Exhibit 10.5


 


TRANSLATION


 


SHAREHOLDERS
AGREEMENT


 


SHAREHOLDERS AGREEMENT EXECUTED ON AUGUST 25,
1999, BY AND BETWEEN, NACIONAL FINANCIERA, S.N.C. TRUST DEPARTMENT (“NAFIN”),
IN ITS CAPACITY AS SHAREHOLDER OF GRUPO AEROPORTUARIO DEL PACIFICO, S.A. DE
C.V. UNDER TRUST NUMBER 5118-4, REPRESENTED BY MR. ANTONIO CARDENAS ARROYO,
AEROPUERTOS MEXICANOS DEL PACIFICO, S.A. DE C.V. (THE “STRATEGIC PARTNER”),
REPRESENTED BY MR. JAIME DE LA ROSA MONTES, AND BANCO NACIONAL DE COMERCIO
EXTERIOR, S.N.C., TRUST  DEPARTMENT (THE “TRUSTEE”),
HEREIN REPRESENTED BY ITS TRUST DELEGATE MR. CARLOS FLORES SALINAS, AS TRUSTEE
OF THE TRUST AGREEMENT (THE “TRUST AGREEMENT”) EXECUTED ON AUGUST 25, 1999
WITH THE STRATEGIC PARTNER, AND THE HOLDING COMPANY AS BENEFICIARY IN SECOND
PLACE, WITH THE APPEARANCE OF THE FEDERAL GOVERNMENT OF THE UNITED MEXICAN
STATES (THE “FEDERAL GOVERNMENT”), THROUGH THE MINISTRY OF COMMUNICATIONS AND
TRANSPORTATION (THE “SCT”), REPRESENTED BY MR. AARON DYCHTER POLTOLAREK, AND
GRUPO AEROPORTUARIO DEL PACIFICO, S.A. DE C.V. (THE “HOLDING COMPANY”),
REPRESENTED BY MR. JORGE LANZ DE LA ISLA, PURSUANT TO THE FOLLOWING
DEFINITIONS, RECITALS AND CLAUSES.


 


DEFINITIONS


 


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


 


	
  Shares in Trust

  	
   

  	
  the Share
  Package that the Strategic Partner contributed to the Trust estate.

  
	
   

  	
   

  	
   

  
	
  Shareholders of
  the Holding Company

  	
   

  	
  Nafin, in its
  capacity as trustee, and the Trustee, the latter acting in such capacity by
  instructions and to the benefit of the Strategic Partner.

  
	
   

  	
   

  	
   

  
	
  Event of Default

  	
   

  	
  has the meaning
  set forth in Section 8.1 of this Agreement.

  
	
   

  	
   

  	
   

  
	
  Acquisitions and
  Agreements Committee

  	
   

  	
  the Acquisitions
  and Agreements Committee 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 by 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 Airport Group of the provisions of the By-laws of the Holding
  Company and other applicable legal provisions.

  
	
   

  	
   

  	
   

  
	
  Participation
  Agreement

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Controversy

  	
   

  	
  has the meaning
  set forth in Section 10.1 of this Agreement.

  
	
   

  	
   

  	
   

  
	
  Agreement

  	
   

  	
  this
  Shareholders Agreement.

  
	
   

  	
   

  	
   

  
	
  Business Day

  	
   

  	
  any day in which
  the banks of Mexico City, Federal District, are not authorized to close under
  applicable legislation.

  
	
   

  	
   

  	
   

  
	
  Beneficiary Rights

  	
   

  	
  the rights of
  the Strategic Partner on the Shares in Trust under the Trust Agreement.

  
	
   

  	
   

  	
   

  
	
  By-laws of the
  Holding Company

  	
   

  	
  the by-laws of
  the Holding Company in force as of the date of this Agreement included in
  public deed number 52,853, issued on August 20, 1999, by Mr. Luis
  de Angoitia Becerra, Notary Public number 109 for the Federal District,
  pending registration in the Public Registry of Commerce for the Federal
  District and attached to this Agreement as Exhibit “1”.

  
	
   

  	
   

  	
   

  
	
  ICC

  	
   

  	
  has the meaning set
  forth in Section 10.1 hereof.

