANCE WITH THE FOLLOWING DEFINITIONS, RECITALS
AND CLAUSES.


 


DEFINITIONS


 


The terms herein below
mentioned shall have the meanings ascribed to each of them:


 


	
  Assigned
  Airports

  	
   

  	
  the Airports of
  the cities of Aguascalientes, Hermosillo, La Paz, Manzanillo, Mexicali,
  Puerto Vallarta, San José del Cabo and Tijuana and the municipalities of
  Silao, Guanajuato; of Tlajomulco de Zúñiga, Jalisco; of Ahome, Sinaloa; and
  of Alvaro Obregón, Michoacán, as described in the respective Concessions.

  
	
   

  	
   

  	
   

  
	
  Shares

  	
   

  	
  the shares
  representing the capital stock of the Holding Company.

  
	
   

  	
   

  	
   

  
	
  Additional
  Shares

  	
   

  	
  has the meaning
  set forth in Section 3.4 of this Agreement.

  



 





















 


	
  Optional Shares

  	
   

  	
  Series “B”
  shares representing 5% (five percent) of the capital stock of the Holding
  Company, once they have been issued, which shall be kept in its treasury
  until the option to subscribe for and pay such shares under the terms of the
  Option Agreement is exercised.

  
	
   

  	
   

  	
   

  
	
  Issuance Minutes

  	
   

  	
  the Minutes of
  the Extraordinary Shareholders’ Meeting.

  
	
   

  	
   

  	
   

  
	
  ASA

  	
   

  	
  Aeropuertos y
  Servicios Auxiliares.

  
	
   

  	
   

  	
   

  
	
  Extraordinary
  Shareholders’ Meeting

  	
   

  	
  the
  Extraordinary Shareholders’ Meeting of the Holding Company to be held on this
  date which, pursuant to the Option Agreement, shall resolve on the issuance
  of the Optional Shares.

  
	
   

  	
   

  	
   

  
	
  Change of
  Control

  	
   

  	
  with respect to
  any Person (“Person A”), any act (including, without limitation, any
  consolidation or merger) or a series of acts by virtue of which (i) a
  third party which is a Person other than Person A, acquires Control over such
  Person A; or (ii) if Person A transfers all or substantially all its
  assets to any third party, other Person than Person A (for the purposes of
  this definition, substantially all the assets shall mean any transfer of
  assets in a single act or in a successive series of acts representing 35%
  (thirty-five percent) or more of the net worth of Person A); or (iii) if
  the shareholders, members, partners or any other holders of rights in the
  capital of Person A approve any liquidation or dissolution plan of Person A.
  In addition to the above, a Change of Control in the Strategic Partner means
  any transfer by the Partners of the Strategic Partner of their participation
  therein in violation of the provisions of Section 2.4 of this Agreement,
  and any transfer by the Key Partners of their participation in the Strategic
  Partner which results in such participation representing a direct or indirect
  participation of less than 7.65% (seven point sixty-five percent) in the
  capital stock of the Holding Company. For the purposes of this definition, no
  event shall be considered as a Change of Control whenever (i) such event
  occurs in any domestic or foreign company quoting shares representing its
  capital stock in any domestic or foreign stock exchange or their shareholders
  are investing companies; or (ii) such event is a direct consequence of
  the sale of the share participation in a Person by any government or entity;
  or political subdivision thereof.

  
	
   

  	
   

  	
   

  
	
  Nomination and
  Compensation Committee

  	
   

  	
  the committee
  provided for in the By-laws of the Holding Company.

  



 


2





















 


	
  Restructuring
  Committee

  	
   

  	
  the
  Restructuring Committee of the Mexican Airport System, created by resolution
  published in the Official Gazette of the Federation on February 2, 1996.

  
	
   

  	
   

  	
   

  
	
  Operating
  Committee

  	
   

  	
  the Operating
  Committee of the Holding Company to be conformed pursuant to the By-laws of
  the Holding Company.

  
	
   

  	
   

  	
   

  
	
  Concessions

  	
   

  	
  the concession
  titles and amendments thereto, granted by SCT on June 29, 1998 to each
  of the Concession Companies to operate the Assigned Airports, respectively.

  
	
   

  	
   

  	
   

  
	
  Agreement

  	
   

  	
  this Participation
  Agreement.

  
	
   

  	
   

  	
   

  
	
  Technical
  Assistance Agreement

  	
   

  	
  the Technical
  Assistance and Transfer of Technology Agreement executed by and among the
  Holding Company, the Concession Holders, the Service Company and the
  Strategic Partner on the date hereof and attached hereto as Exhibit “E”.

  
	
   

  	
   

  	
   

  
	
  Assignment
  Agreement

  	
   

  	
  the Assignment
  Agreement executed on November 1, 1998, by and among Aeropuertos y
  Servicios Auxiliares, as assignor, and each of the Concession Companies as
  assignees, with respect to the several agreements for the operation of the
  Assigned Airports.

  
	
   

  	
   

  	
   

  
	
  Purchase and
  Sale Agreement

  	
   

  	
  the Purchase and
  Sale Agreement of the Block of Shares executed on this date by and among the
  Federal Government, through SCT, the Treasury of the Federation, with respect
  to the endorsement of the certificates representing the Block of Shares and
  the Strategic Partner, and the Partners of the Strategic Partner, attached
  hereto as Exhibit “A”.

  
	
   

  	
   

  	
   

  
	
  Personal
  Property Purchase and Sale Agreement

  	
   

  	
  the agreement
  executed on December 1, 1998, by and between the Federal Government and
  the Service Company and each of the Concession Companies for its operation
  and the acquisition of the personal property necessary for its operation and
  the operation of the Assigned Airports and its amendment, dated July 1,
  1999, attached as Exhibit “H” hereto.

  
	
   

  	
   

  	
   

  
	
  Trust Agreement

  	
   

  	
  the Trust
  Agreement executed on this date, by and among the Strategic Partner, the
  Trustee and the Holding Company pursuant to Section 2.7 hereof,
  attached hereto as Exhibit “C”.

  
	
   

  	
   

  	
   

  
	
  Option Agreement

  	
   

  	
  the Option
  Agreement executed on the date of this Agreement by and between the Strategic
  Partner and the Holding Company attached hereto as Exhibit “B”.

  



 


3





















 


	
  Management
  Services Agreement

  	
   

  	
  the Management
  Services Agreement executed on August 25, 1999, by and among the Service
  Company and the Concession Companies attached to the Technical Assistance
  Agreement as Exhibit “4”, by means of which the former agreed to provide
  the Concession Companies with management services.

  
	
   

  	
   

  	
   

  
	
  Control

  	
   

  	
  (i) the
  holding of shares by a single Person of more than 35% (thirty-five percent)
  of the voting capital stock of another Person; (ii) the contractual
  right of one Person to appoint a majority of the members of the Board of
  Directors of another Person; (iii) the right, of one Person to cause
  through its vote or through the joint vote of any of its Related Person or
  Persons, the adoption or rejection of any decision of the general
  shareholders meeting of another Person.

  
	
   

  	
   

  	
   

  
	
  Shareholders’
  Agreement

  	
   

  	
  the Shareholders’
  Agreement executed on this date by and among Nafin, and the Strategic
  Partner, appearing before the Federal Government, the Holding Company and the
  Trustee, attached hereto as Exhibit “D” and which shall become
  effective on the date on which the Strategic Partner receives from the
  Federal Government the second Block of Shares pursuant to the terms of Section 2.6
  of the Purchase and Sale Agreement.

  
	
   

  	
   

  	
   

  
	
  Invitation

  	
   

  	
  the call for the
  acquisition of certificates representing the capital stock of the Holding
  Company and the corresponding bidding conditions published in the Official
  Gazette of the Federation on February 25, 1999, and amendments thereto.

  
	
   

  	
   

  	
   

  
	
  Transactional
  Documents

  	
   

  	
  the Purchase and
  Sale Agreement, the Option Agreement, the Issuance Minutes, the Trust
  Agreement, the Technical Assistance Agreement and the Shareholders’ Agreement
  including the exhibits thereto.

  
	
   

  	
   

  	
   

  
	
  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.

  



 


4





















 


	
  By-laws of the
  Holding Company

  	
   

  	
  the corporate
  articles of incorporation and by-laws of the Holding Company, in force as of
  the date of this Agreement, included in public deed number 52,853, granted on
  August 20, 1999 by Mr. Luis de Angoitia Becerra, Notary Public
  number 109 for the Federal District and pending registration with the Public
  Registry of Commerce for the Federal District, attached as Exhibit “F”
  hereto.

  
	
   

  	
   

  	
   

  
	
  Trust

  	
   

  	
  the trust set up
  by means of the execution of the Trust Agreement pursuant Section 2.7
  hereof.

  
	
   

  	
   

  	
   

  
	
  Trustee

  	
   

  	
  Banco Nacional
  de Comercio Exterior, Sociedad Nacional de Crédito, as trustee of the Trust
  Agreement.

  
	
   

  	
   

  	
   

  
	
  Federal
  Government

  	
   

  	
  the Federal
  Government of the United Mexican States through the SCT.

  
	
   

  	
   

  	
   

  
	
  Airport Group

  	
   

  	
  the Holding
  Company, the Service Company and the Concession Companies.

  
	
   

  	
   

  	
   

  
	
  Process
  Information

  	
   

  	
  all written
  information provided to the Strategic Partner during the Bidding Process upon
  the terms of the Invitation, including that contained in the Data Room (as
  such term is defined in the Invitation).

  
	
   

  	
   

  	
   

  
	
  Nafin

  	
   

  	
  Nacional
  Financiera, Sociedad Nacional de Crédito, in its capacity as trustee of 85%
  (eighty-five percent) of the Shares.

  
	
   

  	
   

  	
   

  
	
  Share
  Participation

  	
   

  	
  the Block of
  Shares and the Optional Shares

  
	
   

  	
   

  	
   

  
	
  Block of Shares

  	
   

  	
  Series “BB”
  shares representing 15% (fifteen percent) of the capital stock of the Holding
  Company owned by the Federal Government, which does not include the Optional
  Shares, which are acquired on this date by the Strategic Partner, which are described
  in the Purchase and Sale Agreement.

  
	
   

  	
   

  	
   

  
	
  Five-Year
  Waiting Period

  	
   

  	
  has the meaning
  set forth in Section 2.4.1 hereof.

  
	
   

  	
   

  	
   

  
	
  Ten-Year Waiting
  Period

  	
   

  	
  has the meaning
  set forth in Section 2.4.2 hereof.

  
	
   

  	
   

  	
   

  
	
  Three-Year
  Waiting Period

  	
   

  	
  has the meaning
  set forth in Section 2.4.1 hereof.

  
	
   

  	
   

  	
   

  
	
  Fifteen-Year
  Waiting Period

  	
   

  	
  has the meaning
  set forth in Section 2.4.1 hereof.

  



 


5





















 


	
  Person

  	
   

  	
  any individual
  or legal entity, association, joint venture, co-investment, trust, or any
  other entity or organization, including a government, entity or political
  subdivision or agency thereof, of any nationality.

  
	
   

  	
   

  	
   

  
	
  Related Persons

  	
   

  	
  with respect to
  any Person, (i) such companies Controlled by, under common Control with,
  or Controlling the applicable company; (ii) any subsidiary of a Related
  Person; and (iii) such individuals having a consanguinity or civil
  relationship in direct line up to the fourth degree, in ascending or
  descending line, with any Person holding 5% (five percent) or more of the
  shares representing the capital stock of the applicable Person or with the
  Related Persons of such Person.

  
	
   

  	
   

  	
   

  
	
  Bidding Process

  	
   

  	
  the bidding
  process of the Share Participation of the Holding Company published by SCT
  during the Invitation.

  
	
   

  	
   

  	
   

  
	
  SCT or Ministry

  	
   

  	
  the Ministry of
  Communications and Transportation.

  
	
   

  	
   

  	
   

  
	
  Holding Company

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Service Company

  	
   

  	
  Servicios a la Infraestructura Aeroportuaria del
  Pacífico, S.A. de C.V.

  
	
   

  	
   

  	
   

  
	
  Concession Companies

  	
   

  	
  Aeropuerto de
  Aguascalientes, S.A. de C.V., Aeropuerto del Bajío, S.A. de C.V., Aeropuerto
  de Guadalajara, S.A. de C.V., Aeropuerto de Hermosillo, S.A. de C.V.,
  Aeropuerto de La Paz, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V.,
  Aeropuerto de Manzanillo, S.A. de C.V., Aeropuerto de Mexicali, S.A. de C.V.,
  Aeropuerto de Morelia, S.A. de C.V., Aeropuerto de Puerto Vallarta, S.A. de
  C.V., Aeropuerto de San José del Cabo, S.A. de C.V. and Aeropuerto de
  Tijuana, S.A. de C.V.

  
	
   

  	
   

  	
   

  
	
  Strategic Partner

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Key Partners

  	
   

  	
  the Airport
  Operating Partner and the Mexican Partner, shareholders of the Strategic
  Partner who shall keep under this Agreement at least 25.5% (twenty-five point
  five percent) of the capital stock of the Strategic Partner. Any interest in
  the capital stock of the Holding Company of each of the Key Partners over
  25.5% (twenty-five point five percent) shall be considered as an interest of
  an Investing Partner.

  
	
   

  	
   

  	
   

  
	
  Partners of the
  Strategic Partner

  	
   

  	
  both the Key
  Partners and the Investing Partners of the Strategic Partner.

  



 


6





















 


	
  Investing
  Partners

  	
   

  	
  those
  shareholders that jointly have a direct or indirect interest of up to 49%
  (forty-nine percent) in the capital stock of the Strategic Partner.

  
	
   

  	
   

  	
   

  
	
  Mexican Partner

  	
   

  	
  Aeropuerto del
  Pacífico Angeles, S.A. de C.V., a company formed in accordance with the laws
  of the United Mexican States, in whose capital stock foreign investment shall
  not exceed 49% (forty-nine percent), and in which Grupo Empresarial Angeles,
  S.A. de C.V., which demonstrated during the Bidding Process before the SCT
  expertise in the business and labor sectors in Mexico, as well as Inversora
  del Noroeste, S.A. de C.V have an interest. The Mexican Partner shall keep
  under this Agreement at least 25.5% (twenty-five point five percent) in the
  capital stock of the Strategic Partner.

