Exhibit 10.3


 


TRANSLATION


 


 


 


TECHNICAL ASSISTANCE AND TRANSFER OF TECHNOLOGY
AGREEMENT


 


TECHNICAL
ASSISTANCE AND TRANSFER OF TECHNOLOGY AGREEMENT EXECUTED ON AUGUST 25,
1999, BY AND BETWEEN 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. Y AEROPUERTO DE TIJUANA,
S.A. DE C.V. (HEREINAFTER JOINTLY REFERRED TO AS THE “CONCESSION COMPANIES”),
ON THE ONE HAND AND ON THE OTHER AEROPUERTOS MEXICANOS DEL PACIFICO, S.A. DE
C.V. (HEREINAFTER THE “STRATEGIC PARTNER”) AND AENA SERVICIOS AERONAUTICOS,
S.A., SOCIEDAD UNIPERSONAL, AEROPUERTO DEL PACIFICO ANGELES, S.A. DE C.V.,
INVERSORA DEL NOROESTE, S.A. DE C.V. AND GRUPO DRAGADOS, S.A. (THE “PARTNERS OF
THE STRATEGIC PARTNER”), AS OBLIGORS OF THE OBLIGATIONS IN TERMS OF SECTION 1.2
OF THIS AGREEMENT AND GRUPO EMPRESARIAL ANGELES, S.A. DE C.V., AS JOINT
OBLIGORS OF THE OBLIGATIONS OF THE MEXICAN PARTNER UNDER THIS AGREEMENT,
PURSUANT TO THE FOLLOWING DEFINITIONS, STATEMENTS AND CLAUSES.


 


DEFINITIONS


 


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


 


	
  Administration
  of the Assigned Airports

  	
   

  	
  has the meaning
  set forth in Section 2.2.1 of this Agreement

  



 


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  Technical
  Assistance

  	
   

  	
  the training and
  assistance on the administration of the Assigned Airports to be rendered by
  the Strategic Partner in favor of the Service Company and the Concession
  Companies, necessary for the proper operation, management and planning of the
  Assigned Airports, and which requirements are set forth in Exhibit “1”
  to this Agreement.

  
	
   

  	
   

  	
   

  
	
  Notice of
  Default

  	
   

  	
  the notice which
  the Service Company shall send to the Strategic Partner and the Key Partners
  under Section 12.2, upon the occurrence of an Event of Default.

  
	
   

  	
   

  	
   

  
	
  Notice of
  Rendering of Included Services

  	
   

  	
  the notice that
  the Strategic Partner shall send to the Service Company in connection with
  the rendering of the Included Consultancy Services.

  
	
   

  	
   

  	
   

  
	
  Notice of
  Termination

  	
   

  	
  a notice sent by
  the Service Company to the Strategic Partner and the Key Partners which shall
  terminate this Agreement, as provided for in Section 12.4.

  
	
   

  	
   

  	
   

  
	
  Event of Default

  	
   

  	
  has the meaning
  set forth in Section 12 below.

  
	
   

  	
   

  	
   

  
	
  Acquisitions and
  Agreements Committee

  	
   

  	
  the committee of
  acquisitions and agreements of the Holding Company as contemplated under the
  By-laws of the Holding Company and which shall have, among other
  responsibilities, the obligation to authorize any transaction of acquisition
  of assets or services, contracting of works, or sale of assets of the Airport
  Group.

  
	
   

  	
   

  	
   

  
	
  Auditing
  Committee

  	
   

  	
  the auditing
  committee of the Holding Company as contemplated under the By-laws of the
  Holding Company and which shall have, among other responsibilities, the
  obligation of monitoring compliance by the board of directors and the
  officers of the provisions contained in the By-laws of the Holding Company
  and the applicable legal provisions.

  



 


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  Technical
  Knowledge

  	
   

  	
  any technical
  knowledge, inventions protected under any patent or without such protection,
  industrial secrets, procedures, investigations, methods or expertise and
  information related to the rendering of airport and commercial services and
  business management upon which the Strategic Partner or the Partners of the
  Strategic Partner have the authority to use and that are necessary for the
  proper operation, management and planning of the Assigned Airports, in order
  to implement solutions (development and adjustment of administrative and
  operational procedures, preparation of manuals and personnel training in any
  aspect related to the operation, management and planning of the Assigned
  Airports), including:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     business policies, strategies and plans

  •     operation systems 

  •     financial control systems

  •     commercialization and marketing systems

  •     non-aeronautical activities

  •     strategic planning

  •     financial projections 

  •     air traffic forecasts (including cargo) 

  •     required investment projections 

  •     preparation and performance of the Master
  Development Program 

  •     training 

  •     quality control 

  •     computer systems 

  •     safety procedures. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The term
  Technical Knowledge includes the ownership right of any information delivered
  to the Airport Group and its subsidiaries pursuant to this Agreement. All
  initial and minimum obligations shall be reflected in Exhibit “1” to
  this Agreement.  

  
	
   

  	
   

  	
   

  
	
  Agreement

  	
   

  	
  This Technical
  Assistance and Transfer of Technology Agreement.  

  
	
   

  	
   

  	
   

  
	
  Administrative
  Services Rendering Agreement

  	
   

  	
  The
  Administrative Services Rendering Agreement executed on August 25, 1999,
  by and between the Service Company and the Concession Companies which binds
  the Service Company to render administrative services to the Concession
  Companies, and which is attached hereto as Exhibit “4”.  

  



 


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  Auditing
  Committee Delegate

  	
   

  	
  means the member
  of the Auditing Committee in charge of monitoring compliance with this Agreement
  as provided for in the provisions of the By-laws of the Holding Company.  

  
	
   

  	
   

  	
   

  
	
  Force Majeure

  	
   

  	
  has the meaning
  set forth in Section 14. hereof. 
  

  
	
   

  	
   

  	
   

  
	
  Technical
  Information

  	
   

  	
  (i) any
  information in any form that AENA Servicios Aeronáuticos, S.A., Sociedad
  Unipersonal has developed and used in the operation and development of the
  airports located in the cities listed in Exhibit”5” of this Agreement, by
  itself, through its subsidiaries and affiliates or through any third parties,
  which it is entitled to use and dispose of; and (ii) any improvements to
  any information referred to in paragraph (i) above. The initial
  Technical Information shall be that information required to comply with
  Exhibit “1” of this Agreement.

  
	
   

  	
   

  	
   

  
	
  Improvements

  	
   

  	
  has the meaning
  set forth in Section 4.3 of this Agreement.  

  
	
   

  	
   

  	
   

  
	
  Business Plan

  	
   

  	
  the plan to be
  adopted during the last 4 (four) months of each year by each Assigned Airport
  for its Operation during the next year in order to comply with the Master
  Development Program and which includes: (i) the marketing plans,
  financial arrangements, capital investments and expenses and activities for
  the Assigned Airport in question for such year; (ii) a sufficiently
  detailed budget of the estimated income of the corresponding Assigned Airport
  and the expenses and investments to be incurred in the implementation of the
  Master Development Program; and (iii) a financial administration plan,
  including any agreements for debt financing. 
  

  
	
   

  	
   

  	
   

  
	
  Master
  Development Program

  	
   

  	
  is the program
  referred to in article 38 of the Airport Law and the Shareholders
  Agreement.  

  
	
   

  	
   

  	
   

  
	
  Additional
  Services

  	
   

  	
  has the meaning
  set forth in Section 2.6 hereof. 
  

  
	
   

  	
   

  	
   

  
	
  Emergency
  Services

  	
   

  	
  has the meaning
  set forth in Section 2.8 hereof. 
  

  
	
   

  	
   

  	
   

  
	
  Consultancy
  Services

  	
   

  	
  are the services
  referred to in Section 2.2.1 hereof.  

  
	
   

  	
   

  	
   

  
	
  Services in the
  Assigned Airports

  	
   

  	
  are the services
  referred to in Article 48 of the Airport Law that each Concession Holder
  shall render itself or through third parties in each of the Assigned Airports.

  



 


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  Required
  Included Services

  	
   

  	
  means such
  Included Consultancy Services that the Service Company may require to be
  rendered to it by the Strategic Partner pursuant to an Included Services
  Request.  

  
	
   

  	
   

  	
   

  
	
  Included
  Services Request

  	
   

  	
  the request that
  the Airport Group, through the Auditing Committee Delegate, shall send to the
  Strategic Partner in connection with the rendering of Consultancy Services.