  
	
   

  	
   

  	
   

  
	
  Guidelines of
  the Master Development Program

  	
   

  	
  are the
  guidelines which were submitted by the Strategic Partner with its technical
  offer, to which the preparation of the Master Development Program by the
  Concession Companies, with the participation of the Strategic Partner, shall
  be subject, and are attached to this Agreement as Exhibit “2”.

  



 


2





















 


	
  Principal Line
  of Business

  	
   

  	
  (i) with
  respect to the Holding Company, the holding of direct or indirect share
  control of the Service Company and of the Concession Companies, as well as
  the exercise of all corporate and proprietary rights and the compliance with
  the obligations arising from the Shares, (ii) with respect to the Service
  Company, the rendering of administrative services in favor of the Concession
  Companies; and (iii) with respect to the Concession Companies, the
  business consisting of the administration, operation, construction and
  exploitation of civil aerodromes, including the Assigned Airports
  corresponding to each of them, as well as the rendering of airport,
  complementary and commercial services, as defined in the Airport Law and the
  Regulations thereof, as well as any other services related to the foregoing,
  necessary for the exploitation of such airports. The meaning of the term “Principal
  Line of Business” may be extended to include any other activity in this
  definition, provided that such extension and inclusion shall be determined by
  a shareholder’s meeting of the companies that constitute the Airport Group,
  as the case may be. Whenever the term “Principal Line of Business” is used in
  this Agreement, it shall be understood that the same includes any other
  activity, which, by determination of the shareholder’s meeting of any of the
  companies constituting the Airport Group, must be included within the scope
  of such line.

  
	
   

  	
   

  	
   

  
	
  Series “BB”
  Members

  	
   

  	
  the three (3) members
  of the Board of Directors of the Holding Company that shall be appointed by
  the Series “BB” shareholders pursuant to Section 2.2.1
  hereof, as well as their respective alternates.

  
	
   

  	
   

  	
   

  
	
  Public Offer

  	
   

  	
  has the meaning
  set forth in Section 1.1 below.

  
	
   

  	
   

  	
   

  
	
  Administrative
  Chart

  	
   

  	
  The
  administrative chart submitted by the Strategic Partner with its technical offer
  that is attached as Exhibit “3” hereto.

  
	
   

  	
   

  	
   

  
	
  Business Plan

  	
   

  	
  The business
  plan submitted by the Strategic Partner with its technical offer which
  concerns the operation of the Assigned Airports, in order to comply with the
  Master Development Program, and which includes: (i) a business plan with
  sufficient detail of the marketing plans, financial arrangements, investments
  and capital expenses and activities for the applicable Assigned Airport for
  such year; (ii) a budget with sufficient detail of the estimate income
  of the corresponding Assigned Airport and the expenses and schedule of
  investments to be incurred in the implementation of the Master Development
  Program; and (iii) a financial administration plan including any debt
  financing agreements. The Business Plan is attached as Exhibit “4”
  hereto.

  



 


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  Master
  Development Program

  	
   

  	
  the master
  development program of the Assigned Airports referred to in article 38
  of the Airport Law including, for the first 5 (five) years of operation, the
  growth and development expectations of the Assigned Airports; the projections
  considered for demand, passengers, cargo and operations; the Investment
  Program; the descriptive plan of the Assigned Airports specifying uses and modes
  of operation by stages and access areas; the human resources training
  program; the possible sources of financing; the measures for the preservation
  of the environment, as well as the commercial and marketing strategy to
  promote the development of each of the Assigned Airports.

  
	
   

  	
   

  	
   

  
	
  Investment
  Program

  	
   

  	
  the indicated
  investment program concerning the construction, conservation and maintenance
  of the Assigned Airports, which shall be a part of the Master Development
  Program and of the Business Plan, that each Concession Company must prepare
  in terms of Article 39 of the Airport Law, and which shall include
  specific safety and environmental protection measures.

  
	
   

  	
   

  	
   

  
	
  Arbitration
  Rules

  	
   

  	
  has the meaning
  set forth in Section 10.1 hereof.

  
	
   

  	
   

  	
   

  
	
  Arbitration
  Request

  	
   

  	
  has the meaning
  set forth in Section 10.1 of this Agreement.