  
	
   

  	
   

  	
   

  
	
  Airport
  Operating Partner

  	
   

  	
  AENA Servicios
  Aeronáuticos, S.A., Sociedad Unipersonal, a company formed under the laws of
  Spain that evidenced international recognition and expertise in the
  performance of airport and commercial activities during the Bidding Process
  before the SCT and that shall keep under this Agreement at least 25.5%
  (twenty-five point five percent) of the capital stock of the Strategic
  Partner.

  



 


RECITALS


 


I.             The Federal Government states, through SCT, through its legal
representative, that:


 


I.1           On April 7,
1995, by means of a Presidential accord published in the Official Gazette of the
Federation, the Interministerial Divestiture Commission was created.


 


I.2           Through
several resolutions of the Interministerial Divestiture Commission passed at
its meetings held on August 20 and 25, 1997, October 1, 1997 and February 17,
1999, it was resolved to initiate the process of opening the Mexican airport
system to investment.


 


I.3           By
resolution published in the Official Gazette of the Federation on February 2,
1996, the Restructuring Committee of the Mexican Airport System was created,
whose purpose is to define the strategy to be followed on general and specific
matters through the different stages of the restructuring process carried out
by SCT, in accordance with the terms of the Airport Law and other applicable
provisions, as well as to make recommendations and proposals.


 


I.4           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.


 


I.5           On May 28,
1998, the Holding Company, the Service Company and the Concession Companies
were incorporated.


 


7





















 


I.6           On June 29,
1998, SCT granted to each of the Concession Companies the Concessions for the
operation, management, and utilization and, as the case may be, construction of
the Assigned Airports, respectively, copies of which are attached (without
exhibits) to this Agreement as Exhibits “G-1 to G-12”.


 


I.7           On February 25,
1999, the Invitation was published in the Official Gazette of the Federation.


 


I.8           The
Federal Government executed with the Service Company and the Concession
Companies a Personal Property Purchase and Sale Agreement, by virtue of which
it sold and transferred the personal property necessary for the operation of
each of the Assigned Airports and under such Personal Property Purchase and
Sale Agreement undertook an indemnification obligation in case of eviction
thereto, as well as for the non-existence of any of the purchased assets.  Consequently, it undertook such obligations
exclusively for the benefit of the Service Company and the Concession Companies
upon the terms and conditions set forth in the Personal Property Purchase and
Sale Agreement.


 


I.9           The
Holding Company assumed and capitalized the liabilities that the Service
Company and the Concession Companies had with the Federal Government in the
amount of the price of the personal property under the Personal Property
Purchase and Sale Agreement, which in total amount to Ps.72,581,745.09 (Seventy
Two Million Five Hundred Eighty One Thousand Seven Hundred Forty Five and Nine
One Hundredths Mexican Pesos).


 


I.10         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 (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.


 


I.11         On August 20,
1999, a general extraordinary and ordinary shareholders meeting of the Holding
Company was held, by virtue of which, a full amendment to its Corporate By-laws
was resolved, which were included in public instrument number 52,853, granted
on August 20, 1999 by Mr. Luis de Angoitia Becerra, Notary Public
number 109 for the Federal District and pending registration with the Public
Registry of Commerce for the Federal District.


 


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


 


8





















 


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.


 


I.12         One hundred
percent (100%) of the capital stock of the Holding Company currently issued and
outstanding amounts to Ps.16,019,823,119.00 (Sixteen Million Eight Hundred
Twenty Three Thousand One Hundred Nineteen Mexican Pesos), represented by
16,019,823,119 (Sixteen Million Eight Hundred Twenty Three Thousand One Hundred
Nineteen) common, nominative shares without par value, fully subscribed and
paid.  In addition, upon the terms of the
Option Agreement and the Issuance Minutes, the Holding Company, on this date,
shall issue the Optional Shares that shall be kept in its treasury until the
option to subscribe for and pay such shares is exercised.


 


I.13         The Block of
Shares is comprised of 2,402,973,468 (Two Billion Four Hundred Two Million Nine
Hundred Seventy Three Thousand Four Hundred and Sixty Eight) Series “BB”
common, nominative shares without par value, fully paid-up and without lien or
ownership limitation thereon.


 


I.14         As of this
date, the Federal Government executed with Nafin, as trustee in the trust
number 5118-4, a stock purchase and sale agreement, so that Nafin has acquired,
in its capacity as trustee, Shares of the Holding Company representing 85%
(eighty-five percent) of the Holding Company capital stock (except one Share
that Nafin obtained directly from ASA), and therefore, based on Article 46
of the Organic Law of the Federal Public Administration and Article 75 of
the Law of Credit Institutions, as of the date of delivery and transfer of the
shares that Nafin acquired in accordance with the abovementioned, the Holding
Company, the Service Company and the Concession Holders shall cease to be
characterized as state majority-owned companies.


 


I.15         Its
representative has sufficient authority to enter into this Agreement pursuant
to Article 6, paragraph IX, of SCT’s Internal Regulations.


 


II.            Nafin states
through its legal representative that:


 


II.1         It is a
national credit institution and development banking institution, incorporated
under the Credit Institutions Law and its constitutive Organic Law, that it has
legal authority and own-patrimony and that upon the terms of the latter, it is
authorized to enter into this Agreement for the purposes set forth herein.


 


II.2         On August 24,
1999 it executed as trustor and trustee an irrevocable trust agreement in order
to promote investment in the airport industry and encourage a securities market
of shares issued by Mexican companies through the public offering of such
Shares it may acquire, and the share of the Holding Company previously owned by
ASA.


 


II.3         On the date
hereof, it acquired from the Federal Government, in its capacity as trustee
under the trust mentioned in paragraph II.2 above, Shares of the Holding
Company representing 85% (eighty-five percent) of the Holding Company capital
stock.


 


II.4         Its attorney
is duly authorized to enter into this Agreement on its behalf, upon the terms
of public deed number 68,440, granted on May 29, 1997, by Mr. Cecilio
Gonzalez Marquez, Notary Public


 


9





















 


number 151 for the Federal District,
registered in the Public Registry of Commerce for the Federal District, on July 25,
1997, under number 1275.


 


III.          The Holding
Company states through its representative that:


 


III.1        It is a
mercantile company incorporated under Mexican law, as evidenced in public deed
number 44,340, dated May 28, 1998, granted by Mr. Emiliano Zubiría
Maqueo, Notary Public number 25 for the Federal District, which first deed copy
was recorded on June 25, 1998 with the Public Registry of Commerce for the
Federal District under mercantile folio number 238578.


 


III.2        It holds
100% (less one share held by the Federal Government) of the shares representing
the capital stock of each of the Concession Holders and the Service Company,
which are free from any lien or limitation of ownership.


 


III.3        Its legal
attorney has sufficient authority to enter into this Agreement pursuant to the
public deed number 52,560, granted by Mr. Luis de Angoitia Becerra, Notary
Public number 109 for the Federal District.


 


IV.          Each of the
Concession Holders states that:


 


IV.1        Aeropuerto
de Aguascalientes, S.A. de C.V. was incorporated by means of public deed number
44,352, granted on May 28, 1998, by Mr. Emiliano Zubiría Maqueo,
Notary Public number 25 for the Federal District and recorded in the Public
Registry of Commerce of the Federal District on June 25, 1998, under the
folio number 238599.


 


IV.2        Aeropuerto
de Bajio, S.A. de C.V. was incorporated by means of public deed number 44,353,
granted on May 28, 1998, by Mr. Emiliano Zubiría Maqueo, Notary
Public number 25 for the Federal District and recorded in the Public Registry
of Commerce of the Federal District on June 25, 1998, under the folio
number 238600.


 


IV.3        Aeropuerto
de Guadalajara, S.A. de C.V. was incorporated by means of public deed number
44,351, granted on May 28, 1998, by Mr. Emiliano Zubiría Maqueo,
Notary Public number 25 for the Federal District and recorded in the Public
Registry of Commerce of the Federal District on June 25, 1998, under the
folio number 238588.


 


IV.4        Aeropuerto
de Hermosillo, S.A. de C.V. was incorporated by means of public deed number
44,345, granted on May 28, 1998, by Mr. Emiliano Zubiría Maqueo,
Notary Public number 25 for the Federal District and recorded in the Public
Registry of Commerce of the Federal District on June 25, 1998, under the
folio number 238582.


 


IV.5        Aeropuerto
de La Paz, S.A. de C.V. was incorporated by means of public deed number 44,347,
granted on May 28, 1998, by Mr. Emiliano Zubiría Maqueo, Notary
Public number 25 for the Federal District and recorded in the Public Registry
of Commerce of the Federal District on June 25, 1998, under the folio
number 238584.


 


IV.6        Aeropuerto
de Los Mochis, S.A. de C.V. was incorporated by means of public deed number
44,346, granted on May 28, 1998, by Mr. Emiliano Zubiría Maqueo,
Notary Public number 25 for the Federal District and recorded in the Public
Registry of Commerce of the Federal District on June 25, 1998, under the
folio number 238583.


 


10





















 


IV.7        Aeropuerto
de Manzanillo, S.A. de C.V. was incorporated by means of public deed number
44,350, granted on May 28, 1998, by Mr. Emiliano Zubiría Maqueo,
Notary Public number 25 for the Federal District and recorded in the Public
Registry of Commerce of the Federal District on June 25, 1998, under the
folio number 238587.


 


IV.8        Aeropuerto
de Mexicali, S.A. de C.V. was incorporated by means of public deed number
44,344, granted on May 28, 1998, by Mr. Emiliano Zubiría Maqueo,
Notary Public number 25 for the Federal District and recorded in the Public
Registry of Commerce of the Federal District on June 25, 1998, under the
folio number 238581.


 


IV.9        Aeropuerto
de Morelia, S.A. de C.V. was incorporated by means of public deed number
44,354, granted on May 28, 1998, by Mr. Emiliano Zubiría Maqueo,
Notary Public number 25 for the Federal District and recorded in the Public
Registry of Commerce of the Federal District on June 25, 1998, under the
folio number 238748.


 


IV.10      Aeropuerto de Puerto Vallarta, S.A. de
C.V. was incorporated by means of public deed number 44,349, granted on May 28,
1998, by Mr. Emiliano Zubiría Maqueo, Notary Public number 25 for the
Federal District and recorded in the Public Registry of Commerce of the Federal
District on June 25, 1998, under the folio number 238586.


 


IV.11      Aeropuerto de San Jose del Cabo, S.A. de
C.V. was incorporated by means of public deed number 44,348, granted on May 28,
1998, by Mr. Emiliano Zubiría Maqueo, Notary Public number 25 for the
Federal District and recorded in the Public Registry of Commerce of the Federal
District on June 25, 1998, under the folio number 238585.


 


IV.12      Aeropuerto de Tijuana, S.A. de C.V. was
incorporated by means of public deed number 44,343, granted on May 28,
1998, by Mr. Emiliano Zubiría Maqueo, Notary Public number 25 for the
Federal District and recorded in the Public Registry of Commerce of the Federal
District on June 25, 1998, under the folio number 238580.


 


IV.13      Each of them holds a Concession for the
operation, management, utilization and, as the case may be, construction of the
airport corresponding to them and that are contained in Exhibits “G-1 to G-12”
to this Agreement.


 


IV.14      Their attorney has sufficient authority
to enter into this Agreement based on the terms of the following deeds, all of
which were granted on May 28, 1999, by Mr. Luis de Angoitia Becerra,
Notary Public number 109 for the Federal District:


 


(a)           Public deed
number 52,570 with respect to Aeropuerto de Aguascalientes, S.A. de C.V.;


 


(b)           Public deed
number 52,571 with respect to Aeropuerto de Bajio, S.A. de C.V.;


 


(c)           Public deed
number 52,574 with respect to Aeropuerto de Guadalajara, S.A. de C.V.;


 


(d)           Public deed
number 52,573 with respect to Aeropuerto de Hermosillo, S.A. de C.V.;


 


(e)           Public deed
number 52,579 with respect to Aeropuerto de la Paz, S.A. de C.V.;


 


11





















 


(f)            Public deed
number 52,577 with respect to Aeropuerto de los Mochis, S.A. de C.V.;


 


(g)           Public deed
number 52,575 with respect to Aeropuerto de Manzanillo, S.A. de C.V.;


 


(h)           Public deed
number 52,576 with respect to Aeropuerto de Mexicali, S.A. de C.V.;


 


(i)            Public deed
number 52,578 with respect to Aeropuerto de Morelia, S.A. de C.V.;


 


(j)            Public deed
number 52,581 with respect to Aeropuerto de Puerto Vallarta, S.A. de C.V.;


 


(k)           Public deed
number 52,572 with respect to Aeropuerto de San Jose del Cabo, S.A. de C.V.;
and


 


(l)            Public deed
number 52,580 with respect to Aeropuerto de Tijuana, S.A. de C.V.


 


V.            The Service
Company states by means of its legal representative that:


 


V.1          It was
incorporated by means of public deed number 44,341, dated May 28, 1998,
granted by Mr. Emiliano Zubiría Maqueo, Notary Public number 25 for the
Federal District, which first deed copy was recorded on June 25, 1998 with
the Public Registry of Commerce for the Federal District under mercantile folio
number 238579.


 


V.2          Its legal
attorney has sufficient authority to enter into this Agreement pursuant to
public deed number 52,569, dated May 28,1999, granted by Mr. Luis de
Angoitia Becerra, Notary Public number 109 for the Federal District.


 


VI.          The Strategic Partner states
through its legal representative that:


 


VI.1        It is a
mercantile company duly incorporated under Mexican law by means of public deed
number 75,620, dated August 18, 1999, granted by Mr. Francisco
Talavera Autrique, Notary Public number 221 for the Federal District, recorded
with the Public Registry of Commerce for the Federal District and has
sufficient authority under its corporate by-laws to enter into this Agreement
and into each of the Transactional Documents.


 


VI.2        Its capital
stock amounts to Ps. 50,000 (Fifty Thousand Mexican Pesos), represented by
50,000 common nominative Class I shares, with a par value of Ps. 1.00 (1
Mexican Peso), distributed as follows:


 


12





















 


	
   

  	
   

  	
  # of Class I shares

  	
   

  	
   

  	
   

  
	
  Shareholder

  	
   

  	
  Series “A”

  	
   

  	
  Series “B”

  	
   

  	
  Series “C”

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AENA Servicios Aeronauticos, S.A., Sociedad
  Unipersonal

  	
   

  	
   

  	
   

  	
  12,750

  	
   

  	
  1,000

  	
   

  	
  27.50

  	
   

  
	
  Aeropuerto del Pacífico Angeles, S.A. de C.V.