  



 


STATEMENTS


 


I.                                         The
Airport Group states through the respective representatives of the entities
that constitute it that:


 


I.1                                   On
this date, they have executed the Participation Agreement with the Federal
Government, the Strategic Partner and the Partners of the Strategic Partner, as
well as with other parties.


 


I.2                                   The
Airport Group is constituted, as from the date of this Agreement, in the
following manner:


 


(i)                                     The
Strategic Partner directly and through the Trustee holds 15% (fifteen percent)
of the shares representing the capital stock of the Holding Company; Nacional
Financiera, S.N.C., Trust  Division,
holds shares that represent 85% (eighty-five percent) of the capital stock of
the Holding Company; and


 


(ii)                                  The
Holding Company holds 100% of the shares (except for one share) that represent
the capital stock of the Service Company and 100% (except for one share) of the
shares that represent the capital stock of the Concession Companies.


 


I.3.                                They
wish to execute this Agreement in order for the Strategic Partner to
participate in the administration of the Assigned Airports by contributing
Technical Assistance, Technical Information and Technical Knowledge in order to
improve their operation and increase the productivity thereof.


 


II.                                     The
Strategic Partner and the Partners of the Strategic Partner state through their
respective representatives that:


 


II.1                               They
have executed the Participation Agreement on this date.


 


II.2                               Through
the Key Partners, they have sufficient legal, technical, administrative and
financial capacity to render the advisory and Technical Assistance services and
to provide the Technical Information and Technical Knowledge referred to in
this Agreement and they wish to execute the same in exchange for consideration.


 


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Based on the above statements, the parties to this
Agreement bind themselves to the following


 


CLAUSES


 


1.             Purpose of the Agreement.


 


1.1           The purpose of this Agreement is to
set forth the rights and obligations of the Strategic Partner with respect to
its participation in the administration of the Assigned Airports and the
Airport Group as a whole, through the granting of Technical Assistance and
transfer of Technical Information and Technical Knowledge by the Strategic
Partner for the administration of the Assigned Airports.


 


1.2           The Key Partners shall be joint
obligors of the obligations of the Strategic Partner referred to in Sections
2.2, 3.2, 9.1 and 9.3 below and the Investing Partners will have the direct
obligation referred to in Section 2.2.1.3  below. 
Likewise, Grupo Empresarial Angeles, S.A. de C.V. assumes jointly the
obligations of the Mexican Partner under this Agreement.


 


2.             Included Services.


 


The
Strategic Partner shall render the following services to the Airport Group as a
whole and to each of the Concession Companies:


 


2.1           Participation in the
Administration. The Strategic Partner shall be obliged to assign to the
Airport Group persons who meet the characteristics referred to below, so that
they constitute the administration of such Airport Group, provided that such
persons shall be hired by the Service Company as employees thereof once any
labor relation has ended (provided that the Service Company may exempt the
Strategic Partner from this last requirement). For the above purposes, the
members of the Board of Directors of the Holding Company appointed by the
Strategic Partner shall be entitled to appoint, within 10 (ten) calendar days
following the date on which the Strategic Partner receives from the Federal
Government the second Package of Shares as contemplated by the terms of Section 2.5
of the Stock Purchase Agreement, one half of the persons in the first level of
administration reporting to the General Director, pursuant to the
administrative organizational chart attached hereto as Exhibit “2”, who
must have the following characteristics, provided that the Airport Group,
through the Auditing Committee Delegate, may waive any such requirements:


 


2.1.1 General
Director:


 


(i)            Experience in administration.
He must have a minimum of 5 (five) years experience in any managerial position
in companies engaged in the operation and exploitation of trade activities;


 


(ii)           Language. He must speak both
English and Spanish;


 


(iii)                               Studies . He must
have completed professional studies that allow him to perform his position efficiently;


 


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(iv)                              He
must comply with the requirements set forth in article 22 of the Airports
Law; and


 


(v)                                 No
conflict of interest. He must not have any relationship as a provider of
services, work or assets to the Airport Group or any other company that
constitutes the Mexican Airport System, either in his individual capacity or
through any other Related Person, or be a member of the Board of Directors or
of any intermediate body of any Person who has a conflict of interest.


 


2.1.2                        Senior Position in Charge of
the Area of Technical Operations.


 


(i)                                     Experience
in the operation of airports. He must have a minimum of 3 (three) years
experience in a similar position;


 


(ii)                                  Language.
He must speak both English and Spanish;


 


(iii)                               Studies. He must
possess the technical qualifications required for the efficient performance of
such position;


 


(iv)                              He
must meet the requirements set forth in article 22 of the Airports Law;
and


 


(v)                                 No
conflict of interest. He must not have any relationship as a provider of
services, work, or assets to the Airport Group or any other company that
constitutes the Mexican Airport System, either in his individual capacity or
through any other Related Person, or be a member of the Board of Directors or
of any intermediate body of any Person who has a conflict of interest.


 


2.1.3                        Senior Position in Charge of
the Commercial Area.


 


(i)                                     Experience
in administration of airports. He must have a minimum of 3 (three) years
experience in a similar position in the development and operation of commercial
real estate, as well as proven administrative skills and experience;


 


(ii)                                  Studies.
He must meet the qualifications required for the efficient performance of such
position;


 


(iii)                               He must meet the requirements
set forth in article 22 of the Airports Law; and


 


(iv)                              No
conflict of interest. He must not have any relationship as a provider of
services, work or assets to the Airport Group or any other company that
constitutes the Mexican Airport System, either in his individual capacity or
through any Related Person, or be a member of the Board of Directors or of any
intermediate body of any Person who has a conflict of interest.


 


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2.1.4                        Senior Position in Charge of
Administration and Finance.


 


(i)                                     Experience
in administration of airports. He must have a minimum of 5 (five) years
experience in a chief financial position and proven skills in accounting or
business management.


 


(ii)                                  Language.
He must speak both English and Spanish;


 


(iii)                               Studies. He must
possess professional studies that allow him to efficiently perform such
position;


 


(iv)                              He
must meet the requirements set forth in article 22 of the Airports Law;
and


 


(v)                                 No
conflict of interest. He must not have any relationship as a provider of
services, work or assets to the Airport Group or any other company that
constitutes the Mexican Airport System, either in his individual capacity or
through any Related Person, or be a member of the Board of Directors or of any
intermediate body of any Person who has a conflict of interest.


 


For purposes of the requirements on Sections 2.1.1
to 2.1.4 below, the existing labor relationship between the appointed
officers and the Strategic Partner or the Partners of the Strategic Partner
shall not be considered a conflict of interest.


 


2.2           Technical
Assistance and Transfer of Technology.


 


2.2.1 Services
concerning the Operation in General. The Airport Group, through the Service
Company, shall be bound, based on the Administrative Services Rendering
Agreement, to supervise, direct and control the operations of the Assigned
Airports, as well as to administrate, maintain and promote the services
rendered at each of such Assigned Airports, by itself or through third parties
(the “Administration of the Assigned Airports”) and the Strategic Partner binds
itself to provide the necessary Technical Assistance and Technical Information
to the Airport Group, through the Service Company, in order to carry out such
activity upon the terms of this Agreement. Exhibit  “3” contains the
program that the Strategic Partner shall implement to provide Technical
Assistance, Technical Knowledge and Technical Information pursuant to its
technical offer submitted during the Bidding Process.


 


Neither
the Strategic Partner nor the Key Partners shall provide or shall cause any of
their Related Persons to provide services of the same nature or of a
substitutable nature with respect to the Included Consultancy Services provided
for in this Agreement to any airport group other than the Airport Group within
the United Mexican States, except for the Mexico City Air Group.


 










(1) Only the offices appointed by the Participant in his technical
offer shall be included. 


 


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The
Consultancy Services that must be rendered to comply with Exhibit “1”
hereto are Included Consultancy Services, as well as any other services to be
provided, as the case may be, by the Strategic Partner to the Assigned Airports
in accordance with the provisions of Section 2.6 below and which
shall be subject to the following:


 


2.2.1.1
Consultancy Services. The Strategic Partner shall render the Airport
Group the Included Consultancy Services in the following manner:


 


 


(i) consultancy
and assistance in order for the Assigned Airports to be managed and operated
pursuant to the Technical Knowledge;


 


(ii) consultancy
and assistance in connection with the application of the Technical Knowledge in
the Assigned Airports, in order to comply with the applicable legislation,
regulations, Mexican official standards and any other requirements of the
competent authorities in the United Mexican States; and


 


(iii) consultancy
and assistance in connection with the adaptation of the Technical Knowledge to
each Assigned Airport.