  
	
   

  	
   

  	
   

  
	
  Transfer

  	
   

  	
  to assign, sell,
  transfer or dispose of (including, without limitation, by virtue of a trust
  or option, gift, judicial order or decree, extrajudicial agreements, exchange
  or otherwise), regardless of whether it is in an absolute or conditional
  manner. The terms “Transferor”, “Acquirer” and “Transfer” have meanings
  related to this definition. A Transfer shall include the delivery of a pledge
  or guarantee with respect to the Share Package or the Additional Shares of
  the Holding Company or any property related thereto in a good faith loan
  transaction between Non-Related Persons.

  



 


RECITALS


 


I.                                         The Federal Government states
through the SCT that:


 


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


 


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


 


I.3                                   By resolution published in the
Official Gazette of the Federation on February 2, 1996, the Committee for
the Restructuring of the Mexican Airport System was created, which purpose is
to define the strategy to be followed in general and specific aspects in the
different stages of the restructuring


 


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process to be carried out by THE SCT,
in the terms of the Airports 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.


 


I.6                                   On June 29, 1998, the SCT
granted to each of the Concession Companies the Concessions for the operation
of the Assigned Airports, respectively.


 


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


 


I.8                                   On August 4, 1999, the act of
opening the economic bids tendered by the participants in the Bidding Process
was carried out and the bid of the Strategic Partner was successful.


 


I.9                                   Pursuant to the provisions of the
Public Call, the Strategic Partner and the Partners of the Strategic Partner
executed a Participation Agreement with the Federal Government, Nafin, the
Trustee, ASA, and the Airport Group, in which certain rights and obligations
concerning the participation of the Strategic Partner in the administration of
the Assigned Airports were set forth, including the obligation to execute this
Agreement for the purposes set forth herein.


 


I.10                             On this date it transferred (i) to
Nafin, in its capacity as trustee, Shares of the Holding Company representing
85% (eighty-five percent) of its capital stock, including the share which was
owned by ASA; and (ii) it bound itself to transfer to the Strategic
Partner, prior to payment of the price, the Shares of the Holding Company
representing 15% (fifteen percent) of its capital stock.


 


I.11                             Its representative has sufficient
authority to execute this Agreement pursuant to Article 6, paragraph IX,
of the Internal Regulations of THE SCT.


 


II.                                     Nafin states through its
representative that:


 


II.1                               It is a national credit institution,
development banking institution, incorporated under the Law of Credit
Institutions and its own Organic Law, that it has legal capacity and an estate
of its own and that upon the terms of such Organic Law, it is authorized to
execute this Agreement for the purposes set forth herein.


 


II.2                               On August 24, 1999, it executed
as trustor and as trustee an irrevocable trust agreement in order to promote
investment in the airport industry and promote the securities market for shares
issued by Mexican companies through the public offer of such Shares that it may
acquire, including the execution hereof and of the Participation Agreement.


 


II.3                               On this date it acquired from the
Federal Government, in its capacity as trustee under trust number 5118-4, the
Shares of the Holding Company representing 85% (eighty-five percent) of its
capital stock, which includes the share which was owned by ASA.


 


II.4                               Its representative is duly
authorized to execute this Agreement on its behalf, in terms of public deed No. 68,440,
issued on May 29, 1997, by Mr. Cecilio González Márquez, Notary
Public number 151


 


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for the Federal District, and
recorded with the Public Registry of Commerce for the Federal District, under
mercantile number 1275.


 


III.                                 The Strategic Partner states through
its representative that:


 


III.1                           It is a mercantile company, duly
incorporated under Mexican law, pursuant to public deed number 75,620, issued
on August 18, 1999, by Mr. Francisco Talavera Autrique, Notary Public
number 221 for the Federal District and in the process of being recorded with
the Public Registry of Commerce for the Federal District.


 


III.2                           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
Committee for the Restructuring of the Mexican Airport System.


 


III.3                           On this date it executed the
Participation Agreement, as well as the rest of the Transaction Documents, and
that its intention is to execute this Agreement in order to comply with the
provisions of the Participation Agreement.


 


III.4                           In the terms of the Trust Agreement
and of the Participation Agreement, the Strategic Partner maintains the
exercise of the voting rights with respect to the Shares of the Share Package
representing 10% (ten percent) of the capital stock of the Holding Company.
Therefore, and given that it has capacity as beneficiary of the Trust and it
holds the Beneficiary Rights, it participates in the execution of this
Agreement.