  	
   

  	
  12,750

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  25.50

  	
   

  
	
  Inversora del Noroeste, S.A. de C.V.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  9,000

  	
   

  	
  18.00

  	
   

  
	
  Grupo Dragados, S.A.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  14,500

  	
   

  	
  29.00

  	
   

  
	
  TOTAL:

  	
   

  	
  12,750

  	
   

  	
  12,750

  	
   

  	
  24,500

  	
   

  	
  100.00

  	
   

  



 


VI.3        Its legal
attorney has sufficient authority to enter into this Agreement and each of the
Transactional Documents, pursuant to the authority granted to him by the public
deed to which paragraph VI.1 refers.


 


VI.4        Its
shareholders obtained their authorization 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 Restructuring Committee of the Mexican Airport
System.


 


VI.5        Grupo
Empresarial Angeles, S.A. de C.V. was authorized as Mexican Partner by evidencing
sufficient expertise in the business and labor sectors in Mexico, and AENA
Servicios Aeronauticos, S.A., Socidad Unipersonal was also authorized as
Airport Operating Partner by evidencing its ability and international
reputation in the performance of airport and commercial activities.  Likewise, Grupo Empresarial Angeles, S.A. de
C.V., Inversora del Noroeste, S.A. de C.V. and Grupo Dragados, S.A. were
authorized as Investing Partners of the Strategic Partner.


 


VI.6        Their
shareholders submitted their bid to acquire the Share Participation upon the
terms of the Invitation and such bid was successful, as was notified to them on
August 11, 1999 by the SCT, through the Chairman of the Restructuring
Committee.


 


VI.7        It has the
necessary technical, managerial and financial capacity, as well as sufficient
human resources to comply with its obligations under this Agreement and each of
the exhibits hereto.


 


VII.         The Partners
of the Strategic Partner, as well as Grupo Empresarial Angeles, S.A. de C.V.,
state through their respective representatives that:


 


VII.1      They undertake this Agreement for the
purpose of stating their consent to their obligations under this Agreement and
the Transactional Documents.


 


VII.2      Their attorneys have sufficient authority
to enter into this Agreement and the Transactional Documents upon the terms of
the following public instruments and that such authority has not been revoked
or limited in any manner whatsoever:


 


13





















 


(a)               Public deed
number 8,471, granted on July 5, 1999, by Mr. José Luis Vallavicencio
Castañeda, Notary Public number 218 for the Federal District, in which the
powers of the legal representative of AENA Servicios Aeronauticos, S.A.,
Socidead Unipersonal are described;


 


(b)               Public deed
number 75,619, granted 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,
in which the powers of the legal representative of Aeropuerto del Pacífico
Angeles, S.A. de C.V. are described;


 


(c)               Public deed
number 20,932, granted on June 15, 1999, by Ms. Ana Patricia Bandala
Tolentino, Notary Public number 195 for the Federal District, in which the powers
of the legal representative of Inversora del Noroeste, S.A. de C.V. are
described;


 


(d)               Public deed
number 8,662, granted on August 11, 1999, Mr. José Luis Vallavicencio
Castañeda, Notary Public number 218 for the Federal District, in which the powers
of the legal representative of Grupo Dragados, S.A. de C.V. are described; and


 


(e)               Public deed
number 75,435, granted on July 19, 1999, by Mr. Joaquín Talavera
Sánchez, Notary Public number 50 for the Federal District, in which the powers
of the legal representative of Grupo Empresarial Angeles, S.A. de C.V. are
described.


 


VIII.       The Trustee
states through its representative that:


 


VIII.1     Under its Organic Law, it is authorized
to carry out trust operations pursuant to its corporate by-laws and the Credit
Institutions Law.


 


VIII.2     It undertakes this Agreement in order to
acknowledge the scope of its obligations as Trustee under certain Transactional
Documents and to express its agreement therewith.


 


VIII.3     Its representative is duly authorized to
execute this Agreement on its behalf, as evidenced in public deed number
32,541, granted on January 14, 1997, by Mr. Maximino Garcia Cueto,
Notary Public number 14 for the Federal District, duly registered in the Public
Registry of Commerce for the Federal District.


 


IX.          ASA states
by means of its representative that:


 


IX.1        It is a
decentralized public body of the Federal Public Administration, created by a
decree published in the Official Gazette of the Federation on June 12,
1965, and that pursuant thereto, its purpose is the operation, management and
utilization of several airports located in the territory of the Mexican
Republic, which include the Assigned Airports.


 


IX.2        It
undertakes this Agreement in order to acknowledge the scope of its obligations
hereto and to express its agreement therewith.


 


IX.3        Its
representative is duly authorized to execute this Agreement on its behalf, as
set forth in public deed number 21,913, granted on February 25, 1999, by Mr. Jorge
Alfredo Ruiz del Río E., Notary Public number 168 for the Federal District.


 


Based
on the recitals above, the parties to this Agreement agree to be bound by the
following.


 


14





















 


CLAUSES


 


1.             Purpose.


 


1.1          The purpose
of this Agreement is to set forth the rights and obligations of the Strategic
Partner, the Federal Government, Nafin, the Trustee, ASA and the Airport Group
by virtue of the Bidding Process and the selection of the Strategic Partner in
the management of the Assigned Airports under the General Guidelines for the
Opening of the Mexican Airport System to Investment and the Invitation.


 


1.2          The parties
hereto acknowledge that experience in the Mexican business practice, the skills
and international experience in the performance of airport and commercial
activities of the Strategic Partner and the technical know-how that it may
contribute to the management of the Assigned Airports are determining motives
for the desire of the Federal Government and the Airport Group to execute this
Agreement, the Transactional Documents and any agreements arising therefrom.


 


1.3          Joint
Obligation. 
The Key Partners executing this Agreement undertake jointly  and severally with the Strategic Partner to
be bound by obligations contained in Section 2.1, and the
obligations specifically set forth in  Sections 2.6 and 5.8 below.  In turn, the Investing Partners executing
this Agreement undertake jointly and severally with the Strategic Partner to be
bound by the obligations mentioned in Sections 2.1 and 5.8 below.  Likewise, Grupo Empresarial Angeles, S.A. de
C.V. and Inversora del Noroeste, S.A. de C.V. are executing this Agreement in
order to undertake jointly and severally the obligations of the Mexican Partner
under this Agreement.


 


1.4          Direct
Obligation of the Key Partners. 
The Key Partners hereby assume a direct obligation pursuant to Section 2.4.1
below, with a maximum limit with respect to the obligations referred to in the
Technical Assistance Agreement (except for those contained in Section 9
of the Technical Assistance Agreement) equivalent to 5% (five percent) of the
value of the Shares in Trust upon the terms of Section 7.1 of the Trust
Agreement for the payment of damages and losses due to any default.


 


2.             Obligations of the Strategic Partner.


 


2.1          Acquisition
of the Block of Shares. 
The Strategic Partner binds itself to acquire the Block of Shares and to
pay the price therefor to the Federal Government upon the terms of the Purchase
and Sale Agreement.  For that purpose, on
this date, the Federal Government, the Treasury of the Federation and the
Strategic Partner, the Key Partners and the Investing Partners shall execute
the Purchase and Sale Agreement with the Key Partners and the Investing
Partners being joint and several obligors for the payment price of the Block of
Shares.


 


2.2          Acquisition
of the Optional Shares. 
Provided that there is no Event of Default under this Agreement or in
any Transactional Document, the Strategic Partner shall be entitled to
subscribe for and shall be obligated to pay the Optional Shares as provided for
in the Option Agreement and in the Issuance Minutes.


 


2.3          Participation
in the Public Offer of the Shares. 
The Strategic Partner and the companies constituting the Airport Group
expressly assume the obligation to assist Nafin so that, no later than 4 (four)
years from the date hereof, the Airport Group carries out one or more public
offers or other type of allocation to investors, under the applicable
legislation in each jurisdiction, of at least 36% (thirty-six percent) of the
Shares of the Holding Company owned by Nafin, in its capacity as trustee, as
provided for by Section 3.3 below.


 


15





















 


In order for Nafin to be able to meet its
objective to place the Shares of the Holding Company as stated above, the
Strategic Partner hereby binds itself to carry out such actions, agreements and
resolutions as may be necessary for such purpose, and it shall agree in the
Trust Agreement that the Trustee votes for the approval of such actions and resolutions
and provides such information and documentation as may be reasonably required
to obtain the recordation of the Holding Company and the Shares with the
National Registry of Securities and Intermediaries, as well as the
authorizations from the National Banking and Securities Commission, the Mexican
Stock Exchange (Bolsa Mexicana de Valores, S.A. de C.V.) and, as the case may
be, the corresponding authorities of other countries.


 


It shall be understood that the Strategic
Partner has complied with its obligation to assist in the above mentioned
public offering of shares whenever (i) it has delivered to the SCT
representative appointed for that purpose and to Nafin all the documents
required under the Securities Market Law for the above purposes, official
communication 11-29 of the National Banking and Securities Commission and any
other applicable official communication or legal provision, and also pursuant
to the formats of the competent authorities of the jurisdictions where the
shares representing the capital stock of the Holding Company are intended to be
offered and which may be required in writing by Nafin or the Federal Government
in order to carry out the public offering of the Shares of Nafin; and (ii) it
has provided any information as may be required by the agents and collaborate
with them; and (iii) the officers of the Airport Group and of the
Strategic Partner requested by SCT attend any of the road-shows of the terms
and conditions of the Public Offering and participate in the preparation, promotion
and performance of such road-shows.


 


The expenses incurred by the Strategic
Partner by cooperating with Nafin under the terms of this section shall be
covered by the income Nafin receives once the Public Offer is completed.


 


2.4          Preservation
of a Minimum Participation. 
Pursuant to the provisions of the Invitation:


 


2.4.1       The Key Partners must jointly keep a
minimum participation of 51% (fifty-one percent) of the Strategic Partner
during the term of this Agreement (the “Fifteen-Year Waiting Period”) provided
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 a participation of an Investing Partner subject to the
Three-Year or Five-Year Waiting Period set forth below.  In turn, the Investing Partners must keep
their participation in the Strategic Partner for 3 (three) years as from the
first public offer of Shares of the Holding Company made pursuant to Section 3.3
hereof (the “Three-Year Waiting Period”) or for 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
completion of the Fifteen-Year and Three-Year or Five-Year Waiting Periods, as
applicable, the Partners of the Strategic Partner may dispose of, or otherwise
transfer, without restriction, their participation in the Strategic Partner.


 


2.4.2       The Strategic Partner must keep 51%
(fifty-one percent) of its Share Participation in the Holding Company acquired
under the Purchase and Sale Agreement for a term of 10 (ten) years from the
execution date of this Agreement (the “Ten-Year Waiting Period”) and 49%
(forty-nine percent) of its Share Participation during the Three-Year Waiting
Period or the Five-Year Waiting Period, as the case may be, provided that upon
the expiration of the Ten-Period Waiting Period, the Strategic Partner may
annually dispose of up to one fifth of the 51% (fifty-one percent) of its Share
Participation in the Holding Company to third parties, and upon the expiration
of the


 


16





















 


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 51% (fifty-one percent) of the Share
Participation.


 


2.4.3       Exceptions.  The obligations of keeping a minimum participation
for the Key Partners, the Investing Partners and the Strategic Partner included
in Sections 2.4.1. and 2.4.2 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 Invitation and the form of qualification delivered to the
participants in the Bidding Process and notice is given to the Ministry fifteen
(15) days in advance of such circumstance evidencing the compliance with the
requirements mentioned above; or (ii) the participations referred to in Section 2.4.1
are transferred to a third party by the Key Partners or the Investing Partners
with the previous authorization in writing of the Ministry evidencing that such
third party complies with the requirements set forth in the Invitation and the
qualification form 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 set forth above in this Section 2.4.3 (ii),
and obtaining the 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, the acquiror
must bind itself in writing with the parties to each of the Transactional
Documents to comply with the obligations therein set forth prior to transfer
thereof.


 


2.5          Participation
Limit.  Under the Corporate
By-laws, Series “A” and “B” Shareholders, individually or jointly with a
group of Related Persons, may keep up to 10% (ten percent) of the Shares
representing the capital stock of the Holding Company, provided that such
limitation shall not be applicable to the Federal Government nor to Nafin, as
set forth in the Corporate By-laws.  Series “BB”
Shareholders shall have no limit of participation with respect to such series,
however, the “BB” Series may only represent 15% (fifteen percent) of the
capital stock.  In the event that any “BB”
Series Shareholder acquires individually or jointly with a group of
Related Persons series “A” or “B” shares, such shareholders shall have a
maximum participation of 20% (twenty percent) of the capital stock of the
Holding Company and may exercise the vote of shares representing only up to 10%
(ten percent) of such capital stock.


 


2.6          Execution of
the Technical Assistance Agreement. 
The Strategic Partner executes, on this date, the Technical Assistance
Agreement with the Holding Company, the Service Company and the Concession
Holders for the purpose of establishing and regulating its rights and
obligations set forth in Section 2.8.2 below, and also to set forth
the obligation of the Strategic Partner to provide technical assistance and
transfer the necessary technology to the Airport Group for the operation of the
Assigned Airports under the technical proposal submitted by the Strategic
Partner in the Bidding Process.  The
Technical Assistance Agreement shall become effective on the date on which the
Strategic Partner receives from the Federal Government the second Block of
Shares under the terms of the provisions of Section 2.5 of the Purchase
and Sale Agreement.  The Key Partners
shall be jointly liable with the Strategic Partner with respect to the
obligations contained in Sections 2.2, 3.2, 9.1 and 9.3 of the Technical
Assistance Agreement with a maximum limit with respect to the obligations
referred to therein (except for those contained in Section 9 of the
Technical Assistance Agreement) equivalent to 5% (five percent) of the value of
the Shares in Trust upon the terms of Section 7.1 of the Trust
Agreement for the payment of damages and losses for any default.