 


2.2.1.2
Included Consultancy Services. The Included Consultancy Services consist
of consultancy and assistance in connection with the operational methods and
systems that constitute the Technical Knowledge developed to implement, enhance
or improve the following services which shall be rendered by the Strategic
Partner according to the implementation program of the requirements described
in Exhibit “1”, which is attached as Exhibit “3” of this Agreement:


 


(i) air
traffic forecast;


 


(ii) operation
capacity improvements;


 


(iii) safety;


 


(iv) environmental
aspects;


 


(v) planning
and technical services;


 


(vi) rates:
The Strategic Partner shall provide the Service Company the Technical
Information and Assistance necessary to implement its strategy of application
of rates for the rendering of each of the Airport Services offered to each of
the Assigned Airports, including the rates applicable to complementary and
commercial service providers within each Assigned Airport, information that
must be consistent with the practices followed in the class of international
airports referred to in the Concessions.


 


(vii) control
systems: the Strategic Partner shall provide to the Service Company such
Technical Information and Assistance as may be required to establish the
accounting, financing, administration and business control systems that may be
required to perform the Administration of the Assigned Airports, which must be
consistent with those used in the class of international


 


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airports referred to in the Concessions. As the case may be, the
Strategic Partner, upon request of the Airport Group, through the Auditing
Committee Delegate, shall grant to it the licenses or sublicenses owned by it
at no additional cost with respect to the necessary software to use such
systems, whenever the use thereof is essential pursuant to the transferred
technology and the same may not be acquired from a supplier other than the
Strategic Partner, the Key Partners or any Person Related thereto, or, the
Strategic Partner shall develop a software suitable for its use by the Service
Company. In the event that such software licenses are available in the market,
or there are two or more suppliers other than the Strategic Partner, the Key
Partners or Persons Related thereto, such licenses shall be deemed as
Additional Services.


 


Likewise,
the Strategic Partner undertakes to deliver to the Airport Group, through the
Service Company, any improvement, change or development in the provided Technical
Information.


 


(viii) maintenance:
The Strategic Partner shall provide to the Service Company any airport
maintenance and operation manuals necessary in order to improve the
Administration of the Assigned Airports. Likewise, the Strategic Partner shall
provide the Airport Group such advisory and Technical Assistance as may be
necessary to perform such maintenance and to comply with the obligations set
forth in the concession titles granted to the Concession Companies for the
exploitation, administration, operation and, as the case may be, construction
of the Assigned Airports. The Technical Assistance shall be provided with
personnel duly qualified in the aspects which are required.


 


(ix) manuals:
The Strategic Partner shall provide to the Service Company the Technical
Assistance and Technical Information required for the preparation of, among
others, operation, maintenance, safety and internal surveillance manuals.


 


(x) labor
policies: The Strategic Partner shall provide to the Service Company such
Technical Information that may be necessary to adopt the personnel hiring and
performance policies applicable to the Airport Group in accordance with the
standards used in the class of international airports referred to in the
Concessions.


 


Such
policies shall include, at a minimum, objective criteria with respect to the
selection, supervision, training, compensation, standards of discipline and
delegation of authorities to the non-unionized and unionized personnel required
to perform the Administration of the Assigned Airports.


 


(xi) training:
The Strategic Partner shall provide such Technical Assistance and Information
that may be required, by itself or through third parties authorized by the
Auditing Committee Delegate, for the preparation and implementation of training
programs, including budgets, design of the contents of the training courses,
selection of instructors and monitoring of effectiveness. Notwithstanding the
above, at any time during the term of this Agreement, the Airport Group,
through the Auditing Committee Delegate, may request from the Strategic Partner
that itself or one of the Key Partners perform the training of the employees of
the Airport Group in order to transfer them the necessary Technical Knowledge
for the Administration of the Assigned Airports in accordance with the
standards for the class of international airports referred to in the
Concessions.


 


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Such
training shall be carried out in the airport facilities where the above mentioned
employees work or, as the case may be, in the facilities of the Key Partners if
it is so agreed upon by the Strategic Partner.


 


(xii) Master
Development Program: Every 5 (five) years, the Airport Group must file with
the SCT, for each Assigned Airport, the reviews corresponding to its original
Master Development Program under article 38 of the Airports Law;
therefore, the Strategic Partner binds itself to provide such Technical
Assistance as may be necessary and to provide such training as may be required
of the personnel of the Service Company for the preparation of such Master
Development Program. In order to prepare the above mentioned Master Program,
the Strategic Partner shall provide such Technical Information and financial,
feasibility and economic research as may be necessary.


 


(xiii)
Miscellaneous: The Strategic Partner shall provide such Assistance and
Technical Information as may be required in connection with the administration
of the property and projects of the Assigned Airports, as well as the
development of the Assigned Airports and the management of risks therein, and
the contracting of insurance and the performance of audits and review of the
Administration of the Assigned Airports; and


 


(xiv) Administrative
Services Rendering Agreement: The Strategic Partner states that it is aware
of the terms of the Administrative Services Rendering Agreement executed by the
Service Company with each of the Concession Companies for the administration
thereof. The Strategic Partner binds itself to render such Technical Advisory
services as may be necessary for the compliance with the obligations of the
Service Company under such Administrative Services Rendering Agreement, upon
request of the Airport group through the Auditing Committee Delegate.


 


2.2.1.3
Excluded Services. The Strategic Partner, the Partners of the Strategic
Partner and the Related Persons of both, agree to be subject to the following rules of
participation in the rendering of the following Services in the Assigned
Airports:


 


(i) Airport
Services. They may not participate in the rendering of Airport Services in
the event of a conflict of interest with the Airport Group.  For purposes of this section, it is agreed
that the Strategic Partner, Partners of the Strategic Partner and Related Persons
to both, are free of any conflict of interest when having rendered Airport
Services previous to the publication of the Public Call and when the gross
income resulting from rendering such Airport Services do not exceed, in the
respective year, 10% (ten percent) of the total gross income that the
respective Assigned Airport receives in connection with rendering Airport
Services.


 


(ii) Complementary
Services. They may participate but they may not, in any case, compete with
the Holding Company or the Concession Companies in the rendering of such
Complementary Services;


 


(iii) Commercial
Services. They may participate through bidding, but they may in no event
render Commercial Services in the same line of business as the Holding Company
or the Concession Companies in a determined Assigned Airport; and


 


(iv) Construction
and Supply. The Strategic Partners or the Partners of the Strategic Partner
may only participate in activities of construction or supply in the Assigned
Airports whenever the


 


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respective agreements are awarded through a bidding process where at
least 3 (three) contractors participate (the “Third Parties”) in addition to
the Strategic Partner or any of the Partners of the Strategic Partner or Related
Persons thereto, as the case may be. In such case, the Auditing Committee
Delegate shall carry out the supervision and audit of the works performed for
that purpose through an independent work supervising company of international
recognition. In the event that in the bid by the Strategic Partners or the Key
Partners, as the case may be, is equal as to price, quality and opportunity,
the agreement shall be awarded to a Third Party. The Acquisitions and
Agreements Committee shall set forth the standards to which the bidding
processes shall be subject.


 


2.3           Rendering of Technical Assistance
Services. The Strategic Partner and the Partners of the Strategic Partner
shall carry out such acts that may be necessary in order for the Administration
of the Assigned Airports to comply, within a five-year period commencing January 1,
2000, with the quality, safety, opportunity and price standards set forth in
each of the Concessions, consequently:


 


2.3.1 Technical
Assistance in the Facilities of the Assigned Airports: The Strategic
Partner and/or the Key Partners shall assign qualified persons to render those
services referred to in Section 2.2.1.2 above, as requested by the
Airport Group, through the Auditing Committee Delegate, at the airport
facilities of the Assigned Airports as designated by the Service Company for
the purpose of rendering any Technical Assistance required under this
Agreement. The number of the available personnel and the characteristics and
responsibilities thereof shall be determined by mutual agreement in each case
by the parties, and in failure to reach such agreement, the Strategic Partner
shall freely determine it and shall be held responsible for any event or
accident originating from the Administration of the Assigned Airports, whenever
such events or accidents arise from defaults of the personnel engaged in the
requested Technical Assistance.