 


III.5                           Its representative has powers and
authority sufficient to execute this Agreement on its behalf, as evidenced in
the public deed referred to in paragraph III.1 above.


 


IV.                                 The Holding Company states, through
its representative, that:


 


IV.1                           It is a mercantile company
incorporated under Mexican law pursuant to public deed number 44,340, dated May 28,
1998, issued by Mr. Emiliano Zubiría Maqueo, Notary Public number 25 for
the Federal District, and recorded with the Public Registry of Commerce for the
Federal District on June 25, 1998, under mercantile number 238578.


 


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


 


IV.3                           As from the date of delivery of this
Agreement, the Airport Group shall inform the Strategic Partner of any
disbursement of more than $50,000.00 U.S. Dollars (Fifty Thousand Dollars
00/100, lawful currency of the United States of America) or the assumption of
any obligation with a term of compliance of more than 6 (six) months.


 


IV. 4                        Its legal representative has
sufficient authority to execute this Agreement pursuant to public deed number
52,560, dated May 26, 1999, issued by Mr. Luis de Angoitia Becerra,
Notary Public No. 109 for the Federal District, in the process of being
recorded with the Public Registry of Commerce for the Federal District.


 


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V.                                     The Trustee states through its
representative that:


 


V.1                               It is a national credit institution,
development banking institution, incorporated under the Law of Credit
Institutions and under its own Organic Law, that it has legal capacity and an
estate of its own, and that in terms of such Organic Law it is authorized to
carry out trust transactions such as those contemplated under this Agreement.


 


V.2                               On this date it has executed the
Participation Agreement and the Trust Agreement for the purposes set forth
therein, and therefore, in its capacity as trustee of the Trust, it holds in
trust ownership, for the benefit of the Strategic Partner, the Shares in Trust
representing 15% (fifteen percent) of the capital stock of the Holding Company,
and therefore, it participates in the execution of this Agreement.


 


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


 


Based on the above Recitals, the Parties agree to be bound under the
following


 


CLAUSES


 


1.                                      Purpose.


 


1.1                                 The
purpose of this Shareholders Agreement is: (i) to establish the rights and
obligations of Nafin, in its capacity as trustee, and the Trustee (acting for
the benefit of the Strategic Partner), in its capacity as Shareholders of the
Holding Company, and (ii) jointly with the Holding Company, establish the
manner in which the Airport Group shall carry out its operations as from the
date of execution of this Agreement until the Public Offer of at least 51%
(fifty one percent) of the capital stock of the Holding Company is held by Nafin
(the “Public Offer”).


 


2.                                      Appointment of Directors, Statutory Inspectors,
Committees and Officers.


 


2.1                                 First General Ordinary Shareholders
Meeting of the Holding Company.  The
Shareholders of the Holding Company agree to hold a general ordinary shareholders
meeting no later than 5 (five) days following the date on which the second
payment of the Share Package is made in terms of Section 2.5 of the Stock
Purchase Agreement (the “Shareholders Meeting”) in order to pass the following
resolutions, among others mentioned in this Agreement:


 


2.1.1                        Accept the resignations presented by the current
members of the Board of Directors and by the statutory inspectors of the
Holding Company and release them from any liability which they may have
incurred in the performance of their duties;


 


2.1.2                        Appoint, in terms of the provisions of Section 2.2
below, the persons who shall constitute the Board of Directors of the Holding
Company as of such date under this Agreement;


 


2.1.3                        Appoint the statutory inspectors of the Holding
Company and, as the case may be, their respective alternates, pursuant to the
By-laws of the Holding Company, and the


 


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members of the Acquisitions and Agreements Committee
and of the Auditing Committee;


 


2.1.4                        Call a meeting of the Board of Directors to:


 


(i)                                     appoint the persons who shall constitute
the Operating Committee in terms of the provisions of Section 2.2.2
below, as well as the Delegate of the Auditing Committee. The appointment
referred to in this Section 2.1.4. may be postponed by agreement of
Nafin and the Strategic Partner, but in no event for a term exceeding 30  (thirty) calendar days;


 


(ii)                                  approve of the Administrative Chart and
instructions to the Executive Committee for the establishment thereof; and


 


(iii)                               appoint the persons who shall occupy the position of
General Director and those who shall occupy the first two hierarchical levels
of the Service Company reporting to the General Director in terms of the
provisions of Section 2.4 below;


 


2.1.5                        Resolve the compensation issue corresponding both to
the members of the Board of Directors of the Holding Company and to the members
of the Board of Directors of the Service Company and the Concession Companies,
as provided for in Section 2.5;


 


2.1.6                        Revoke any powers-of-attorney previously granted by
the Company and grant any powers of attorney that may be deemed convenient; and


 


2.1.7                        Approve the Business Plan and delivery of instructions
to the Board of Directors, the Operating Committee and the General Director for
the performance thereof.