 


17





















 


2.7          Contribution
to the Trust. 
For the purpose of guaranteeing (i) the negative covenants provided
for in Section 2.4 above, (ii) the obligation of the Strategic
Partner not to vote more than 10% (ten percent) of the Shares, and that the
Shares exceeding such percentage are voted in the same manner as a majority of
the Shares into which the capital stock of the Holding Company is divided, and (iii) the
obligations set forth in the Technical Assistance Agreement, the Strategic
Partner, the Holding Company and the Trustee agree to execute on this date the
Trust Agreement, in which the Trustee shall act as such, the Strategic Partner
shall act as trustor and first beneficiary, and the Holding Company shall act
as second beneficiary.  By virtue of such
Trust Agreement, the Strategic Partner shall contribute the Block of Shares to
the Trustee, so that such shares are kept in the Trust.  Likewise, the obligation of the Strategic
Partner to contribute the Optional Shares it may acquire to the Trust shall be
set forth.


 


2.8          Participation
in the Management. 
The Strategic Partner shall participate in the management of the
Concession Holders through the following mechanisms:


 


2.8.1           Board of
Directors.  The Strategic
Partner shall participate in the board of directors of the Holding Company
through the appointment of 3 (three) permanent members thereof and their
alternates, such appointment corresponding to it by reason of its holding of Series “BB”
Shares of the Holding Company.  As long
as Nafin maintains a participation in the capital stock of the Holding Company
equivalent to or greater than 50% (fifty percent), the Strategic Partner,
through the Trustee, shall appoint such members, in compliance with the
requirements set forth in the Corporate By-laws and the Shareholders’
Agreement.  Once Nafin keeps a
participation of less than 50% (fifty percent), the 3 (three) members shall be
appointed by the Series “BB” shareholders at the shareholders meeting
pursuant to the Corporate By-laws and must satisfy at least the requirements
set forth below:


 


(i)                be persons
of good reputation and thorough business experience, as such requirements may
be defined by the Nomination and Compensation Committee;


 


(ii)               they must
have no conflict of interest with the Airport Group; and


 


(iii)              such persons
shall not hold any position in the Airport Group.


 


2.8.2           Officers of
the Airport Group. 
The directors appointed by the Strategic Partner pursuant to paragraph
2.8.1 above shall be entitled to designate and freely remove 3 (three) of the
members of the Operating Committee and their alternates, one of which must be
the Director General, as well as one half of the number of people forming the
first level of management and reporting to the Director General pursuant to the
organizational chart attached to this Agreement as Exhibit “J”,
provided that such persons shall have, at a minimum, the duties referred to
below in paragraphs 2.8.2.3 to 2.8.2.5, as applicable, and who must comply with
the requirements set forth under the Technical Assistance Agreement:


 


2.8.2.1        Operating
Committee: The Holding Company and the Airport Group shall be jointly
managed by an Operating Committee which shall be formed by 6 (six) members, who
may or may not be officers of the Service Company.  Pursuant to the corporate By-laws, the
members of the board of directors of the Holding Company appointed by the
series “BB” shareholders shall appoint and be entitled to remove 3 (three)
members that form the Operating


 


18





















 


Committee and their alternates, one of
whom must be the Director General, and the remaining 3 (three) shall be
designated by majority vote of the board of directors of the Holding
Company.  The Director General shall act
as Chairman of the Operating Committee and shall have a deciding vote in the
event of a tie.


 


2.8.2.2        General
Direction: The Director General shall be responsible for the
management of the Airport Group and monitoring the operation of the corporate
business through the planning, programming and organization of the Airport
Group.  For such purposes, he shall also
be required to (i) direct the performance of the Airport Group programs; (ii) take
any steps conducive to performing the functions of the Airport Group, airport
operation and the rendering of services, so as to render such services in an
articulated, congruent and efficient manner, and to maintain close coordination
with the competent authorities; and (iii) verify, control and evaluate the
performance of the Airport Group.


 


2.8.2.3        Senior
Position entrusted with the Commercial Area:
Responsible for (i) the development of commercial activities in the
Assigned Airports pursuant to the standards offered by the Strategic Partner in
its technical offer (commercial premises, food and beverages, advertising,
etc.); (ii) the preparation of global strategies, including marketing,
commercialization, real estate development, advertising and its application
thereof throughout the Airport Group; (iii) the collaboration with the
financial area and the legal departments to guarantee that the terms and
awarding of the commercial agreements conform to the best commercial and
international practices, (iv) the development of coordination programs
with retailers/tenants which shall include surveillance and audit procedures;
and (v) the creation and training of the commercialization team by
Assigned Airport and throughout the Airport Group, reporting in all situations
directly to the General Direction;


 


2.8.2.4        Senior
Position entrusted with the Financial and Management Areas:
Responsible for (i) the strategy of improvement, updating and installation
of information systems and financial reports that may be required; (ii) control
of the treasury and investments of the Airport Group; (iii) the
collaboration with the General Direction and other areas to develop the
business plans of the Airport Group, budgets and financial goals; (iv) the
relationship with capital markets and the forging of relationships with
investors; (v) the development and implementation of financing, treasury
and comptrollership policies; (vi) the formulation and application of
acquisition and supplying procedures; and (vii) ensuring that the members
of his department receive proper training, reporting in all situations directly
to the General Direction and working closely with the Audit Committee of the
Service Company;


 


2.8.2.5        Senior
Position entrusted with the Technical Operations Area:
Responsible for (i) the preparation of the airport operations guidelines; (ii) the
consolidation of statistical information; (iii) the defining of airport
quality standards; (iv) the preparation and management of projects related
to the Assigned Airports in general; (v) the lending of qualified
technical support to the Assigned Airports; (vi) the management of the
technical support office


 


19





















 


for engineering projects; and (vii) assisting
in the development of the investment plan.


 


2.9          Acknowledgement
of the Obligations of the Airport Group.  The Strategic Partner represents that is
aware of the corporate by-laws of the Holding Company, the Service Company and
of the Concession Companies and therefore, is acquainted with the mechanisms
set forth in such documents for the making of decisions within the Airport
Group in connection with its operation, with which it obliges itself to comply
in all respects.


 


Likewise, the Strategic Partner states
that it is aware of the terms and conditions contained in the Management
Services Agreement and that under this Agreement, it assumes the obligation to
provide the Service Company such technical assistance as may be required
pursuant to the Technical Assistance Agreement, so that the Service Company may
comply, in turn, with its obligations under the Management Services
Agreement.  The foregoing shall not be
understood as an adhesion by the Strategic Partner to the Management Services
Agreement.


 


Finally, the Strategic Partner
acknowledges that it is fully aware that the companies that comprise the Airport
Group have executed collective bargaining agreements with their employees and
have different plans with respect to their labor relationships as mentioned in Section 6.1.3
below.


 


3.             Obligations of the Federal
Government and Nafin.


 


3.1          Sale of the
Block of Shares. 
The Federal Government undertakes to sell and transfer the Block of
Shares to the Strategic Partner upon the full payment of the price thereof upon
the terms set forth in the Purchase and Sale Agreement, provided that the
Strategic Partner shall, upon receipt of the certificates representing the
capital stock of the Airport Group, contribute to the Trust referred to in Section 2.7
above, the Shares corresponding to the Block of Shares.


 


3.2          Execution of
Agreements. 
The Federal Government, Nafin and the Trustee, undertake to execute on
this date (i) the Purchase and Sale Agreement; (ii) the Trust
Agreement; (iii) the Shareholders’ Agreement, (iv) the Option
Agreement; and (v) to hold the Extraordinary Shareholders’ Meeting
respectively, as applicable.


 


3.3          Public Offer
of Shares.  Not later than 4
(four) years from the date of this Agreement, Nafin undertakes to make one or
more public offers or other kind of public stock placement according to the
applicable regulation of each jurisdiction which jointly represent at least 36%
(thirty-six percent), in the aggregate, of the Shares representing the capital
stock of the Holding Company held by Nafin, in the domestic and international
securities markets, only if the market conditions are advantageous to carry out
such sale.


 


3.4          Purchase
Option.  In the event that
Nafin is not able to carry out the public offer of at least 36% (thirty-six
percent) of the Shares representing the capital stock of the Holding Company
pursuant to Section 3.3 above, Nafin promises to sell to the
Strategic Partner a number of Shares equivalent to 36% of the capital stock of
the Holding Company (the “Additional Shares”) outstanding at that time (without
considering such Portion of Shares pending exercise pursuant to the Option
Agreement), upon the terms and conditions set forth below:


 


3.4.1.          The sale
price of the Additional Shares shall be equal to $0.1094186106173 U.S. Dollars
($0.1094186106173 U.S. Dollars), plus interest equal to  5% (five percent) per year.  The price of the Additional Shares shall be
decreased, as the case may be, in an


 


20





















 


amount equivalent to the amount of
dividends paid in cash or in shares by the Holding Company to Nafin as of the
date of execution of this Agreement.


 


3.4.2.          The Strategic Partner shall have a period of 12 (twelve) months from the
fourth anniversary of the execution of this Agreement in the
event that the public offer of shares referred to in Section 3.3 above is
not performed, to notify Nafin in writing (the “Purchase Notice”) of its
intention to exercise the purchase right set forth in Section 3.4 above,
provided that if the Purchase Notice is not filed in the aforementioned period
such purchase right shall be deemed as terminated.


 


3.4.3.          Upon
receiving a Purchase Notice, Nafin and the Trustee, within 30 (thirty) business
days must (i) hold a shareholders meeting of the Holding Company which
purpose is to eliminate the limits of individual participation set forth in Article Ten
of the By-laws of the Holding Company so that the Strategic Partner is able to
acquire the Additional Shares, and (ii) obtain all the governmental
authorizations required for that purpose.


 


3.4.4.          In the event
that the Strategic Partner has filed a Purchase Notice with Nafin, the
Strategic Partner must pay the price to Nafin in U.S. Dollars, currency of the
United States of America, or in pesos, at the exchange rate of the payment
date, as published by Banco de México in the Official Gazette of the Federation
in immediately available funds, in the manner instructed by Nafin in writing
not later than 60 (sixty) business days after the date of receipt by Nafin of
the Purchase Notice.


 


3.4.5.          In the event
that the Strategic Partner acquires the additional shares, it must execute with
Nafin prior to such acquisition, an agreement by virtue of which it undertakes
the following obligations:


 


(i)                Within 5
(five) years from the date of acquisition of the Additional Shares, it shall
sell and place in the domestic and international securities markets through one
or several public offers or other type of placements to investors pursuant to
the applicable legislation in each jurisdiction, shares representing at least
36% (thirty-six percent) of the capital stock of the Holding Company, in which
case Nafin shall be entitled to sell therein or in the other public offers, a
proportion of Shares equal to those placed by the Strategic Partner, and


 


(ii)               Nafin shall
be entitled to sell its Shares in the securities market through a public offer
at any time after execution of this Agreement and notwithstanding the fact that
the Strategic Partner has acquired the Additional Shares it shall continue to
be bound pursuant to Section 2.3 above, upon Nafin’s request.  In the event that Nafin places its Shares in
the securities market, the Strategic Partner must sell its participation in the
Additional Shares in such public offer, provided that the sale price per share
is equal to or greater than the price of exercise and acquisition of the Additional
Shares in dollars at the exchange rate of the date of acquisition thereof plus
interest equal to 5% (five percent) per year considering any dilution.  In the event that favorable market conditions
exist and the Strategic Partner fails to comply with the obligation set forth
in paragraph (i) above and in this paragraph, the Strategic Partner shall
contribute the Shares owned by it at that time representing 36% (thirty-six
percent) of the capital stock of the Holding Company in an irrevocable trust
where the trustee is instructed


 


21





















 


to vote such Shares in the same manner as
the vote of a majority of the capital stock of the Holding Company, unless the
price of the Public Offer is less than the price of acquisition of the
Additional Shares in dollars at the exchange rate of the acquisition date
thereof plus interest equal to 5% (five percent) per year.


 


(iii)              In the event
that the market conditions do not allow the Strategic Partner to comply with
the requirements of paragraph (i) above, the Agreement referred to in this
Section shall survive for an indefinite period of time until the market
conditions allow the Strategic Partner or Nafin to comply therewith.


 


(iv)              In the event
that Nafin wishes to exercise the right mentioned in paragraph (i) above,
the Strategic Partner must comply with the obligations contained in Section 2.3
above, determining by common agreement the percentage of shares that may be
offered in the securities market.  In all
events, Nafin and the Strategic Partner shall participate in such offer with
the sale of Shares in equal amounts.


 


(v)               In the event
that the Strategic Partner contributes its Shares to a trust upon the terms of
paragraph (ii) above, the Strategic Partner shall have at all the times
the right to instruct the trustee to sell such Shares in the securities market
and to deliver to it the proceeds thereof.


 


3.4.6.          The Block of
Shares and the Optional Shares, as the case may be, shall be kept in Trust to
guarantee only the obligations of permanence provided for in Sections 2.4.
and 2.4.2 above, therefore amending the Trust Agreement in order for the
Strategic Partner to become entitled to instruct the Trustee as to the manner
in which the Block of Shares must be voted in its entirety.


 


3.5          Nafin, in
its capacity as trustee, undertakes to comply with the terms of the Purchase
and Sale Agreement referred to in recital 1.15 above, as well as to execute the
Shareholders’ Agreement and to comply with the obligations contained therein,
in particular those provided for in Section 3.4 above.


 


4.             Obligations
of the Airport Group.


 


4.1          Optional
Shares.  Once the Strategic
Partner has acquired the Block of Shares and the shareholders of the Holding
Company have approved this acquisition, the Holding Company undertakes to issue
the Optional Shares and to keep them in its treasury pending their subscription
and payment by the Strategic Partner during such period and upon such terms as
set forth in the Option Agreement. 
Likewise, it undertakes to keep such Optional Shares representing at all
times 5% (five percent) of the capital stock of the Holding Company after
issuance thereof.  Accordingly, the
Holding Company undertakes to execute the Option Agreement.


 


4.2          Technical
Assistance Agreement. 
The Holding Company, the Service Company and the Concession Companies
undertake to execute as of this date the Technical Assistance Agreement and
consequently, to carry out any acts necessary for the performance of their
obligations thereunder.


 


4.3.         Public Offer: The
Holding Company assumes the obligations set forth in Section 2.3
above with respect to assisting to the Federal Government in carrying out the
Public Offer.