 


2.3.2 Visits
to the Facilities of the Strategic Partner and of the Key Partners. In
addition to the training obligations set forth in Section 2.2.1.2
above, the Airport Group shall be entitled to have, at its cost, any of its
officers visit and review, at least once a year, the airport facilities of the
Key Partners where the Airport Services are rendered by such Key Partners for
the purpose of receiving training. Such visits shall be for such period and at
such time as agreed upon in each case by the Airport Group and the Strategic
Partner.


 


2.4           Technical Information and
Technical Knowledge. As soon as possible as from the date on which the
Strategic Partner receives from the Federal Government the second Share Package
upon the terms of Section 2.5 of the Stock Purchase Agreement, according
to the work program that the Strategic Partner and the Airport Group may agree
upon for that purpose through the Auditing Committee Delegate, the Strategic
Partner, by itself or through the Key Partners, shall provide to the Airport
Group all the Technical Information and any Technical Knowledge that may be
necessary for the operation of the Assigned Airports. For that purpose, the
Strategic Partner shall deliver to the Service Company, after the execution of
a confidentiality agreement with the Airport Group, copies of any drawings or
industrial designs, descriptions, operation manuals, quality control manuals and
any other documents that evidence Technical Information and Technical
Knowledge. Likewise, the Strategic Partner and/or the Partners of the Strategic
Partner bind themselves to update such information as soon as the same is
amended or improved.


 


2.5           Request for the Rendering of
Included Consultancy Services. The Strategic Partner shall be bound to
render the Included Consultancy Services without the Airport Group requiring
the


 


12





















 


same. Notwithstanding the above, the Airport Group, through the
Auditing Committee Delegate, may request from the Strategic Partner the
rendering of any specific services contemplated in Section 2.2.1.2
by sending to the Strategic Partner a service request (the “Included Services
Request”), specifying in reasonable detail the nature and amount of the
required Included Consultancy Services (the “Required Included Services”) and
the time and place in which the corresponding Assigned Airport requires the
Included Consultancy Services. Additionally, in the event that the Strategic
Partner does not render any of the services referred to in Section 2.2.1.2
above, the Airport Group, through the Auditing Committee Delegate, may send an
Included Services Request, so that the Strategic Partner renders them as
indicated in such Included Services Request.


 


2.5.1 Rendering
of the Included Consultancy Services. The Strategic Partner must provide
the Included Consultancy Services upon such terms and conditions as specified
in the Included Services Request presented pursuant to this Agreement,
therefore, within 5 (five) business days following the date on which the
Strategic Partner receives an Included Services Request by the Airport Group
through the Auditing Committee Delegate, the Strategic Partner must send a
notice to such Service Company (the “Notice of Rendering of Included Services”)
that specifies that the Strategic Partner binds itself to render the Required
Included Services pursuant to the Included Services Request.


 


2.6 Additional
Services. If any of the Assigned Airports requires Consultancy Services
which are not identical to or substitutable with any of the Included
Consultancy Services (the “Additional Services”), the Acquisitions and
Agreements Committee shall call both the Strategic Partner and third parties to
a bidding process for the rendering of the Additional Services, for which
purpose it must specify in reasonable detail, the nature and amount of the
required Additional Services, and the time and place at which the corresponding
Assigned Airport requires the Additional Services.


 


The
Acquisitions and Agreements Committee shall award the rendering of the
Additional Services to whomever offers the best price, quality and timing
conditions for the Airport Group.


 


The
participation of the Strategic Partner, the Key Partners and the Related
Persons of both in the rendering of services other than the Services in the
Assigned Airports, and the contracting of works and acquisitions in favor of
the Concession Companies shall at all times be subject to a bidding process for
the respective contract, upon the terms set forth by the Acquisitions and
Agreements Committee.


 


2.7           Determination of the Services as
Consultancy Services. In the event that there is uncertainty in connection
with the fact that any service is of identical or substitutable nature with
respect to any of the Consultancy Services, such uncertainty shall be resolved
by determination of an expert in the matter appointed by the General Bureau of
Civil Aeronautics of SCT.


 


2.8           Emergency Services. In the
event that any emergency arises in any of the Assigned Airports, the Auditing
Committee Delegate may request from the Strategic Partner the rendering of any
of the Consultancy Services or of Additional Services, in a term of less than
15 (fifteen) calendar days (the “Emergency Services”), which term may be
extended in situations calling for the same. In all events, the cost of such
Emergency Services shall be set forth by mutual agreement


 


13





















 


between the parties, and the previous bidding process referred to in Section 2.6
above shall not be required.


 


2.9           Reports. The Strategic Partner
agrees to provide to the Airport Group, through the Service Company, a monthly
report in connection with the rendering of the Consultancy Services.


 


2.10         In the rendering of the services
referred to in this Agreement each Airport shall seek to comply every year with
the operation parameters set forth in the Concessions as to the number of
performed operations, number of passengers and number of commercial premises.


 


3.             Representations and Warranties.


 


3.1           Representations of the Strategic
Partner. The Strategic Partner hereby represents and undertakes that:


 


(i)            It is entitled, and during the term
of this Agreement it shall be entitled, to use the Technical Knowledge for the
purpose of rendering the Consultancy Services;


 


(ii)           It has not executed, and during the
term of this Agreement it shall not execute, any agreement restricting its
right to use the Technical Knowledge for the purpose of rendering the
Consultancy Services; and


 


(iii)          It is aware of the contents of the
Administrative Services Rendering Agreement executed by and between the Service
Company and the Concession Companies for the operation of the Assigned Airports
and shall comply in the rendering of the Services with its obligations
thereunder.


 


3.2           Warranties of the Strategic
Partner. The Strategic Partner hereby warrants to and binds itself with the
Airport Group that:


 


3.2.1
The Consultancy Services shall be rendered in a proper and efficient manner
pursuant to internationally recognized practices and with a care and diligence
standard consistent with its international airport operations, in order for the
Assigned Airports to be duly operated;


 


3.2.2
Pursuant to the provisions of Section 2.2.1.2 (xiv), it shall
render to the Service Company such Consultancy Services as may be required from
it for the Service Company to comply with its obligations contained in the
Administrative Services Rendering Agreement;


 


3.2.3
The Consultancy Services shall be rendered consistently with all the applicable
laws and regulations, safety procedures and environmental protection
regulations and in accordance with the obligations of the Concession Companies
contained in the respective Concession Titles; and


 


3.2.4
It shall make available to the Assigned Airports personnel with sufficient
capacity and experience to comply with the obligations of the Strategic Partner
under this Agreement.


 


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3.3           Representations and Warranties of
the Service Company . The Service Company and the Concession Companies
hereby represent and warrant that:


 


3.3.1
They shall use and implement such Technical Assistance, Technical Information
and Technical Knowledge as may be provided by the Strategic Partner under this
Agreement, solely for the purpose of operating and managing the Assigned
Airports in a proper and efficient manner pursuant to internationally
recognized practices, in a manner consistent with all the applicable laws and
regulations, safety procedures and environmental protection regulations and
pursuant to the obligations of the Concession Companies contained in their
respective Concession titles. In the event that any Assigned Airport is
operated pursuant to the consultancy received from the Strategic Partner, for
the purpose of this Section 3.3.1 such operation and management
shall be deemed, unless notice to the contrary is given by the Strategic
Partner, as consistent with the applicable laws and regulations, airport safety
procedures and environmental protection regulations;


 


3.3.2
They shall take any action that is reasonably necessary to make sure that their
obligations and those of the Concession Companies mentioned in the above
paragraph are complied with;


 


3.3.3
They have sufficient financial resources to comply with the obligations
referred to in the above two paragraphs; and


 


3.3.4
They shall provide to the Strategic Partner any information as may be necessary
for it to render the Consultancy Services and for it to determine the
requirements of the Assigned Airports with respect to the Consultancy Services,
including, without limitation, details of the forecasted number of passengers,
budget planning, use of premises, administration and management of financial
information, and in the event that such information is available in electronic
format, it shall provide electronic access to the Strategic Partner.