 


2.2                                 Management of the Airport Group. 
The Holding Company shall be managed by a Board of Directors and an
Operating Committee, as well as by the administrative organization referred to
in Exhibit “3” hereto.


 


2.2.1                        Board of Directors.  Subject to
the provisions contained in 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 constituted by at least 9 (nine) and
up to 11 (eleven) directors and their alternates, as determined by the
Shareholders Meeting.  Any shareholder or
group of shareholders holding Shares representing 10% (ten percent) of the
capital stock shall be entitled to appoint a director and his respective
alternate.  In addition, Series “BB”
shareholders shall be entitled to appoint 3 (three) directors and their
alternates (the “Series “BB” members”). 
During the period between the date of execution of this Agreement and
the Public Offer, the parties agree that the Board of Directors of the Holding
Company shall be formed by 9 (nine) members, 3 (three) of them appointed
by Series “BB” shareholders and 6 (six) by Nafin. As to the appointment of
directors by Nafin, Nafin shall make such appointment as instructed by the SCT,
in terms of the provisions of the trust referred to in Recital II.2 of this
Agreement; in any case, two (2) such members must be appointed by
mutual agreement with the Strategic Partner and must be individuals not
belonging to the federal public administration. In the event that Nafin and the
Strategic Partner fail to reach an


 


8





















 


agreement regarding the appointment of the said 2
(two) members, they shall be appointed by the SCT for a term of one year
complying with the same requirement of independence from the federal public
administration.


 


The Board of Directors and the Series “BB”
Members shall have the authority and rights provided for in Sections 2.2.1.1
and 2.2.1.2 below:


 


In the appointment of the persons who must substitute
the current directors of the Holding Company, those persons having recognized
experience and no conflict of interest with the Airport Group shall be taken
into consideration.


 


Once the Public Offer has been carried out and subject
to the provisions contained in the By-laws of the Holding Company, as soon as
the members of the Board of Directors have been appointed by the minorities and
by the Series “BB” Shareholders, the shareholders meeting, at the proposal
of the Committee of Nominations and Compensations, shall appoint the number of
additional directors that may be necessary to maintain an odd number of members
with the understanding that, in any case, it shall appoint at least one member.  The appointment of the members, not
individually but as a group, shall be approved by a majority vote of the
shareholders present at the respective meeting.


 


2.2.1.1  Authority
of the Board of Directors.  The Board
of Directors shall have the following authority:


 


(i)                         Approval of the financial statements of
the Airport Group and submission thereof to the shareholders meeting of the
Holding Company;


 


(ii)                      Approval of the five year master
development program and the amendments thereto;


 


(iii)                   Approval of the business plan and budget of annual
investments;


 


(iv)                  Approval of capital investments outside the annual
budget approved for each fiscal year;


 


(v)                     Approval of the sale of fixed assets, jointly or
severally exceeding the amount of $2,000,000.00 U.S. Dollars (Two Million U.S.
Dollars);


 


(vi)                  Proposals to the shareholders for the purpose of
increasing the capital stock of the Holding Company;


 


(vii)               Proposals of increases to the capital stock of the
subsidiaries of the Holding Company;


 


(viii)            Approval of any sale of shares representing the
capital stock of the subsidiaries of the Holding Company;


 


(ix)                    Acquisition of shares representing the capital stock
of companies;


 


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(x)        Approval of and amendment to the
administrative structure of the Airport Group;


 


(xi)       Establishment of new committees and
delegation of authority thereto or modification of the authority of the
existing committees;


 


(xii)      Removal of the General Director for duly
justified causes;


 


(xiii)     Contracting of any debt either through
direct credits or leases, exceeding $5,000,000.00 U.S Dollars (Five Million
U.S. Dollars) annually or exceeding the level of indebtedness set forth in the
annual business plan;