 


22





















 


5.             Commitments of the Strategic
Partner.


 


The Strategic Partner
guarantees to the Federal Government and to the Airport Group that upon the
execution of this Agreement and as long as its obligations under the
Transactional Documents remain in force that:


 


5.1          Incorporation,
Organization and Authorities. 
It is a company duly incorporated and validly existing as stated in the
recitals section of this Agreement and that its legal attorney has
sufficient authority to execute the same and to bind the Strategic Partner as
provided for under the Transactional Documents.


 


5.2          Validity of
the Agreement. 
This Agreement has been validly entered into by the Strategic Partner
and constitutes a valid and binding obligation of the Strategic Partner,
enforceable in accordance with its terms.


 


5.3          Approvals or
Notices.  Except for the
authorizations set forth in Section 7.1.4 of this Agreement, the
execution of this Agreement by the Strategic Partner and the Key Partners and
the performance of the transactions contemplated herein: (i) does not
breach or require the consent, approval or filing of any notice under any
applicable law; (ii) except for the Trust, does not result in the creation
of any lien on the shares, does not constitute a breach or result in the
acceleration or advance termination of the obligations of the Strategic Partner
or the Key Partners or in the creation of a lien pursuant to the corporate
by-laws of the Strategic Partner or the corporate by-laws of the Key Partners
or in the advance termination of any mortgage deed, lease, license agreement,
agreement or instrument to which the Strategic Partner or the Key Partners is a
party or by virtue of which the Strategic Partner, the Key Partners or their
assets are affected in a manner such that they originate a default on the
obligations of the Strategic Partner or the Key Partners in respect of any
Transaction Document or represent a contingency equivalent to or greater than
10% (ten percent), jointly or individually of their annual net sales; and (iii) does
not result in the termination or forfeiture of any right in the agreements to
which the Strategic Partner or the Key Partners are a party.


 


5.4          Taxes.  The Strategic Partner and the Key Partners
have filed in due time with the federal, state and municipal authorities, as
well as with any other governmental entities, all necessary tax returns and
made all tax payments that must be made with respect to the Strategic Partner
and have paid, or made a provision in their financial statements for, all taxes
derived from the operation thereof, and no issue has arisen or been claimed by
the authorities in connection with the above, or if such is the case, have
initiated the appropriate actions which are necessary to challenge the payment
of taxes that were improperly assessed or confirm their compliance with the tax
laws.


 


5.5          Litigation.  Neither the Strategic Partner nor its
Partners have any litigation, proceeding, claim or governmental investigation
pending, or litigations brought by any third parties other than those with
respect to which SCT has been informed during the Bidding Process, that might
affect the continuance of their operations if resolved adversely against the
Strategic Partner or its Partners, including any judgment in bankruptcy or
suspension of payments, upon its own request or upon third parties request, and
are in compliance with their payment obligations with any third parties, or as
the case may be, have initiated the corresponding actions to confirm the
compliance with such obligations.


 


5.6          Financial
Statements. 
The financial statements of the Strategic Partner (i) are true,
complete and have been prepared according to the records of the Partners of the
Strategic Partner; (ii)


 


23





















 


accurately reflect the financial
condition, assets and liabilities of the Partners of the Strategic Partner; and
(iii) have been prepared pursuant to generally accepted accounting
principles, consistently applied, and such will be provided to the Federal
Government upon its request.


 


5.7          Patents and Trademarks,
etc.  The Strategic
Partner and the Key Partners, as applicable, have all patents, registered
trademarks, software licenses and copyrights as may be necessary to render the
technical assistance under the Assistance Agreement.  No patent or patent application necessary to
render the technical assistance under such Agreement is involved in a patent
infringement proceeding which might limit its use.  The Strategic Partner or the Partners of the
Strategic Partner do not use and have not planned to use or sell any asset that
might infringe on any brand, patent, license or right of any individual or
legal entity which might require a license or sublicense under any such
patents, licenses or rights.  The
Strategic Partner or the Partners of the Strategic Partner have not received
any notice notifying them that they have infringed any patents, trademarks,
licenses, copyrights, industrial secrets or any other rights related to the
Assistance Agreement to the prejudice of any individual or legal entity.


 


5.8          Guarantee.  The Partners of the Strategic Partner granted
a guarantee as part of the Bidding Process covering the payment of damages and
losses in the event of default in the payment of the price of the Block of
Shares and any other consideration in favor of the Federal Government under the
Purchase and Sale Agreement.


 


5.9          Financial
Structure. 
In accordance with that which is set forth in Section 9.6.3 of the
Invitation, the Strategic Partner agrees to keep in its financial structure,
for a period of 15 (fifteen) years from the date of signing of this Agreement,
a debt level in which the total debt-to-equity ratio shall be less than or
equal to 50% (fifty percent).


 


6.             Commitments
of the Airport Group.


 


The
Airport Group represents and warrants that:


 


6.1          Organization
and Authorities. 
Each of the companies that constitute the Airport Group is a company
duly organized and validly existing under the laws of the United Mexican
States.  Likewise, each of the companies
that constitute the Airport Group has sufficient authority to lease, encumber
and use its assets and to carry out its business as currently conducted in the
United Mexican States.  No dissolution or
liquidation proceeding has been filed by any such companies.  The companies of the Airport Group have made
available to the Strategic Partner complete copies of their registry books, the
minutes of their board of directors and shareholders meetings and any other
books and records of the company, all of which are adequate and correct.


 


6.2          Validity of the
Agreement.  This Agreement has
been validly executed by the companies that comprise the Airport Group and
constitutes a valid and binding obligation of each of them, enforceable in
accordance with its terms.


 


6.3          Capitalization.  Except for the Optional Shares, each and all
the Shares that constitute the capital stock of the companies of the Airport
Group have been duly authorized, fully paid, have not been issued in
contravention of any applicable laws, or breach any preemptive or similar
rights.  Except for such Optional Shares,
there are no options, guarantees, rights, agreements, calls, commitments or
offers of any nature related to the Shares. 
The Shares are free from any lien, interest, restriction or ownership
limitation.


 


24





















 


6.4          Approvals or
Notices.  Except for the
authorizations referred to in the recitals section of this Agreement,
which have been obtained, the execution hereof by the Airport Group and the
transactions contemplated herein (i) do not breach or require any consent
or approval under, any applicable law; (ii) except for the Trust, do not
result in the creation of any lien on the Shares, constitute a default or
result in the acceleration of the obligations of the companies that comprise
the Airport Group or in the creation of any lien on any portion of the assets
of the companies under the corporate by-laws of the companies that constitute
the Airport Group or any mortgage deed, lease, license agreement, agreement or
instrument to which the companies are a party or by virtue of which any of them
or their assets are affected; and (iii) do not result in the termination
or forfeiture of any right in the agreements to which they are party.


 


6.5          Financial
Statements. 
The Financial Statements are true, complete and have been prepared
consistent with the terms in the notes of the auditors submitted therewith.


 


6.6          No
Amendments. 
Except as provided in Exhibit “I” to this Agreement, as from
the date of preparation of the Financial Statements, as reflected therein,
there have been no adverse change in the assets, liabilities, financial
condition and operations of the Airport Group that may prevent the companies
constituting it from continuing to operate, except for any changes arising in
the ordinary course of business or such amendments and situations as have been
informed to the Strategic Partner.


 


6.7          Concession
Holding.  Each of the
Concession Holders holds a 50 (fifty) year Concession, subject to extension, to
administer, operate or utilize and, as the case may be, build the Assigned
Airport corresponding to each of them, and to use and enjoy the publicly owned
real estate referred to in such Concessions and which is necessary for the
operation of the corresponding Assigned Airports and such Concessions are not
subject to any proceeding that may affect their validity.


 


6.8          Title to
Assets.  Each of the Holding
Companies owns the assets described in the Personal Property Purchase and Sale
Agreement which are free from any lien or limitation of ownership.


 


6.9          Taxes.  The Airport Group has timely filed with the
corresponding federal, state and municipal authorities, and with any other
governmental entities, all necessary tax returns and made all payments with
respect to the companies that constitute the Airport Group and has paid, caused
to be paid, or made a provision in the Financial Statements for the payment of,
all taxes arising from the operation thereof and no matter has arisen or been
claimed by the authorities and therefore, they do not reserve any right or
action to claim any payment or compensation therefor.


 


6.10        Litigation.  The Airport Group has no litigation,
proceeding, claim or governmental investigation pending against the companies
that constitute the Airport Group, or any litigation brought by any third
parties, other than those which have already been informed to the Strategic
Partner during the Bidding Process in the Process Information which might
affect the continuance of their operations if resolved adversely against the companies
that constitute the Airport Group. 
Likewise, to their knowledge, no bankruptcy or suspension of payments
has been declared, since they are in compliance with all their monetary
obligations.


 


6.11        Compliance.  No notice has been received by the companies
that constitute the Airport Group informing them that they have incurred any
breach to the Concessions under any law, requirement, regulation, injunction,
notice, decree, or any violation, except as otherwise informed to the Strategic
Partner during the Bidding Process, which might prevent the Concession
Companies from continuing with their operations.  Likewise, none of the Concession Companies
has breached their corporate by-laws or violated any corporate restrictions.  The companies that


 


25





















 


constitute the Airport Group have not
incurred any event of default with respect to any provisions contained in any
agreement, contract or instrument to which the companies are a party and under
which they are bound in a manner affecting the business or condition of the
business of the Concession Companies or any of their properties or assets.


 


6.12        Compliance
with Environmental, Health and Safety Matters.  The Airport Group acknowledges that:


 


6.12.1         Each of the
companies that constitutes the Airport Group is in compliance with all
applicable environmental laws, except as indicated in the audit carried out by
the Mexican Federal Agency of Environmental Protection, and in such case must
comply with the plan of action determined for it by such authority as the
Strategic Partner was informed of during the Bidding Process in the Process
Information;


 


6.12.2         Any notices,
permits, licenses or similar authorizations that must be obtained or filed with
any environmental authority in connection with the operation of the business
have already been obtained or, as the case may be, filed, except for the audit
carried out by the Mexican Federal Agency of Environmental Protection and with
which a plan of action determined for it by such authority must be complied
with as the Strategic Partner was informed of during the Bidding Process in the
Process Information;


 


6.12.3         There are no
past or pending investigations, proceedings or claims against the companies
that constitute the Airport Group related to the presence, removal or disposal
of any hazardous material or due to any breach of any applicable environmental
law, other than those which the Strategic Partner was informed of during the
Bidding Process in the Process Information;


 


6.12.4         Out of the
ordinary course of business, no hazardous material has been stored or kept in
any building owned by the companies that constitute the Airport Group or any
concessionaire thereof, or in any building leased by the companies, other than
those which the Strategic Partner was informed of during the Bidding Process in
the Process Information;


 


6.12.5         None of the
buildings owned, leased or operated by the companies that constitute the
Airport Group has been used as a waste site or contains underground storage
tanks, except for those disclosed to the Strategic Partner during the Bidding
Process and except for those necessary in the ordinary course of their
business;


 


6.12.6         The
companies that constitute the Airport Group have no knowledge of any conditions
or circumstances that exist or have existed that might have caused or imposed
any responsibility for such companies with respect to any applicable
environmental law, except for those disclosed to the Strategic Partner during
the Bidding Process in the Process Information;


 


6.12.7         No company
constituting the Airport Group has received any notice or claim or has
knowledge of any factors from which it may be implied that they are responsible
vis-à-vis any person, as a result of any hazardous material originated or
stored in any building owned or leased by the companies at any time, or that
such materials have been unloaded, issued, removed or transported from any
other source to any building owned or leased by the companies that constitute
the Airport Group, except for what


 


26





















 


was disclosed to the Strategic Partner
during the Bidding Process in the Process Information; and


 


6.12.8         No condition
or circumstance exists or has existed, and none of the activities carried out
by the companies that constitute the Airport Group is occurring or has
occurred, that has resulted in an exposure to a hazardous material affecting
any person or property with respect to which the owner of the building or the
companies constituting the Airport Group might be held responsible in the
future for damages and losses resulting from such exposure, except as otherwise
disclosed to the Strategic Partner in the Information Process during the
Bidding Process.


 


6.13        Labor
Matters.  None of the
companies that constitute the Airport Group has suffered any strike or lockout
by any union or group of workers, except for what was disclosed to the
Strategic Partner during the Bidding Process in the Process Information.  Each of the companies, as of the date hereof,
has made all payments required by the applicable laws or has reserves, as
reflected in their respective financial statements, sufficient for the making
of such payments already due to the Retirement Savings Fund System and the
Mexican Social Security Institute.  The
companies have complied with all applicable provisions set forth in the labor
laws for the operation of the companies that constitute the Airport Group,
including provisions concerning the income withholding tax, labor relationships,
fees, equal opportunities, payment of pensions, assessments, social security
and other taxes.


 


The companies that constitute the Airport
Group have executed collective bargaining agreements with their employees.  Likewise, they have executed several plans
with respect to their labor relationships, which include, for example, but
without limitation, social security plans (birth, marriage and death) and
savings fund plans.


 


7.             Conditions
Precedent.


 


7.1          Conditions
Precedent for the Strategic Partner.  The Strategic Partner stipulates that no
obligation shall arise for the Federal Government or the Airport Group under
this Agreement and the Transactional Documents, due to a failure by the
Strategic Partner in not complying with the following conditions precedent:


 


7.1.1           Formalization.  The Strategic Partner shall have formalized
the Transactional Documents on the date of this Agreement;


 


7.1.2           Payment.  The Strategic Partner shall have paid the
price of the Block of Shares on the date and under the terms of the Purchase
and Sale Agreement;


 


7.1.3           No Default.  No event of default imputable to the
Strategic Partner under this Agreement or the Transactional Documents shall
have occurred; and


 


7.1.4           Authorizations.  The Strategic Partner shall have obtained all
necessary corporate and governmental authorizations, including the
authorization from the Interministerial Commission for the Granting of
Concessions and Permits under the Airport Law referred to in Article 21 of
such law, and from the Federal Commission on Competition, to execute this
Agreement and any other Transactional Document.