 


4.             License of Technical Information
and Knowledge.


 


4.1           Exclusive Contracting of the
Strategic Partner. Except as otherwise provided for in Section 2.
above, the Service Company shall not directly or indirectly hire any person
other than the Strategic Partner to render services of identical or
substitutable nature to those of the Included Consultancy Services in
connection with the Administration of the Assigned Airports without the prior
written consent of the Strategic Partner.


 


4.2           License of Technical Information
and Knowledge. The Strategic Partner grants to the Service Company an
exclusive license in the United Mexican States to use the Technical Information
and Technical Knowledge in connection with the Administration of the Assigned
Airports during the term of validity of this Agreement.  Notwithstanding the foregoing, with
authorization from the Service Company, the Strategic Partner may also grant a
license to a subsidiary or a Key Partner to utilize, within the national
territory, completely or partially the Technical Information and/or the
Technical Knowledge. Upon the termination of this Agreement, the Strategic
Partner shall grant the Service Company an undefined, exclusive license with
respect to the Technical Information and Technical Knowledge that would have
been provided by the Strategic Partner during the term of this Agreement.


 


15





















 


4.3           Improvements.


 


4.3.1
The Strategic Partner shall inform the Service Company as soon as possible, but
no later than within 10 (ten) days, of any Improvement that may be developed in
connection with the Technical Information and/or Technical Knowledge, including
any products, inventions, procedures, systems, appliances or equipment used for
the purposes of this Agreement, which shall be incorporated into the license
granted under Section 4.2 of this Agreement.


 


4.3.2
If the Service Company, the Concession Companies or any of their employees,
officers or agents carry out any Improvement to the Technical Information
and/or Technical Knowledge, the Service Company must grant to the Strategic
Partner an indefinite, gratuitous and exclusive license to use and grant
licenses thereon, such Improvements as a part of the Technical Information or
Technical Knowledge, as applicable.


 


4.3.3
The Service Company must immediately inform the Strategic Partner with respect
to any substantial improvement to the Technical Information and/or Technical
Knowledge that the Service Company or any of the Concession Companies may
develop. For the purpose of this Section, “Improvements” means any ideas,
inventions or modifications to those patents used by the Airport Group.


 


4.3.4
The Service Company may not sell or offer to sell or make public any use or
disclosure of the Improvements referred to in this Section to persons
other than the Concession Companies or companies owned by the Airport Group or
with respect to which it has Control during the term of validity of this
Agreement without prior written consent from the Strategic Partner. After the
termination of this Agreement, the Service Company may use the Improvements in
any manner consistent with the license that the Strategic Partner grants to it
under Section 4.2 above.


 


5.             Term.


 


5.1           Term of the Agreement. This
Agreement shall become effective as from the date on which the board of
directors of the Holding Company appoints the members of the Operations
Committee (which shall occur on April 19, 1999), and shall expire on the
date of termination of the Participation Agreement.(1)


 


5.2           Option to Renew the Agreement.
This Agreement shall be automatically renewed at the termination of the
Participation Agreement for terms of five (5) years each, unless one of
the parties states to the other its decision not to renew such Agreement, at
least sixty (60) days notice prior to the corresponding termination date, provided
that in the event that the Holding Company, the Service Company or the
Concession Companies wish to exercise the right granted by this Section, a
resolution of the Shareholders Meeting of the Holding Company upon the terms
set forth in Article Six, paragraph 3(c) of the Holding Company
by-laws shall be required.


 










(1)           As amended by the
agreement executed on March 19, 1999.


 


16





















 


6.             Economic Terms.


 


The Airport Group binds
itself to pay the Strategic Partner for the performance of its obligations
contained in Section 2 above:


 


6.1           Reimbursement of Expenses.
Within 30 (thirty) calendar days following the delivery by the Strategic
Partner to the Service Company of a list of expenses directly incurred by the Strategic
Partner in the rendering of the Consultancy Services, the Service Company must
pay the Strategic Partner in accordance with the following provisions:


 


6.1.1 Travel
and lodging expenses. The reasonable transportation and lodging expenses of
the persons engaged in the rendering of the Consultancy Services that are duly
evidenced and provided that they have been consistent with the policies
established by the Auditing Committee.


 


6.1.2 Additional
Expenses. Any other expenses mutually agreed upon by the Strategic Partner
and the Service Company in accordance with any Service Request.


 


6.2           Considerations. For its
obligations referred to in Section 2.2 above, beginning January 1,
2000: the greater of (i) the amount of US$7,000,000.00 (Seven Million US
Dollars) for the financial years 2000 and 2001 and the amount of $4,000,000.00
(Four Million US Dollars) for the years thereafter until the termination of
this Agreement (the amounts mentioned above shall be annually updated as from
the first anniversary of this Agreement pursuant to the National Consumer Price
Index of the United States of America); or (ii) 5% (five percent) of the
operating profits of the Airport Group, on a consolidated basis, defined as
profits before financial expenses (without taking into account the
consideration payable to the Strategic Partner in terms of this Agreement),
taxes and items corresponding to depreciation and amortization based on the
Mexican generally accepted accounting principles. The operation profits must be
reflected in the audited financial statements that must be approved by the
annual general ordinary shareholders meeting every year.


 


6.3           Method of Payment. The Service
Company must make the payments indicated in Sections 6.1 and 6.2 , plus
Value Added Tax, to the Strategic Partner by electronic deposit in immediately
available funds to an account indicated in writing by the Strategic Partner for
that purpose:


 


6.3.1
With respect to the payment referred to in Section 6.1 above, the
Strategic Partner shall send, upon the completion of the rendering of any
Consultancy Services for which any expenses referred to in such section may
have been incurred, an invoice including a description of the services rendered
and broken down accrued expenses. In turn, the Service Company shall pay the
corresponding amounts within 30 (thirty) calendar days following the date of
receipt of each invoice.


 


6.3.2
With respect to the consideration referred to in Section 6.2 above,
the Service Company shall pay the amounts set forth in paragraph (i) divided
into equal parts on a quarterly basis in the months of March, June, September and
December within the 10 (ten) calendar days following the delivery of the
corresponding invoice issued by the Strategic Partner.


 


17





















 


After the annual general
ordinary shareholders meeting of the Holding Company that approves the
consolidated financial statements of the Airport Group evidencing the operation
profit of the Airport Group on a consolidated basis, the parties to this
Agreement shall determine whether the consideration corresponding to the
Strategic Partner is that described in paragraph (i) or in paragraph (ii) to
Section 6.2 hereof. In the event that the 5% (five per cent) of the
operation profit is higher than the amount set forth in paragraph (i) of
the mentioned section, the Service Company shall pay the Strategic Partner, not
later than 15 (fifteen) business days following the annual general ordinary
shareholders meeting of the Holding Company, the corresponding difference to
pay for the consideration indicated in paragraph (ii) of Section 6.2.
hereof.


 


6.4           Delay in Payment . In the
event that the Service Company incurs in a delay with respect to any payment
provided for in this Section 6., gross interest must be paid on the
unpaid amount to the Strategic Partner from the date on which the payment
should have been made until the date on which the same is actually made, at a
rate equivalent to the daily average of the LIBOR rate for that period multiplied
by 1.5 (one point five).


 


7.             Use of Spaces.


 


Office
Space and Access. The Concession Companies shall allow the Strategic Partner to
use office and premise space in each Assigned Airport as may be reasonably
required by the Strategic Partner for the rendering of the Consultancy Services
set forth in this Agreement. Likewise, each Concession Company shall grant the
Strategic Partner and its employees and officers unlimited access to all areas
of the Assigned Airports, provided that the Strategic Partner may only benefit
from such access for the purpose of rendering the Consultancy Services under
this Agreement. The Strategic Partner must peacefully occupy the offices and
premises space referred to in the immediately preceding Section.


 


8.             Labor Independence.


 


8.1           The parties agree that, for the
purposes of this Agreement and except for the provisions of Section 2.1
above, the persons engaged in the rendering of the Consultancy Services shall
be, and shall continue to be deemed, at all times, except as otherwise agreed
upon in writing by the parties, as employees of the Strategic Partner or of the
Partners of the Strategic Partner or Related Persons thereof, as the case may
be, and at no time shall they be deemed as employees of any of the companies
that constitute the Airport Group.


 


9.             Civil Liability.


 


9.1           The Strategic Partner and the Key
Partners of the Strategic Partner shall be responsible for keeping in force at
all times, as permitted by the applicable legislation, any patents that they
hold with respect to the Technical Knowledge subject matter of this Agreement
and, therefore, they shall be responsible for any litigation or proceeding
filed against them or against the Airport Group for the use of such Technical
Knowledge.