 


(xiv)    Submission, and approval, of the dividend
policy, at the meeting of shareholders of the Holding Company;


 


(xv)     Appointment of the members of the
Operating Committee, of the Auditing Committee and of the Acquisitions and
Agreements Committee, provided that the Series “BB” Members shall be
entitled to appoint 3 (three) members of the Operating Committee, and the
number of members of the Auditing Committee and the Acquisitions and Agreements
Committee that represent 20% (twenty percent) of the total members;


 


(xvi)    Exercise of the general powers of attorney
of the Holding Company in compliance with its corporate purpose; and


 


(xvii)   In the event the Board of Directors does
not approve any of the proposals of the Operating Committee under Section 2.2.2
below, it shall request to such Committee that the above mentioned proposals be
submitted to the Board of Directors for their approval once any observations by
the Board have been included therein.


 


2.2.1.2  Rights
of the Series “BB”.  In
accordance with the By-laws of the Holding Company, the Series “BB” shareholders
have the following special rights:


 


2.2.1.2.1                              The appointment of 3 (three) members of
the Board of Directors and their alternates;


 


2.2.1.2.2                              The appointment of one statutory
inspector and his alternate;


 


2.2.1.2.3                              Veto right on the following resolutions:


 


(i)                                     approval of financial statements;


 


(ii)                                  liquidation or advance dissolution of the
Holding Company;


 


(iii)                               amendment of the By-laws of the Holding
Company;


 


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(iv)                              increases or reductions in the capital
stock of the Holding Company;


 


(v)                                 declaration and payment of dividends;


 


(vi)                              mergers, reverse mergers or share
split-offs;


 


(vii)                           granting or modification of special
rights of the Series “BB”; and


 


(viii)                        any decision contrary to the decisions of
the Board of Directors referred to in Section 2.2.1.2.4 below.


 


2.2.1.2.4                              The Members of Series “BB” shall
have the following rights:


 


(i)                                     To appoint and remove the General
Director and one half of the senior officers ;


 


(ii)                                  To appoint 3 (three) of the members of
the Operating Committee and their alternates and the number of members of the
Auditing Committee and Acquisitions and Agreements Committee and their
alternates that represent 20% (twenty percent) of the total members;


 


(iii)                               Determination on the Operating Committee
as to its formation with persons not belonging to the Airport Group, members of
the Board of Directors of the Holding Company or officers of the Airport Group;


 


(iv)                              The decisions referred to in paragraphs
(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xiii) and
(xiv) of Section 2.2.1.1 above shall require the favorable vote of
the Series “BB” Members.


 


2.2.2                        Operating Committee.  The Holding
Company shall have an Operating Committee which shall be formed by officers of
the Service Company or persons other than them, as determined by the Series “BB”
Members. The Operating Committee shall be formed by 6 (six) members and the Series “BB”
Members shall appoint 3 (three) of the members of the Operating Committee and
their alternates, provided that one of the regular members of such Operating
Committee is appointed by the Series “BB” Members shall be the General
Director, who shall act as Chairman of such Committee and shall have a deciding
vote in the event of a tie. The Operating Committee shall have the following
functions and authority:


 


1.                                       Preparation and submission of the
business plan and annual investment program to the Board of Directors of the
Holding Company.


 


2.                                       Preparation and submission of the
dividends policy to the Board of Directors of the Holding Company.


 


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3.                                       Preparation and submission of the Master
Development Program and the amendments thereto to the Board of Directors of the
Holding Company.


 


4.                                       Proposal to the Board of Directors of the
Holding Company of the administrative and corporate structure of the Airport
Group.


 


5.                                       Proposal to the Board of Directors of
alliances and associations with third parties regarding the Principal Line of
Business.


 


6.                                       Exercise of the voting right of the
shares representing the capital stock of the subsidiaries of the Holding
Company.


 


7.                                       Determination of the management system
for the subsidiaries of the Holding Company, including the designation of the
Airport Administrator of each of the Assigned Airports.


 


8.                                       Approval of Investments within the
Principal Line of Business, outside the annual budget and below $2,000,000.00
U.S. Dollars (two million dollars, lawful currency of the United States of
America), in the understanding that the respective acquisitions must be subject
to the procedures established in the By-laws of the Holding Company.