 


7.2          Conditions
Precedent for the Federal Government and the Airport Group.  The Federal Government and the Strategic
Partner agree that no obligation shall arise for the Strategic Partner


 


27





















 


under this Agreement and the
Transactional Documents so long as the Federal Government or the Airport Group,
as the case may be, has complied with the following conditions precedent:


 


7.2.1           Formalization.  The Federal Government and the Airport Group
shall have formalized on the same date of this Agreement the applicable
Transactional Documents;


 


7.2.2           No Default.  No event of default hereunder or under the
Transactional Documents imputable to the Federal Government or to the Airport
Group affecting the Strategic Partner shall have occurred;


 


7.2.3           Extraordinary
Shareholders’ Meeting. 
An Extraordinary Shareholders’ Meeting shall have been held authorizing
the issuance of Optional Shares for the subsequent subscription and payment
thereof.


 


8.             Events of
Default.


 


8.1          Events of
Default by the Strategic Partner. 
In any event of default by the Strategic Partner on its obligations
under this Agreement or any of the Transactional Documents, the Federal
Government and the Airport Group shall be entitled to exercise the remedies set
forth in Sections 8.3 and 9 below, as the case may be.  The following are considered as events of
default by the Strategic Partner under this Agreement:


 


8.1.1           Failure to
pay the price of the Block of Shares and any other consideration to the Federal
Government under the Purchase and Sale Agreement;


 


8.1.2           Failure to
comply with any of the obligations under the Technical Assistance Agreement
once pursuant to such agreement such default is deemed to be an event of
default and such Technical Assistance Agreement has been terminated in advance
as a consequence of such event of default. 
It shall not be considered an event of default for the purposes of this
Agreement in the event that the termination of the Technical Assistance
Agreement is pending resolution by an arbitration court pursuant to the terms
thereof, until such termination has been declared by the aforementioned
arbitration court;


 


8.1.3           Failure to
comply with any of the positive and negative covenants under this Agreement or
the commitments contained in  Section 5
above;


 


8.1.4           Any Change
of Control in the Strategic Partner during the Ten-Year Period or any Change of
Control in any of the Key Partners of the Strategic Partner, except as
otherwise previously authorized, in the latter case, by SCT pursuant to Section 2.4.3
above, or that at least the dates referred to in Sections 2.4.1 and 2.4.2
above shall have transpired;


 


8.1.5           Any legal
action brought by the Strategic Partner, its Key Partners, or any third party
against the Strategic Partner, resulting in the judgment by a competent judge
in suspension of payments or bankruptcy thereof and such judgment by a
competent judge remains not dismissed and unstayed for a term of 90 (ninety)
business days after the date of receipt of the notice referred to in Section 8.6
below; or


 


8.1.6           Loss at any
time by the Strategic Partner or any of its Key Partners of at least 70%
(seventy percent) of its net worth.


 


28





















 


8.2          Grace Period.  In order for the events of default set forth
in Sections  8.1.3, 8.1.4 and 8.1.6
to be deemed as events of default by the Strategic Partner, 30 (thirty)
calendar days and 90 (ninety) business days, respectively, must elapse from the
date on which the Federal Government or any of the companies that constitute
the Airport Group has notified such circumstance to the Strategic Partner under
Section 8.4 below, without it having remedied the respective default.


 


8.3          Remedies of
the Federal Government and the Airport Group.  In any event of default by the Strategic
Partner under Sections 8.1 and 8.2 above, the Federal Government, Nafin
and the companies that constitute the Airport Group shall have the following
rights:


 


8.3.1           In the event
that the default referred to in Section 8.1.1 above has occurred,
the Federal Government and the companies that constitute the Airport Group
shall be entitled to terminate this Agreement, and each and all the
Transactional Documents or to demand, pursuant to Section 9 below,
mandatory compliance therewith.  In the
event that the Federal Government decides to terminate this Agreement and the
other Transactional Documents, the Strategic Partner shall forfeit, as
contractual penalty arising from its failure to pay the price of the Block of
Shares and in order to repay the Federal Government for the damages and losses
resulting from such failure, with respect to the first installment of the price
referred to in the Purchase and Sale Agreement, the guarantee mentioned in Section 5.8
above, granted by the Strategic Partner or the Key Partners as a part of the
Bidding Process and with respect to the second installment of the price under
the Purchase and Sale Agreement, the equivalent to the first installment of the
price of the Block of Shares.


 


8.3.2           In any event
of default under Sections 8.1.2, 8.1.3, 8.1.4, 8.1.5 and 8.1.6 above,
the provisions of Sections 12.3 and 12.4 of the Technical Assistance Agreement
shall be applied.


 


8.4          Procedure.  In the event that a default by the Strategic
Partner has occurred, Nafin, the Federal Government or the Holding Company, as
the case may be, shall notify the same to the Strategic Partner for the
purposes of Section 8.2 above. 
In such notice, Nafin, the Federal Government or the Holding Company, as
the case may be, shall indicate to the Strategic Partner the manner in which
they shall exercise their rights with respect to the event of default in
question and shall bring the applicable legal actions under the Transactional
Documents.  In the event that Nafin, the
Federal Government or the Holding Company, as the case may be, elects to
terminate any juridical relationship pursuant to Section 8.3 above,
the same shall be deemed terminated in advance as from the time of receipt of
the abovementioned notice or, as the case may be, once the terms set forth in Section 8.2
above have elapsed, without prejudice to the exercise of any other rights under
any other Transaction Document.


 


For the exercise of their rights under
this Agreement, it shall not be necessary that the Federal Government or the
Holding Company obtain any judicial order or statement.


 


8.5          Events of
Default by the Federal Government, ASA and the Airport Group.


 


8.5.1           The
following are events of default by the Federal Government affecting the
Strategic Partner:


 


8.5.1.1        Failure to
comply with the obligation of endorsement and delivery of the share
certificates corresponding to the Block of Shares under the Purchase and Sale
Agreement;


 


29





















 


8.5.1.2        Failure to
comply with their obligations contained in Section 3.3 above; and


 


8.5.1.3        Failure to
comply with the commitments contained in Section 6 above.


 


8.5.2           The
following are events of default by ASA and, as a result, the Federal
Government, affecting the Holding Company and the Concession Holders:


 


8.5.2.1        Failure to
comply with their indemnifying obligations in environmental matters under the
Concessions; and


 


8.5.2.2        Failure to
comply with their indemnifying obligations under the  Personal Property Purchase and Sale
Agreement.


 


8.5.3       The following are events of default by
the Holding Company affecting the Strategic Partner:


 


8.5.3.1        Failure to
comply with its affirmative covenants under the Option Agreement; or


 


8.5.3.2        Failure to
comply with its affirmative covenants under the Technical Assistance Agreement;


 


8.5.4           Failure to
comply with its obligations under the Shareholders’ Agreement shall constitute
an Event of Default by Nafin in its capacity as Trustee.


 


8.6          Grace Period.  In order for the events of default set forth
in Section 8.5, except for that contained in Section 8.5.1.1,
to be considered as events of default by the Federal Government, ASA or the
Holding Company, as applicable, under such Sections, 30 (thirty) calendar days
must elapse as from the date on which the Strategic Partner or, as the case may
be, the Holding Company, as applicable, have notified such event of default to
ASA, the Federal Government or the Holding Company, as applicable, pursuant to Section 8.8
below.  In order for the assumption
provided for in Section 8.5.1.1 to be deemed an event of default by
the Federal Government, 15 (fifteen) business days must elapse as from the
giving of notice by the Strategic Partner to the Federal Government pursuant to
Section 8.8 below.


 


8.7          Remedies of
the Strategic Partner. 
In any event of default by the Federal Government or the Holding Company
under Sections 8.5.1 and 8.5.3 above, the Strategic Partner shall be
entitled to demand mandatory compliance with the defaulted obligations.  In the specific cases provided for in
Sections 8.5.1.1 and 8.5.1.2 above, the Strategic Partner may demand the
advance termination of this Agreement and the Transactional Documents.  In the assumption provided for in Section 8.5.4,
the Strategic Partner and the Key Partners shall be exempted from the
obligations under Sections 2.4.1 and 2.4.2 above and may terminate the
Technical Assistance Agreement with no liability to them or may elect to demand
mandatory compliance with the defaulted obligations.


 


In no event shall any default by the
Federal Government or Nafin under Section 8.5 above entitle the
Strategic Partner to default on its obligations under this Agreement or the
Transactional Documents.


 


8.8          Procedure.  In any event of default mentioned in Sections
8.5.1 and 8.5.3 above, the Strategic Partner shall notify such
circumstances to the Federal Government and the Holding Company, as the case
may be, indicating the manner in which it shall exercise its abovementioned
rights.


 


30





















 


8.9          Remedies of
the Holding Company and of the Concession Companies.  With respect to the events of default
referred to in Section 8.5.2 above, ASA, and as a result, the Federal
Government, shall respond to the Holding Company and the Concession Companies
under the provisions of the Concessions and the Personal Property Purchase and
Sale Agreement, respectively.


 


9.             Resolution
of Controversies.


 


9.1          Transactional
Documents.  Any controversy
arising in connection with any of the Transactional Documents must be resolved
in accordance with the rules on resolution of controversies provided for
in each of the Transactional Documents and in the absence of such rules, the
controversy shall be submitted to the jurisdiction of the appropriate federal
courts of the Federal District.


 


10.          Miscellaneous.


 


10.1        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 or personally delivered and
shall be deemed as made upon its actual receipt by the addressee.  All 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, Piso 9

Col. Lomas de Chapultepec

11000 Mexico, D.F.

Attn: Mr. Jaime de la Rosa Montes


 


To the
Federal Government

Secretaría de
Comunicaciones y Transportes

Av. Xola y Universidad

Col. Narvarte

Mexico, D.F.

Attention:  Legal Director General


 


To the Airport Group:

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

Av. 602 No. 161

Col. San Juan de Aragón

15620 Mexico, D.F.

Attention:  Director General


 


To Nafin:

Insurgentes Sur 1971 Tower 4

Col. Guadalupe Inn, C.P. 01020

Mexico, D.F.

Attention:  General Trustee Deputy


 


Whenever any of the parties changes its
domicile indicated above, it must notify the same by notice sent to the other
parties as provided for in this Section.


 


31





















 


10.2        Term of
Existence and Amendments. 
This Agreement shall be in force for a term of 15 (fifteen) years as
from its date of execution.  In the event
that any of the parties to this Agreement requires any modification thereto,
the following shall be applicable:


 


10.2.1         Any advance
termination of the Agreement or any amendment to the provisions of Section 2.4
during the first 5 (five) years of existence of the Agreement or, as long as
the Federal Government holds, directly or indirectly, the ownership or control
of at least 25% (twenty-five percent) of the capital stock of the Holding
Company shall require the prior approval of the shareholders of the Holding
Company and the Federal Government, which shall grant it in the events where it
is duly justified.


 


10.2.2         Once such 5
(five)year term has elapsed or in the event that the Federal Government holds,
directly or indirectly, the ownership or control of at least 25% (twenty-five
percent) of the capital stock of the Holding Company, prior approval from a
majority of the members of the Board of Directors of the Holding Company shall
be required.


 


10.2.3         In any of
the events provided for in Sections 10.2.1 and 10.2.2 above, the full
compliance with the obligations contained in the Concessions must be guaranteed
to the Federal Government to its satisfaction.


 


10.3        Confidentiality.


 


10.3.1         Each of the
parties binds itself to, and, as the case may be, shall cause its affiliates,
members of the board of directors, officers, employees, agents and consultants
to bind themselves to keep secret and not to disclose or provide to any other
person, directly or indirectly, or use to the prejudice of the Airport Group or
any of the parties, any oral, written or other information concerning the Bidding
Process, this Agreement or the Transactional Documents, the transactions
contemplated in this Agreement or the Transactional Documents or any other
information that is confidential or related to the Airport Group, including,
without limitation, the plans, transactions or results and financial statements
(jointly, the “Confidential Information”), except to the extent that the use of
such Confidential Information is necessary to submit or obtain any consent or
approval required for the performance of the transactions contemplated in this
Agreement or the Transactional Documents or except in the extent to which the
provision or use of such Confidential Information is required by law or is
necessary in connection with any legal proceeding.  Nothing contained in this Agreement shall be
construed as the granting of a license with respect to such Confidential
Information to the receiver thereof.


 


10.3.2         Notwithstanding
the provisions of Section 10.3.1 above, any party may disclose any
information, without any restriction and without any obligation to keep such
information confidential, provided that (i) the disclosure of such
information must be made in compliance with any applicable law or under the rules or
regulations of any stock exchange or quotation system, (ii) such
information becomes generally available to the public by reason other than the
disclosure by such party, or (iii) such information would have been
generally available on a non-confidential basis prior to its disclosure by any
party.


 


10.3.3         Notwithstanding
the above, the Federal Government may make public announcements on the
execution of this Agreement and the Transactional Documents and provide the
information that, as the case may be, may be requested by the competent
authorities


 


32





















 


and the Congress of the Union, if
applicable, and include such information in the report that it must deliver
with respect to the Bidding Process.  The
Strategic Partner may make public announcements with respect to the execution
of this Agreement by previously notifying the Ministry of that respect.


 


10.3.4         No party may
disclose any Confidential Information to any consultant or third party advisor
unless such consultant or third party advisor agrees in writing to be bound by
these confidentiality provisions and each party and its consultants and third
party advisors shall be subject to civil penalties and monetary damages if they
breach the provisions of this Section 10.3.


 


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


 


10.5        Severability.  In the event that one or more of the
provisions contained in this Agreement or the application thereof in any
circumstance is declared by any competent authority invalid, illegal or
unenforceable in any aspect or by any reason, the validity, legality and
enforceability of any such provision in any other aspect and of the remaining
provisions of this Agreement, shall not be limited or affected in any
manner.  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 comply, to the greatest extent possible, with the economic,
business and all other purposes of the invalid or unenforceable provision.


 


10.6        Successors,
Assignees, etc. 
Except as otherwise provided for in this Agreement, the parties shall
not transfer or assign the rights and obligations contained in this Agreement
or the Transactional Documents without the prior written consent of the Federal
Government and the Holding Company.


 


10.7        Applicable
Law.  This Agreement
shall be governed and performed under Mexican law in federal matters and the
laws of the Federal District in local matters.


 


10.8        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.