 


9.2           The Strategic Partner shall be held
responsible for each and all the acts that its employees may carry out in the
premises of the Assigned Airports, provided that the Strategic Partner shall
not be responsible for any labor defaults incurred by the officers referred to
in Section 2.1 above.


 


18





















 


9.3           The Strategic Partner and the
corresponding Key Partners of the Strategic Partner shall be responsible for
any damages that they may cause to third parties and to the Assigned Airports
resulting from (i) the use of Technical Information or Technical Knowledge
and Consultancy Services provided to the Airport Group under this Agreement
that may have been declared obsolete or unable to guarantee the rendering of
the airport services as defined in article 48 of the Airports Law by any
governmental authority or international institution; or (ii) proven
negligence of the employees of the Strategic Partner or of the Partners of the
Strategic Partner rendering Technical Advisory to the Assigned Airports in-situ.


 


10.          Indemnifications.


 


10.1         Indemnifications of the Strategic
Partner. The Strategic Partner binds itself to indemnify and to hold any of
the companies that constitute the Airport Group, its officers, employees,
agents and subcontractors (jointly referred to as an “Indemnitee”) harmless
from and against any liabilities, damages, losses, penalties, claims, lawsuits,
costs and expenses and any proceedings related to:


 


10.1.1
Labor Indemnification. Any claim or proceeding filed by (i) its
employees or the employees of the Key Partners and (ii) any labor and
social security authority, the National Workers Housing Fund Institute or any
fiscal authority against any Indemnitee and in connection with its employees by
reason of the rendering of the Consultancy Services;


 


10.1.2
Indemnification for Civil Liability. Any infringement of patents,
copyrights or trademark use rights or of any provision of the Industrial
Property Law or any similar legislation in any other jurisdiction, for the use
or exploitation of the Technical Information or Technical Knowledge as
transferred by the Strategic Partner or the Key Partners of the Strategic
Partner under this Agreement. Likewise, the Strategic Partner shall be
responsible for any civil liability proceeding filed against an Indemnitee
resulting from (i) the use of obsolete Technical Information or Technical
Knowledge or which have been declared unable to guarantee the safety in airport
operations by any governmental authority or international institution; or (ii) negligence
of the Strategic Partner or the Key Partners of the Strategic Partner in
rendering the Consultancy Services referred to in this Agreement; or


 


10.1.3
Compliance by the Strategic Partner. The performance of the Strategic
Partner under this Agreement, as well as any negligent or willful act or
omission by the Strategic Partner or default on any representation or warranty
of the Strategic Partner under this Agreement.


 


10.2
The indemnification referred to in Section 10.1 hereof shall
include (i) any payments of money that any Indemnitee is bound to make by
order of any judicial or administrative authority, and (ii) any legal and
representation fees and expenses incurred by the Indemnitee in the defense of
the proceeding or claim filed against it, provided that such fees and expenses
are reasonable and duly justified.


 


10.3 Proceeding.
In the event that an Indemnitee becomes aware of the filing of any claim,
administrative proceeding, substantiation or notification proceeding with
respect to any liability or obligation of the Strategic Partner or of the Key
Partners of the Strategic Partner, the Indemnitee may elect to (i) answer
the proceeding filed against it, for which purpose it shall request the
Strategic Partner or the Key Partners of the Strategic Partner any documents
necessary to establish


 


19





















 


its defense, or (ii) grant sufficient powers-of-attorney to the
Strategic Partner, the Key Partners of the Strategic Partner, or to the legal
representatives appointed thereby, so that in its name and on its behalf, the
defense of the proceeding filed against the Indemnitee is carried out.


 


10.4 Payment
of the Indemnification. Once a definitive resolution binding the Indemnitee
to the payment of any amount of money has been issued pursuant to Section 10.2
above, the Airport Group shall so notify the Strategic Partner or the Partners
of the Strategic Partner, as the case may be, so that it reimburses the
corresponding amounts no later than 10 (ten) business days following such
notice.


 


11.          Early Termination.


 


11.1         In case of occurrence of any Event of
Default by the Strategic Partner or the Partners of the Strategic Partner under
this Agreement or under any other Transaction Document, the Holding Company or
the Service Company may terminate this Agreement early, by means of a written
notification addressed to the Strategic Partner and the Partners of the
Strategic Partner in terms of Section 12.2 below. Such termination
shall become effective ten (10) business days following the date of
receipt of the above mentioned notice.


 


11.2
Upon the early termination of this Agreement, all rights and obligations of the
parties hereto shall cease, provided that the Airport Group shall have no
obligation to return the Technical Information or Technical Knowledge received
until such date during the term of validity of this Agreement.


 


11.3 Obligations
of the Strategic Partner. As a consequence of the termination of this
Agreement, the Strategic Partner must:


 


11.3.1
Vacate any office or premises space provided by the Service Company or the
Concession Companies;


 


11.3.2
Remove any property of the Strategic Partner that is related to the rendering
of the Consultancy Services and which may be located in the facilities of the
Assigned Airports;


 


11.3.3
Deliver and assign at no cost whatsoever to the Service Company all the
registries or documents in the possession of the Strategic Partner required by
the Service Company for the Administration of the Assigned Airports, including
the Technical Information and Technical Knowledge; and


 


11.3.4
Take any steps that it may deem convenient and that are available to it to
guarantee that the Strategic Partner or the Partners of the Strategic Partner
cease to consider the Assigned Airports as a part of their marketing strategy.


 


11.4 Obligations
of the Airport Group. As a consequence of the early termination of this
Agreement, the Airport Group must cease to use any registered trademarks
related to the Technical Information and Technical Knowledge. Additionally, the
Service Company must reimburse the Strategic Partner all the pending expenses
which it may have incurred in the rendering of the Services upon the terms of Section 6.1
above.


 


20





















 


11.5
In case of non-compliance by Nafin under the Shareholders Agreement or of the
Holding Company in the payment of the fees foreseen in Section 6.2
above, the Strategic Partner may, without incurring any responsibility,
terminate this Agreement early.


 


12.          Events of Default.


 


12.1 Events
of Default by the Strategic Partner and by the Key Partners. In any Event
of Default by the Strategic Partner or the Key Partners of the Strategic
Partner on their obligations under this Agreement, the Airport Group shall be
entitled to terminate this Agreement pursuant to Section 11 above
and to exercise the rights established under the Participation Agreement. The
following shall be Events of Default by the Strategic Partner or by the Key
Partners of the Strategic Partner hereunder:


 


12.1.1
Failure to comply with any of its obligations under Section 2.1
above;


 


12.1.2
Failure to comply with any of its obligations to provide Consultancy Services
under Section 2.2 above;


 


12.1.3
Failure to comply with any of its obligations under Section 2.10
above;


 


12.1.4
The loss of any patent, copyright or any industrial property right on any
Technical Knowledge transferred in favor of the Airport Group directly or
indirectly imputable to the Strategic Partner or to the Partners of the
Strategic Partner that may be essential to effectively continue rendering the
Consultancy Services as they are being conducted at the time of such loss;


 


12.1.5
Any Event of Default under the Participation Agreement or the Public Call by
the Strategic Partner; or


 


12.1.6
Any failure by the Concession Companies to comply with their obligations
arising from their respective Concession titles, if such default arises from
the fact that the Strategic Partner or the Key Partners of the Strategic
Partner have not provided the due Technical Assistance and Information to the
Airport Group under this Agreement.


 


12.2 Notice
of Default. Upon the occurrence of any Event of Default by the Strategic
Partner or the Key Partners, the Airport Group shall, through the Auditing
Committee Delegate, send the Strategic Partner or the Key Partners, as the case
may be, a notice (the “Notice of Default”) in which the Event of Default shall
be detailed pursuant to the following:


 


12.2.1
The Section of this Agreement or of any of the Transaction Documents or
the Public Call which has been defaulted by the Strategic Partner or the Key
Partners of the Strategic Partner shall be indicated;


 


12.2.2
The actions, as the case may be, that the Airport Group requires from the
Strategic Partner or from the Key Partners to remedy the Event of Default shall
be indicated; and


 


21





















 


12.2.3
A term of 30 (thirty) days as from the date of delivery of a Notice of Default
for the Strategic Partner or the Partners of the Strategic Partner to remedy
the Event of Default shall be granted.