 


9.                                       Determination of the labor policies and
proposals to the Board of Directors as to personnel other than the first level
of management reporting to the General Director.


 


2.3                                 Determination of the members of the
Committees.  In the terms of the provisions of the By-laws
of the Holding Company, the Shareholders Meeting shall determine the number of
persons who shall constitute the Nominations and Compensations, Auditing and
Acquisitions and Agreements Committees, same who shall be appointed by the
Board of Directors in the terms of Section 3.1.4 below. The
Nominations and Compensations Committee shall begin operations once the Public
Offer is carried out.


 


2.4                                 Appointment of Officers. 
Subject to the provisions of the By-laws of the Holding Company, the
Participation Agreement and the Technical Assistance Agreement, the Airport
Group shall have the organizational structure indicated in Exhibit “3”
hereto. Both the General Director and the area directors shall be employees of
the Service Company and shall be elected pursuant to the following:


 


2.4.1                        Proposals of the Strategic Partner. 
As provided for in the Public Call, the Strategic Partner submitted the
Administrative Chart as part of its technical offer for the acquisition of the
Share Participation. The Strategic Partner, through the vote of the Series “BB”
Members, shall appoint the General Director and the officers that shall hold
one half of the positions of the senior administration level of the Airport
Group in accordance with the Administrative Chart. Therefore, it shall appoint
the persons that shall hold the following positions:


 


(i)                                     General Director;


 


(ii)                                  Director of Administration and Finance;


 


12





















 


(iii)                               Commercial Director; and


 


(iv)                              Technical-Operations Director.


 


2.5                                 Compensations to Directors. 
Pursuant to the provisions of the By-laws of the Holding Company, once
the Public Offer has been carried out, the Committee of Nominations and
Compensations shall propose to the Shareholders Meeting the compensations
corresponding to the directors appointed by the Shareholders of the Holding
Company according to the terms of Section 2.2.1 above.


 


2.6                                 Exercise of the Voting Right at the
Shareholders Meeting.  In order to comply with the provisions of
this Section 2., the Shareholders of the Holding Company shall
exercise the voting right corresponding to them according to the terms of
the By-laws of the Holding Company, in the understanding that the Trustee shall
exercise the voting right on the Share Package and the Optional Shares, as set
forth in the Trust Agreement. The Trustee shall grant any proxies that may be
required in terms of the provisions of the Trust Agreement.


 


3.                                      Meetings of the Board of Directors.


 


3.1                                 Meeting of the Board of Directors. 
The Shareholders of the Holding Company agree to make their best efforts
to cause the directors appointed in terms of Section 2.2.1 above to
hold a Meeting of the Board, no later than 15 (fifteen) calendar days following
their appointment (the “Meeting of the Board”), in order to pass resolutions on
the following matters:


 


3.1.1                        Compensations to the Officers. 
According to the terms of the provisions of the By-laws of the Holding
Company, the Board of Directors must resolve on the compensations corresponding
to the officers appointed by the Shareholders of the Holding Company pursuant
to Section 2.5 above, after the proposal made to that effect by the
Operating Committee. In the event that the proposal made by the Operating
Committee is rejected by the Board of Directors, the same shall be submitted to
the Shareholders Meeting where Nafin shall vote in favor thereof.


 


3.1.2                        Adoption of the Business Plan. 
The Board of Directors shall adopt the Business Plan and in the event
that the proposal made by the Operating Committee is rejected by the Board of
Directors, such proposal shall be submitted to the shareholders meeting of the
Holding Company where Nafin shall vote in favor thereof.


 


3.1.3                        Instruction to the Operating Committee and officers of
the Airport Group.  In order to initiate the preparation of the
Master Development Program as set forth in each Concession title and in the
Guidelines of the Master Development Program established in Exhibit “2”
to this Agreement, the following shall be carried out:  Once the Master Development Program has been
prepared, it shall be submitted to the Board of Directors for approval. In the
event that the proposal made by the Operating Committee is rejected by the
Board of Directors, such proposal shall be submitted to the shareholders
meeting of the Holding Company where Nafin shall vote in favor thereof, unless
the Master Development Program fails to comply with the Guidelines of the
Master Development Program.


 


13





















 


3.1.4                        Appointment, according to the terms of the provisions
of the By-laws of the Holding Company, of the persons who shall constitute the
Operating, Auditing, and Acquisitions and Agreements Committees.