 


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


 


10.10      Integration.  Except as otherwise specifically provided for
herein, this Agreement, together with the Transactional Documents, supersedes
any previous agreements between the Parties concerning the purpose of this
Agreement and such other documents, and it is the intention of the parties that
it is the final expression and the complete and exclusive statement of their
will with respect to the subject matter of this Agreement and such other
instruments.


 


In the event of any discrepancy between
the provisions of this Agreement and the Transactional Documents and those
contained in the Invitation and in the General Guidelines for the Opening to
Investment in the Mexican Airport System, the provisions contained in this
Agreement and the Transactional Documents shall prevail.


 


33





















 


10.11      In the event of any inconsistency between
any of the Transactional Documents, the provisions of this Agreement shall rule in
the first place, as well as the provisions of the Purchase and Sale Agreement,
the Shareholders’ Agreement, the Trust Agreement, the Technical Assistance
Agreement and the Option Agreement in the above mentioned order.


 


This Agreement is
executed in Mexico City, Federal District at 12:30 P.M. on the above
mentioned date, with the conformity of all its parties in Mexico, Federal
District.


 


34





















 


	
  AEROPUERTOS MEXICANOS DEL PACIFICO,

  S.A. DE C.V.

  	
   

  	
  FEDERAL GOVERNMENT, THROUGH THE

  MINISTRY OF COMMUNICATIONS AND

  TRANSPORTATION, JOINT AND SEVERAL

  OBLIGOR (under the terms of this Agreement)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Jaime de la Rosa Montes

  Title: Legal Representative

  	
   

  	
  By: Aarón Dychter Poltolarek

  Title: Undersecretary of Transportation

  
	
   

  	
   

  	
   

  
	
  AENA SERVICIOS AERONAUTICOS, S.A.,

  SOCIEDAD UNIPERSONAL

  	
   

  	
  NACIONAL FINANCIERA, S.N.C., TRUST

  DEPARTMENT, JOINT AND SEVERAL

  OBLIGOR (under the terms of this Agreement)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Jaime de la Rosa Montes

  Title: Legal Representative

  	
   

  	
  By: Antonio Cárdenas Arroyo

  Title: General Trust Delegate

  
	
   

  	
   

  	
   

  
	
  AEROPUERTO DEL PACIFICO ANGELES, S.A

  DE C.V.

  	
   

  	
  GRUPO AEROPORTUARIO DEL PACIFICO,

  SA. DE C.V., JOINT AND SEVERAL OBLIGOR

  (under the terms of this Agreement)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Jaime de la Rosa Montes

  Title: Legal Representative

  	
   

  	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  INVERSORA DEL NOROESTE, S.A. DE C.V.,

  JOINT AND SEVERAL OBLIGOR (under the

  terms of this Agreement)

  	
   

  	
  SERVICIOS A LA INFRAESTRUCTURA

  AEROPORTUARIA DEL PACIFICO, S.A. DE

  C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Jaime de la Rosa Montes

  Title: Legal Representative

  	
   

  	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  GRUPO DRAGADOS, S.A., JOINT AND

  SEVERAL OBLIGOR (under the terms of this

  Agreement)

  	
   

  	
  AEROPUERTO DE AGUASCALIENTES, S.A.

  DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Jaime de la Rosa Montes

  Title: Legal Representative

  	
   

  	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  



 


35





















 


	
  GRUPO EMPRESARIAL ANGELES, S.A. DE

  C.V., JOINT AND SEVERAL OBLIGOR (under

  the terms of this Agreement)

  	
   

  	
  AEROPUERTO DE BAJIO, S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Olegario Vázquez Aldir

  Title: Legal Representative

  	
   

  	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  AEROPUERTO DE GUADALAJARA, S.A. DE

  C.V.

  	
   

  	
  AEROPUERTO DE HERMOSILLO, S.A. DE

  C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  	
   

  	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  AEROPUERTO DE DE LA PAZ, S.A. DE C.V.

  	
   

  	
  AEROPUERTO DE LOS MOCHIS, S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  	
   

  	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  AEROPUERTO DE MANZANILLO, S.A. DE

  C.V.

  	
   

  	
  AEROPUERTO DE MEXICALI, S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  	
   

  	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  AEROPUERTO DE MORELIA, S.A. DE C.V.

  	
   

  	
  AEROPUERTO DE PUERTO VALLARTA, S.A.

  DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  	
   

  	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  AEROPUERTO DE SAN JOSE DEL CABO, S.A.

  DE C.V.

  	
   

  	
  AEROPUERTO DE TIJUANA, S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  	
   

  	
  By: Jorge Lanz de la Isla

  Title: Chief Executive Officer

  



 


36





















 


	
  BANCO NACIONAL DE COMERCIO

  EXTERIOR, S.N.C.

  	
   

  	
  AEROPUERTOS Y SERVICIOS AUXILIARES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Carlos Flores Salinas

  Title: Trust Delegate

  	
   

  	
  By: Rodolfo Duarte Rivas

  Title: Legal Representative

  



 


37










 










 


AMENDMENT No. 1 TO PARTICIPATION AGREEMENT


 


Amendment
Agreement to the Participation Agreement, the Shareholders’ Agreement and the
Technical Assistance and Transfer of Technology Agreement, dated August 25,
1999, entered into by and among the Federal Government of the United Mexican
States (Gobierno Federal de los Estados
Unidos Mexicanos) (the “Federal Government”), through the Ministry
of Communications and Transports (Secretaría
de Comunicaciones y Transportes) (the “SCT”), Nacional Financiera,
Sociedad Nacional de Crédito, Dirección Fiduciaria, as trustee under trust
number 5118-4 (“Nafin”), Banco Nacional de Comercio Exterior, Sociedad Nacional
de Crédito, División Fiduciaria (the “Trustee”), Grupo Aeroportuario del
Pacífico, S.A. de C.V. (the “Holding Company”), Servicios Aeroportuarios del
Pacífico, S.A. de C.V. (the “Services Company”), Aeropuerto de Aguascalientes,
S.A. de C.V., Aeropuerto del Bajío, S.A. de C.V., Aeropuerto de Guadalajara,
S.A. de C.V., Aeropuerto de Hermosillo, S.A. de C.V., Aeropuerto de La Paz,
S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Manzanillo,
S.A. de C.V., Aeropuerto de Mexicali, S.A. de C.V., Aeropuerto de Morelia, S.A.
de C.V., Aeropuerto de Puerto Vallarta, S.A. de C.V., Aeropuerto de San José del
Cabo, S.A. de C.V., and Aeropuerto de Tijuana, S.A. de C.V., (together the “Concessionaire
Companies”), Aeropuertos Mexicanos del Pacífico, S.A. de C.V. (the “Strategic
Partner”), as well as AENA Servicios Aeronáuticos, S.A., Sociedad Unipersonal,
Aeropuerto del Pacífico Ángeles, S.A. de C.V., Inversora del Noroeste, S.A. de
C.V. and Grupo Dragados, S.A. (the “Partners of the Strategic Partner”) and
Grupo Empresarial Ángeles, S.A. de C.V. and Inversora del Noroeste, S.A. de
C.V., as joint obligors of the obligations of the Mexican Partner set forth in
the Participation Agreement, pursuant to the following representations and
clauses:


 


REPRESENTATIONS


 


I.                             The Federal Government, through the SCT, and
through its representative represents that:


 


I.1                           On August 25, 1999, together with Nafin,
the Holding Company, the Services Company, the Concessionaire Companies, the
Strategic Partner, as well as the Partners of the Strategic Partner and Grupo
Empresarial Ángeles, S.A. de C.V., with the appearance of the Trustee and
Aeropuertos y Servicios Auxiliares (“ASA”), it entered into a Participation
Agreement (the “Participation Agreement”) in order to set forth the rights and
obligations of the Strategic Partner, the Federal Government, Nafin, the
Trustee, ASA and Grupo Aeroportuario, derived from the Bid Process and from the
selection of the Strategic Partner in the management of the Relevant Airports,
pursuant to the General Rules for the Opening to Investment in the Mexican
Airports System and in the Summons, and it intends to amend the first paragraph
of section 2.8.1, as well as Exhibit “J” of such Agreement, as
provided herein.


 


I.2                           On August 25, 1999 it appeared to enter
into a Shareholders’ Agreement (the “Shareholders’ Agreement”) entered into by
and among Nafin in its capacity as shareholder of the Holding Company under
trust number 5118-4, the Strategic Partner and the Trustee, with the 


 


1





















 


appearance of the Holding Company, in order to: (i) set
forth the rights and obligations of Nafin and the Trustee, in their capacity as
Shareholders of the Holding Company, and (ii) together with the Holding
Company, set forth the manner in which Grupo Aeroportuario shall carry out its
operations as of the date of execution of such Agreement and until the Public
Offer of no less than 85% (eighty five percent) of the corporate capital of the
Holding Company by Nafin is performed, and it intends to amend the first
paragraph of section 2.2.1, as well as section 3.1, and amend Exhibit “3”
of such Shareholders’ Agreement, as provided herein.


 


I.3                           Its representative has sufficient authority to
enter into this Agreement, pursuant to article 6, section IX of the
Internal Regulations of SCT.


 


II.                            Nafin represents, through its representative
that:


 


II.1                         On August 25, 1999 it entered into the Participation Agreement
together with the Federal Government, the Holding Company, the Services
Company, the Concessionaire Companies and the Strategic Partner, as well as the
Partners of the Strategic Partner, Grupo Empresarial Ángeles, S.A. de C.V., and
with the appearance of the Trustee and ASA, and it intends to amend the first
paragraph of section 2.8.1, as well as Exhibit “J” of such Agreement,
as provided herein.


 


II.2         On August 25, 1999 it entered, in its capacity as shareholder of
the Holding Company under trust number 5118-4, into a Shareholders’ Agreement
with the Strategic Partner and the Trustee, with the appearance of the Holding
Company and the Federal Government, and that it intends to amend the first
paragraph of section 2.2.1, section 3.1, and Exhibit “3”
thereof, as provided herein.


 


II.3         Its representative is duly authorized to enter into
this Agreement in its behalf, in terms of public deed number 68,440, dated May 29,
1997, granted before Mr. Cecilio González Márquez, notary public number
151 of the Federal District, registered before the Public Registry of Commerce
of the Federal District on July 25, 1997 under mercantile file number
1275.


 


III.                          The Holding Company represents, through its
representative that:


 


III.1                        On August 25, 1999 it entered into the Participation Agreement
together with the Federal Government, Nafin, the Services Company, the
Concessionaire Companies and the Strategic Partner, as well as the Partners of
the Strategic Partner, Grupo Empresarial Ángeles, S.A. de C.V., and with the
appearance of the Trustee and ASA, and it intends to amend the first paragraph
of section 2.8.1, as well as Exhibit “J” of such Agreement, as
provided herein.


 


III.2                        On August 25, 1999 it appeared in the execution of the Shareholders’
Agreement entered into by and among Nafin in its capacity as shareholder of the
Holding Company under trust number 5118-4, the Strategic Partner and the
Trustee, with the appearance of the Federal Government, and it intends to amend
the first paragraph of section 2.2.1, section 3.1, and Exhibit “3”
thereof, as provided herein.


 


2





















 


III.3                        On August 25, 1999 it entered into a Technical Assistance and
Transfer of Technology Agreement (the “Technical Assistance Agreement”)
together with the Services Company, the Concessionaire Companies, the Strategic
Partner and the Partners of the Strategic Partner, as well as Grupo Empresarial
Ángeles, S.A. de C.V., and it intends to amend Exhibit “2” of such
Agreement, as provided herein.


 


III.4                        Its representatives have sufficient authority to enter into this
Agreement, pursuant to public deed number 53,228, dated December 6, 1999,
granted before Mr. Luis de Angoitia Becerra, notary public number 109 of
the Federal District.


 


IV.                          The Concessionaire Companies represent, through
its representative that:


 


IV.1                        On August 25, 1999 they entered into the
Participation Agreement together with the Federal Government, Nafin, the
Holding Company, the Services Company and the Strategic Partner, as well as the
Partners of the Strategic Partner, Grupo Empresarial Ángeles, S.A. de C.V., and
with the appearance of the Trustee and ASA, and they intend to amend the first
paragraph of section 2.8.1, as well as Exhibit “J” of such
Participation Agreement, as provided herein.


 


IV.2                        On August 25, 1999 they entered into the
Technical Assistance Agreement, together with the Holding Company, the Services
Company, the Strategic Partner and the Partners of the Strategic Partner, as
well as Grupo Empresarial Ángeles, S.A. de C.V., and they intend to amend Exhibit “2”
of such Agreement, as provided herein.


 


IV.3        Its representative has sufficient authority to enter into this Agreement
in terms of the following public deeds, all of which were granted on May 28,
1999, before Mr. Luis de Angoitia Becerra, Notary Public No. 109 of
the Federal District:


 


(a)           Public
deed number 52,570, in connection with Aeropuerto de Aguascalientes, S.A. de
C.V.


 


(b)           Public
deed number 52,571, in connection with Aeropuerto del Bajío, S.A. de C.V.


 


(c)           Public
deed number 52,574, in connection with Aeropuerto de Guadalajara, S.A. de C.V.


 


(d)           Public
deed number 52,573, in connection with Aeropuerto de Hermosillo, S.A. de C.V.


 


(e)           Public
deed number 52,579, in connection with Aeropuerto de La Paz, S.A. de C.V.


 


(f)            Public
deed number 52,577, in connection with Aeropuerto de Los Mochis, S.A. de C.V.


 


3





















 


(g)           Public
deed number 52,575, in connection with Aeropuerto de Manzanillo, S.A. de C.V.


 


(h)           Public
deed number 52,576, in connection with Aeropuerto de Mexicali, S.A. de C.V.


 


(i)            Public
deed number 52,578, in connection with Aeropuerto de Morelia, S.A. de C.V.


 


(j)            Public
deed number 52,581, in connection with Aeropuerto de Puerto Vallarta, S.A. de
C.V.


 


(k)           Public
deed number 52,572, in connection with Aeropuerto de San José del Cabo, S.A. de
C.V.


 


(l)            Public
deed number 52,580, in connection with Aeropuerto de Tijuana, S.A. de C.V.