 


Notwithstanding
the above, in the event provided for in Section 12.1.6 above, the
Strategic Partner shall have a maximum term of 3 (three) months to remedy the
applicable Event of Default.


 


12.3 Penalties
for Default. In the event that the Strategic Partner fails to remedy the
Event of Default in such manner and in such term as indicated for that purpose
in the respective Notice of Default, the Strategic Partner shall forfeit the
right to receive the consideration referred to in Section 6.2 above
for the preceding fiscal year to that on which the Event of Default may have
occurred, as a contractual penalty for the damages and losses caused to the
Airport Group, for which, they should reimburse to the Service Company said fee
in the term of 10 (ten) days after it is requested.


 


Additionally,
if the default continues for other 30 (thirty) calendar days after the date on
which the Strategic Partner should have remedied it, the Strategic Partner and
any Related Person of the Strategic Partner shall forfeit the right to exercise
the option to acquire the Optional Shares under the Option Agreement, and
unless the option has been transferred under the Option Agreement and the
registered holders of the Option are not Related Persons of the Strategic
Partner, the Option Agreement shall be terminated.


 


12.4 Notice
of Termination. In case the Event of Default continues for 3 (three) months
after the termination of the Option Agreement according to the second paragraph
of Section 12.3 above, the Airport Group, through the Auditing
Committee Delegate, may send to the Strategic Partner a written notice by means
of which this Agreement shall be terminated (the “Termination Notice”) and keep
in its favor, as payment for any damages and losses, by instructions given to
the Trustee, the proceeds of the sale of 5% (five percent) of the series “BB”
Shares in the Trust or, as the case may be, demand, pursuant to Section 13.
below, mandatory compliance with this Agreement.


 


13.          Resolution of Controversies.


 


13.1         Arbitration Rules. For the
interpretation of this Agreement and for the resolution of any controversy
hereunder, the Parties expressly and irrevocably submit themselves to the
arbitration proceeding governed by the arbitration rules (the “Arbitration
Rules”) of the International Chamber of Commerce, Mexican Chapter (“ICC”);
therefore, any controversy that may arise from, or in connection with, this
Agreement and any alleged default, termination or validity thereof (“Controversy”),
must, upon written request by one party, be delivered to the other parties (an “Arbitration
Request”), and be definitively resolved by arbitration conducted pursuant to
the Arbitration Rules of ICC except for the special rules set forth
in this Section 13. which, as the case may be, amend the
Arbitration Rules.


 


13.2 Arbitration
Proceeding. The arbitration proceeding shall be conducted, and the award
shall be issued in Mexico City, Federal District, United Mexican States, in the
Spanish language. The arbitration proceeding shall be conducted before three
neutral arbitrators, in accordance with the provisions hereinbelow contained.
The Strategic Partner and the Partners of the Strategic Partner shall appoint
an arbitrator by mutual agreement and the Airport Group shall appoint another
one within 15 (fifteen) days following the date on which an Arbitration Request
is made, provided that


 


22





















 


all the arbitrators shall be of Mexican nationality. The two appointed
arbitrators shall jointly appoint by mutual agreement the third arbitrator
within a term not to exceed 15 (fifteen) days following the appointment of the
last of the first two arbitrators. The arbitrators shall appoint, from among themselves,
the arbitrator who shall act as chairman of the arbitration court, within 5
(five) days following the date of the last of their appointments. If any
designation of the arbitrators is not made within the terms herein set forth,
ICC shall make such designation upon request by any party. The arbitrators must
be capable of reading, writing and fluently speaking both English and Spanish,
and must be experts in the matter in question. Hearings shall be carried out no
later than within 20 (twenty) business days, and the award must be issued no
later than within 60 (sixty) business days, following the appointment of the
third arbitrator.


 


13.3 Specific
Compliance. In any arbitration proceeding under this Agreement, the parties
shall be authorized to request a competent judge to order specific compliance
with any obligation under this Agreement or the Transaction Documents and,
pursuant to article 1425 of the Code of Commerce, any preventive measures
as deemed convenient may be requested.


 


13.4 Applicable
Legislation and Enforcement of Awards. The arbitrators shall decide the
Controversy pursuant to the substantive laws of the United Mexican States. In
the event that the mandatory enforcement of this award is required in a
jurisdiction other than the United Mexican States, the arbitration agreement
and any award hereunder, shall be ruled by the Convention of the United Nations
of 1958 concerning the Procedure and Enforcement of Foreign Awards. The written
decision of the arbitrators, signed by a majority thereof, shall be final and
mandatory for the parties. Upon the receipt of such award, each party must
immediately (i) adopt such action, (ii) make such changes in the
conduct of its business or (iii) make such payments or repayments,
required by the arbitration decision, as the case may be. The award may be
reviewed and enforced in any court of competent jurisdiction.


 


13.5 Allocation
of Costs and Currency of the Award. The party against which an award is
issued pursuant to this Section 13., must pay all expenses and
costs accrued by reason of the arbitration proceeding in question, including
the expenses and costs corresponding to the arbitrators and ICC. Except for
that set forth in the immediately preceding sentence, each of the parties must
pay all the expenses and costs incurred by such party in connection with the
arbitration proceeding other than those mentioned above. Any monetary award
must be made in dollars, lawful currency of the United States of America and
may be paid in such currency or in lawful currency of the United Mexican States
at the exchange rate in effect on the date of payment at the election of the
debtor, free from any tax or other deduction, and must include interest as from
the date of any default or other breach of this Agreement, as of the date on
which the award is paid, with a fair interest rate determined by the
arbitrators.


 


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


 


13.7 Successors,
Assignees, etc. The arbitration agreement referred to in this Section 13.
shall be mandatory for the successors, assignees and any trustee, liquidator or
receiver of each party.


 


23





















 


14.          Force Majeure.


 


14.1         Definition of Force Majeure. For
the purposes of this Agreement, “Force Majeure” means:


 


14.1.1
fires, explosions, floods, earthquakes, hurricanes, riots, commotions, natural
disasters, sabotage, acts of public enemy, acts of God, war (declared or not
declared), revolution, radioactive, toxic or chemical contamination that make
the provision of the Services impossible in the opinion of a third party
appointed by mutual agreement by the Strategic Partner and the Service Company
when they do not reach an agreement in this regard; and


 


14.1.2
strikes, capture of facilities and seizures that render the provision of the
Services impossible in the opinion of a third party appointed by mutual
agreement by the Strategic Partner and the Service Company.


 


14.2 Claim
of Force Majeure. If due to any event of Force Majeure, the Strategic
Partner is totally or partially prevented from complying with its obligations
under this Agreement, the Strategic Partner must send, as soon as it becomes
aware of the event of Force Majeure, a notice in writing to the Service Company
which shall include:


 


14.2.1
a description of the event of Force Majeure;


 


14.2.2
a description with respect to the obligations which performance is being
affected;


 


14.2.3
a description of the actions that the Strategic Partner has taken to mitigate
the situation, and of any action that it proposes to remedy it;


 


14.2.4
an estimate of the time during which the Strategic Partner shall be prevented
from fully complying with its obligations under this Agreement by reason of the
event of Force Majeure;


 


14.2.5
an estimate of the costs that the Airport Group shall incur to remedy the
situation and the proposed funding agreements; and


 


14.2.6
any other relevant information concerning the event of Force Majeure.


 


14.3         In any event of Force Majeure pursuant
to Section 14.1.1 above, the Strategic Partner must, once it has
complied with the provisions of Section 14.2 above, perform such
acts as may be necessary to reestablish the rendering of the Service, provided
that if within a term of 3 (three) calendar days it fails to comply with that
mentioned above, the provisions of Section 11. of this Agreement
shall be applicable.


 


14.4         In any event of Force Majeure under Section 14.1.2
above, the Strategic Partner must file within the business day following the
day on which it became aware of such event of Force Majeure, additionally to
that provided for in Section 14.2 of this Agreement, with any
judicial or administrative, federal or local authority, a document requesting
that such event be solved or else, requesting an applicable administrative or
judicial remedy, so that such authority remedies


 


24





















 


such event in order to continue rendering the Service; provided that if
in a term of 3 (three) calendar days, it fails to comply with that mentioned
above, the provisions of Section 11. of this Agreement shall be
applied.


 


14.5 Suspension
of the Obligations of the Strategic Partner . Notwithstanding any provision
to the contrary contained in this Agreement, the obligations of the Strategic
Partner, other than those provided for under this Section 14.,
shall be suspended only to the extent and during the time in which such
obligations are adversely affected by the event of Force Majeure, provided that
the Strategic Partner carries out all acts necessary to solve such event or
cause of Force Majeure.


 


15.          Miscellaneous.


 


15.1         Notices. Any notice to be
delivered by one party to another under this Agreement shall be in writing and
sent to the other party by certified mail, return receipt requested, fax,
courier or personally delivered, and shall be deemed made when it is actually
received by the addressee. All notices shall be sent to the following domiciles
of the parties, provided that the same may be modified by notice given to the
parties, as indicated in this Section:


 


To the Strategic Partner:


 


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


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


Col. Lomas de Chapultepec


11000 Mexico City


 


Attn: Jaime de la Rosa
Montes


 


To the Holding Company
and/or the Service Company and/or the Concession Companies:


 


Ave. 602 No. 161


Col. San Juan de Aragón


15620 Mexico City


 


Attn: General Manager


 


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


 


15.3         Confidentiality.


 


15.3.1
Each of the parties binds itself to and shall order, as the case may be, 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 this Agreement, or any other confidential information or information
related to the Airport Group, including, without limitation, the Technical
Knowledge developed by the Airport Group or transferred to it, the Technical
Information, the plans, operations or results and financial statements
(jointly, the “Confidential Information”), except to the extent that the use of
such 


 


25





















 


Confidential Information is necessary to submit or obtain any consent
or approval required for the performance of the transactions contemplated in
this Agreement or except to the extent that 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 of the same.


 


15.3.2
Notwithstanding the provisions of Section 15.3.1 above, any party
may disclose any information without any restriction and without obligation to
keep such information confidential, provided that (i) the disclosure of
such information must be made by provision of 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 for a reason other than
the disclosure by such party or (iii) such information has been generally
available on a non-confidential basis, prior to its disclosure by one party.


 


15.3.3
None of the parties shall disclose any Confidential Information or information
of its own 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 15.3.


 


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


 


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


 


15.6         Successors, Assignees, etc.
Except as otherwise provided for in this Agreement, the parties hereto shall
not transfer or assign the rights and obligations under this Agreement without
the prior written consent of the Holding Company and the Service Company.


 


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


 


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


 


15.9         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 all constitute one
and the same instrument.


 


26





















 


15.10 Integration.
Except as otherwise specifically provided for therein, this Agreement replaces
any previous agreements between the Parties in connection with the purpose of
this Agreement and it is the intention of the parties that it is the final
expression and complete and exclusive statement of their will with respect to
the subject matter of this Agreement.


 


This
Agreement is executed at 3:30 P.M. on the above mentioned date with the
agreement of all the parties hereto in Mexico City, Federal District.


 


27





















 


	
  AEROPUERTOS
  MEXICANOS DEL 

  PACIFICO, S.A. DE C.V.

  	
   

  	
  GRUPO
  AEROPORTUARIO DEL 

  PACIFICO, S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jaime de la
  Rosa Montes

  	
   

  	
  By: Jorge Lanz
  de la Isla

  
	
  Title: Legal
  Representative

  	
   

  	
  Title: Legal
  Representative

  
	
   

  	
   

  	
   

  
	
  AENA SERVICIOS
  AERONAUTICOS, 

  S.A., SOCIEDAD UNIPERSONAL

  	
   

  	
  SERVICIOS A LA
  INFRAESTRUTURA 

  AEROPORTUARIA DEL PACIFICO, S.A. 

  DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Alfredo
  Jorge García Ávila

  	
   

  	
  By: Jorge Lanz
  de la Isla

  
	
  Title: Legal
  Representative

  	
   

  	
  Title: Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
  AEROPUERTO DEL
  PACIFICO 

  ANGELES, S.A. DE C.V.

  	
   

  	
  AEROPUERTO DE
  AGUASCALIENTES, 

  S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jaime de la
  Rosa Montes

  	
   

  	
  By: Jorge Lanz
  de la Isla

  
	
  Title: Legal
  Representative

  	
   

  	
  Title: Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
  INVERSORA DEL
  NOROESTE, S.A. DE 

  C.V. (As obligor of the obligations referred 

  to in Section 2.2.1.3)

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jaime de la
  Rosa Montes

  	
   

  	
  By: Jorge Lanz
  de la Isla

  
	
  Title: Legal
  Representative

  	
   

  	
  Title: Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
  GRUPO DRAGADOS,
  S.A. 

  (As obligor of the obligations referred to in 

  Section 2.2.1.3)

  	
   

  	
  AEROPUERTO DE GUADALAJARA,
  

  S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jaime de la
  Rosa Montes

  	
   

  	
  By: Jorge Lanz
  de la Isla

  
	
  Title: Legal
  Representative

  	
   

  	
  Title: Chief
  Executive Officer

  



 


28





















 


	
  GRUPO
  EMPRESARIAL ANGELES, S.A. 

  DE C.V. (As joint obligor of the obligations 

  of the Mexican Partners under this 

  Agreement)

  	
   

  	
  AEROPUERTO DE
  HERMOSILLO, S.A.. 

  DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Olegario
  Vázquez Aldir

  	
   

  	
  By: Jorge Lanz
  de la Isla

  
	
  Title: Legal
  Representative

  	
   

  	
  Title: Chief
  Executive Officer

  
	
   

  	
   

  	
   

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

  	
   

  	
  AEROPUERTO DE
  LOS MOCHIS, S.A.. 

  DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jorge Lanz
  de la Isla

  	
   

  	
  By: Jorge Lanz
  de la Isla

  
	
  Title: Chief
  Executive Officer

  	
   

  	
  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

  	
   

  	
  By: Jorge Lanz
  de la Isla

  
	
  Title: Chief
  Executive Officer

  	
   

  	
  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

  	
   

  	
  By: Jorge Lanz
  de la Isla

  
	
  Title: Chief
  Executive Officer

  	
   

  	
  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

  	
   

  	
  By: Jorge Lanz
  de la Isla

  
	
  Title: Chief
  Executive Officer

  	
   

  	
  Title: Chief
  Executive Officer

  



 


29





















 


Exhibit 1


 


This exhibit details the
requirements of the Strategic Partner under the Technical Assistance Agreement.
The Directors of the Strategic Partner (SE) shall participate in the meetings
of the Board of Directors (not only in the areas in charge of SE), and
contribute for an efficient management of the Holding Company in the best
interest of the shareholders, attending, personally or by telephone, at least
75 percent of the meetings. In the case of senior positions the exhibit also
describes the charges to be included. It also describes the consultancy
services to be provided by the Airport Group, and the Monitoring and
performance control by the Board based on the previously determined parameters.


 


30





















 


Exhibit 2


 


ADMINISTRATIVE ORGANIZATIONAL
CHART OF THE SERVICE COMPANY


 


31





















 


Exhibit 3


 


IMPLEMENTATION PLAN OF EXHIBIT 1 TO BE
REVIEWED BY THE COMMITTEE OF

ACQUISITIONS AND AGREEMENTS ON A QUARTERLY BASIS


 


32





















 


Exhibit 4


 


ADMINISTRATIVE SERVICES RENDERING
AGREEMENT


 


33





















 


Exhibit 5


 


CITIES IN WHICH THE AIRPORTS
OPERATED BY AENA SERVICIOS

AERONAUTICOS, S.A., SOCIEDAD UNIPERSONAL ARE LOCATED


 


Alicante, Barcelona,
Bilbao, Fuerteventura, Gran Canaria, Ibiza, Lanzarote, Madrid/Barajas, Málaga,
Menorca, Palma de Mallorca, Santiago de Compostela, Sevilla, Tenerife/Norte,
Tenerife/Sur, Valencia, Almería, Asturias, Granada, Hierro, Jerez, La Coruña,
La Palma, Melilla, Murcia, Pamplona, Reus, San Sebastián, Santander, Valladolid,
Vigo, Vitoria, Zaragoza, Badajoz, Córdoba, Madrid/C. Vientos, Salamanca,
Sabadell and Girona Son Bonet in Spain, as well as Barranquilla and Cartagena
de Indias in Colombia.


 


34