 


V.                            The Services Company represents, through its
representative that:


 


V.1                          On August 25, 1999 it entered into the
Participation Agreement together with the Federal Government, Nafin, the
Holding Company, the Concessionaire Companies and the Strategic Partner, as
well as the Partners of the Strategic Partner, Grupo Empresarial Ángeles, S.A.
de C.V., and with the appearance of the Trustee and ASA, and it intends to
amend the first paragraph of section 2.8.1, as well as Exhibit “J” of
such Agreement, as provided herein.


 


V.2                          On August 25, 1999 it entered into the
Technical Assistance Agreement, together with the Holding Company, the
Concessionaire Companies, the Strategic Partner and the Partners of the
Strategic Partner, as well as Grupo Empresarial Ángeles, S.A. de C.V., and it
intends to amend Exhibit “2” of such Agreement, as provided herein.


 


V.3                          Its legal representative has sufficient
authority to enter into this Agreement, pursuant to public deed number 52,569,
dated May 28, 1999, granted before Mr. Luis de Angoitia Becerra,
Notary Public No. 109 of the Federal District.


 


VI.                          The Strategic Partner represent, through its
representative that:


 


VI.1        On August 25, 1999 it entered into the Participation Agreement
together with the Federal Government, Nafin, the Holding Company, the Services
Company and the Concessionaire Companies, as well as the Partners of the
Strategic Partner, Grupo Empresarial Ángeles, S.A. de C.V., and with the
appearance of the Trustee and ASA, and it intends to amend the first paragraph
of section 2.8.1, as well as Exhibit “J” of such Agreement, as
provided herein.


 


VI.2        On August 25, 1999 it entered into the Shareholders’ Agreement with
Nafin in its capacity as shareholder of the Holding Company under trust number
5118-4 and the Trustee, with the appearance of the Holding Company and the
Federal Government, and it intends to 


 


4





















 


amend
the first paragraph of section 2.2.1, section 3.1, and Exhibit “3”
thereof, as provided herein.


 


VI.3        On August 25, 1999 it entered into the Technical Assistance
Agreement, together with the Holding Company, the Concessionaire Companies, the
Services Company and the Partners of the Strategic Partner, as well as Grupo
Empresarial Ángeles, S.A. de C.V., and it intends to amend Exhibit “2” of
such Agreement, as provided herein.


 


VI.4        Its legal representative has sufficient authority to enter into this
Agreement, pursuant to the powers granted to it by virtue of public deed number
75,620, dated August 18, 1999, granted before Mr. Francisco Talavera
Autrique, Notary Public No. 221 of the Federal District.


 


VII.         The Partners of the Strategic Partner, as well as Grupo Empresarial
Ángeles, S.A. de C.V. represent, through their respective representatives that:


 


VII.1      On August 25, 1999 they entered into the Participation Agreement
together with the Federal Government, Nafin, the Holding Company, the Services
Company, the Concessionaire Companies and the Strategic Partner, with the
appearance of the Trustee and ASA, and they intend to amend the first paragraph
of section 2.8.1, as well as Exhibit “J” of such Agreement, as
provided herein.


 


VII.2      On August 25, 1999 they entered into the Technical Assistance
Agreement, together with the Holding Company, the Concessionaire Companies, the
Services Company and the Strategic Partner, and they intend to amend Exhibit “2”
of such Agreement, as provided herein.


 


VII.3      Its representatives have sufficient authority to enter into this
Agreement, in terms of the following documents, and such powers have not been
limited or revoked in any manner whatsoever:


 


(a)           public
deed number 8,471, dated July 5, 1999, granted before Mr. José Luis
Villavicencio Castañeda, notary public No. 218 of the Federal District,
which evidences the power-of-attorney of the legal representative of AENA
Servicios Aeronáuticos, S.A., Sociedad Unipersonal;


 


(b)           public
deed number 75,691, dated August 18, 1999, granted before Mr. Francisco
Talavera Autrique, notary public No. 221 of the Federal District, pending
registration before the Public Registry of Commerce of the Federal District,
and which evidences the power-of-attorney of the legal representative of
Aeropueto del Pacífico Ángeles, S.A. de C.V.;


 


(c)           public
deed number 20,932, dated June 15, 1999, granted before Mrs. Ana Patricia
Bandala Tolentino, notary public No. 195 of the Federal District, which
evidences the power-of-attorney of the legal representative of Inversora del
Noroeste, S.A. de C.V.;


 


5





















 


(d)           public
deed number 8,662, dated August 11, 1999, granted before Mr. José
Luis Villavicencio Castañeda, notary public No. 218 of the Federal
District, which evidences the power-of-attorney of the legal representative of
Grupo Dragados, S.A.; and


 


(e)           public
deed number 75,435, dated July 19, 1999, granted before Mr. Joaquín
Talavera Sánchez, notary public No. 50 of the Federal District, which
evidences the power-of-attorney of the legal representative of Grupo
Empresarial Ángeles, S.A. de C.V.


 


VIII.       The Trustee represents, through its representative that:


 


VIII.1     On August 25, 1999 it appeared to the execution of the
Participation Agreement entered into by and among the Federal Government,
Nafin, the Holding Company, the Services Company, the Concessionaire Companies
and the Strategic Partner, as well as the Partners of the Strategic Partner,
Grupo Empresarial Ángeles, S.A. de C.V. and with the appearance of ASA, and it
intends to amend the first paragraph of section 2.8.1, as well as Exhibit “J”
of such Agreement, as provided herein.


 


VIII.2                     On August 25, 1999 it entered into the Shareholders’ Agreement with
Nafin in its capacity as shareholder of the Holding Company under trust number
5118-4 and the Strategic Partner, with the appearance of the Holding Company
and the Federal Government, and it intends to amend the first paragraph of section 2.2.1,
section 3.1, and Exhibit “3” thereof, as provided herein.


 


VIII.3                     Its representative is duly authorized to execute this Agreement in its
behalf, as evidenced by public deed number 32,541, dated January 14, 1997,
granted before Mr. Maximino García Cueto, notary public number 14 of the
Federal District, duly registered before the Public Registry of Commerce of the
Federal District.


 


By
virtue of the representations above, the parties to this Agreement agree the
following:


 


CLAUSES


 


FIRST.
For the purposes of this Agreement, the terms used herein shall have the
meanings ascribed to such terms in the Participation Agreement, in the
Shareholders’ Agreement and in the Technical Assistance Agreement, as the case
may be.


 


SECOND.
The Federal Government, Nafin, the Holding Company, the Services Company, the
Concessionaire Companies, the Strategic Partner, as well as the Partners of the
Strategic Partner and Grupo Empresarial Ángeles, S.A. de C.V. agree to amend
hereby the first paragraph of section 2.8.1 of the Participation Agreement
as follows:


 


“2.8.1 Board of Directors. The Strategic
Partner shall participate in the board of directors of the Holding Company by
means of the appointment of 4 (four) members thereof and 


 


6





















 


their respective alternate members, which appointment
corresponds it by virtue of its holding of Shares Series “BB” of the
Holding Company. As long as Nafin maintains a participation equal or greater
than 50% (fifty percent) in the corporate capital of the Holding Company, the
Strategic Partner, through the Trustee, shall appoint such members, complying
with the requirements set forth in the By-laws and in the Shareholders’
Agreement. Once Nafin maintains a participation of less than 50% (fifty
percent), the 4 (four) members shall be appointed by the shareholders of Series “BB”
in the shareholders meeting, pursuant to the By-laws and must comply, at least,
with the following requirements:


...”


 


Also, they agree to amend the organizational chart
attached to the Participation Agreement as Exhibit “J”, thus, as of the
date hereof, the organizational chart attached hereto as Exhibit “1” shall
take full force and effect.


 


THIRD.
Nafin, the Strategic Partner and the Trustee agree to hereby amend the first
paragraph of section 2.2.1, as well as sections 3.1 of the Shareholders’
Agreement, as follows:


 


“2.2.1 Board of Directors. Subject to the
provisions of the By-laws of the Holding Company, the Participation Agreement
and the Technical Assistance Agreement, the Board of Directors of the Holding
Company shall be conformed by no less than 9 (nine) and up to 11 (eleven)
members and their respective alternate members, as the Shareholders’ Meeting may
determine. Every shareholder or group of shareholders holding Shares
representing 10% (ten percent) of the corporate capital, shall have the right
to appoint a member and its respective alternate member. Additionally, the
series “BB” shareholders shall have the right to appoint 4 (four) members and
their respective alternate members (the “Series “BB” Members”). During the
period between the execution date of this Agreement and the Public Offer, the
parties agree that the Board of Directors of the Holding Company shall be
conformed by 11 (eleven) members, 4 (four) appointed by the shareholders of
series “BB”, 5 (five) appointed by Nafin and 2 (two) appointed by common
agreement between Nafin and the shareholders of the series “BB”. In connection
with the appointment of the directors by Nafin, such appointment shall be
performed pursuant to the instructions of the SCT in terms of the provisions of
the trust referred in representation II.2 hereof. In all events, two of such
members shall be appointed by common agreement with the Strategic Partner and
shall be persons independent from the federal public administration. In the
event Nafin and the Strategic Partner do not reach an agreement with respect to
the appointment of such 2 (two) members, such members shall be appointed by SCT
by a term of one year, and having the same characteristic of  independence from the federal public
administration.


 


“3.1 Board of Directors Meeting. The
Shareholders of the Holding Company agree to perform their best efforts to cause
that the directors appointed in terms of section 2.2.1 above meet in a
Board of Directors’ Meeting no later than within the 30 (thirty) calendar 


 


7





















 


days following their appointment (the Board of
Directors’ Meeting), in order to resolve the following items:”


 


Also, they agree to amend the organizational chart
attached the Shareholders’ Agreement as Exhibit “3”, thus, as of the date hereof,
the organizational chart attached hereto as Exhibit “1” shall take full
force and effect.


 


FOURTH. The Holding Company, the Services Company, the Concessionaire
Companies, the Strategic Partner and the Partners of the Strategic Partner, as
well as Grupo Empresarial Ángeles hereby agree to amend the organizational
chart attached to the Technical Assistance Agreement as Exhibit “2”, so as
of the date hereof the organizational chart attached hereto as Exhibit “1”
shall take full force and effect.


 


FIFTH.
The parties hereto represent that their only intention is to amend the sections
and exhibits of the Participation Agreement, the Shareholders’ Agreement and
the Technical Assistance Agreement referred to in clauses second, third and
fourth hereof, thus the rest of the terms and conditions contained in the
Participation Agreement, the Shareholders’ Agreement and the Technical
Assistance Agreement are not amended hereby in any manner whatsoever.


 


SIXTH.
The parties hereto agree that this Instrument shall be considered as an
integral part of the Participation Agreement, the Shareholders’ Agreement and
the Technical Assistance Agreement for all applicable legal purposes.


 


This
Agreement is executed on December 6, 1999 in 6 (six) counterparts, all of
which constitute one and the same document.


 


	
  Federal Government of the
  United Mexican 

  States, through the Ministry of 

  Communications and Transports

  	
   

  	
  Nacional
  Financiera, S.N.C., Dirección 

  Fiduciaria, as trustee under trust No.

  5118-4

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Aarón Dychter Poltolarek

  	
   

  	
  By: Antonio Cárdenas Arroyo

  
					



 


Grupo Aeroportuario del Pacífico,


S.A. de C.V.


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Olegario Vázquez Aldir

  	
   

  	
  By: Jorge Lanz de la Isla

  
	
   

  	
   

  	
   

  
	
  Servicios Aeroportuarios del
  Pacífico, S.A. de

  	
   

  	
  Aeropuerto de
  Aguascalientes, S.A. de C.V.

  
	
  C.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: Jorge Lanz de la Isla

  
	
  By: Jorge Lanz de la Isla

  	
   

  	
   

  



 


8





















 


	
  Aeropuerto del Bajío,

  	
   

  	
  Aeropuerto de Guadalajara,

  
	
  S.A. de C.V.

  	
   

  	
  S.A. de C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jorge Lanz de la Isla

  	
   

  	
  By: Jorge Lanz de la Isla

  
	
   

  	
   

  	
   

  
	
  Aeropuerto de Hermosillo,

  	
   

  	
  Aeropuerto de La Paz,

  
	
  S.A. de C.V.

  	
   

  	
  S.A. de C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jorge Lanz de la Isla

  	
   

  	
  By: Jorge Lanz de la Isla

  
	
   

  	
   

  	
   

  
	
  Aeropuerto de Los Mochis,

  S.A. de C.V.

  	
   

  	
  Aeropuerto de Manzanillo,

  S.A. de C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jorge Lanz de la Isla

  	
   

  	
  By: Jorge Lanz de la Isla

  
	
   

  	
   

  	
   

  
	
  Aeropuerto de Mexicali,

  S.A. de C.V.

  	
   

  	
  Aeropuerto de Morelia,

  S.A. de C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jorge Lanz de la Isla

  	
   

  	
  By: Jorge Lanz de la Isla

  
	
   

  	
   

  	
   

  
	
  Aeropuerto de Puerto Vallarta,

  S.A. de C.V.

  	
   

  	
  Aeropuerto de San José del
  Cabo, S.A. de C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jorge Lanz de la Isla

  	
   

  	
  By: Jorge Lanz de la Isla

  
	
   

  	
   

  	
   

  
	
  Aeropuerto de Tijuana,

  S.A. de C.V.

  	
   

  	
  Aeropuertos Mexicanos del
  Pacífico, S.A. de 

  C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jorge Lanz de la Isla

  	
   

  	
  By: Jaime de la Rosa Montes

  
	
   

  	
   

  	
   

  
	
  Aena Servicios Aeronáuticos, S.A., Sociedad 

  	
   

  	
  Aeropuerto del Pacífico Ángeles, S.A. de C.V.

  
	
  Unipersonal

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: Olegario Vázquez Aldir

  
	
  By: Olegario Vázquez Aldir

  	
   

  	
   

  
										



 


9





















 


	
  Inversora del Noroeste,

  S.A. de C.V.

  	
   

  	
  Grupo Dragados, S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jaime de la Rosa Montes

  	
   

  	
  By: Olegario Vázquez Aldir

  
	
   

  	
   

  	
   

  
	
  Grupo Empresarial Ángeles,

  S.A. de C.V.

  	
   

  	
  Banco Nacional de Comercio
  Exterior, S.N.C.

  División Fiduciaria

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: Mr. Carlos Flores Salinas

  
	
  By: Olegario Vázquez Aldir

  	
   

  	
   

  
						



 


10