 


4.                                      Business
Plan.


 


4.1                                 Approval of the Business Plan. 
The Shareholders of the Holding Company agree that in addition to the
matters mentioned in Section 3.1, the Board Meeting shall review
and approve the Business Plan and the Master Development Program. Likewise, the
Shareholders of the Holding Company shall instruct the Board of Directors
appointed in terms of Sections 2.2.1 above, the Operating
Committee and the General Director, to carry out any acts as may be required,
without any further resolution of the Shareholders of the Holding Company, so
that both the Business Plan and the Master Development Program are complied
with in every respect.


 


4.2                                 Level of Indebtedness. 
The parties agree that the Airport Group shall have a level of
indebtedness not to exceed a ratio of 50/50 of total debt/total net worth;


 


5.                                      Obligations of Nafin (in
its capacity as trustee).  During the period from the date of execution
of this Agreement to the date of the Public Offer of at least  51% (fifty-one percent) of the capital stock
of the Holding Company, Nafin agrees that pursuant to instructions received
from THE SCT (in terms of the provisions of the trust agreement mentioned in
recital II.2 of this Agreement), it shall vote in the same manner in which the Series “BB”
shares are voted with respect to the following matters and in accordance with
the rules hereinafter established:


 


5.1                                 Approval of the Business Plan and
delivered business plans and annual budget, provided it complies with and is
adjusted to the Master Development Program in force.


 


5.2                                 Approval of the dividends policy,
provided (i) the level of indebtedness established in Section 4.2 above
has not been exceeded and (ii) the above mentioned debt is used only to
fund new investments pursuant to the Concessions and the requirement of up to
two months of working capital pursuant to the approved budget.


 


5.3                                 Approval of the Five Year Master
Development Program of each Concession Company and amendments thereto.


 


5.4                                 Approval of the Administrative Chart of
the Holding Company reported to the General Director and amendments thereto.


 


6.                                      Public Offer of Shares.


 


6.1                                 Public Offer of Shares. 
Within a maximum term of 4 (four) years from the date of the
Participation Agreement, Nafin shall carry out in the domestic and foreign
securities markets, one or more public offers or any other type of placement
among the public under the applicable legislation in each jurisdiction, that
jointly represent at least 36% (thirty-six percent) of the Shares of the
Holding Company which are owned by it on such date, only if the market
conditions are adequate to carry out such sale.


 


14





















 


In any case, the Strategic Partner must support Nafin
in anything that be requested by the latter in order to carry out the public
offer of the Shares of the Holding Company in terms of the Participation
Agreement.


 


6.2                                 Purchase Option. 
In the event that Nafin fails to carry out the public offer of at least
36% (thirty-six percent) of the Shares representing the capital stock of the
Holding Company, Nafin promises to sell in favor of the Strategic Partner a
number of shares equal to 36% (thirty six per cent) of the capital stock of the
Holding Company (the “Additional Shares”), outstanding at that time (without
considering the Portion of Shares pending exercise under the Option Agreement)
in the terms and conditions set forth below:


 


6.2.1.                     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 reduced, as the case may be, by an amount equal to the amount of dividends
paid in cash or in shares by the Holding Company to Nafin as from the date of
execution of this Agreement.


 


6.2.2                        The Strategic Partner shall have a term 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 6.1.
above is not carried out, in order to notify Nafin in writing (the “Purchase
Notice”) of its wish to exercise the purchase right set forth in Section 6.2
above, in the understanding that such purchase right shall be terminated in the
event that the Purchase Notice is not submitted within the above mentioned
term.


 


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


 


6.2.4                        In the event that the Strategic Partner has submitted
a Purchase Notification to Nafin, the Strategic Partner must pay the price to
Nafin in dollars, currency of the United States of America, or in pesos at the
exchange rate effective on the date of payment 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, no later than 60 (sixty) business
days after the date of receipt by Nafin of the Purchase Notice.


 


6.2.5                        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)                                     In a term of 5 (five) years from the date
of acquisition of the Additional Shares, it shall dispose of and place in the
domestic and international securities markets, through one or several public
offers or other type of placement among the public pursuant to the legal
provisions applicable in each jurisdiction, the shares representing at least
36% (thirty-six percent) of the capital stock of the Holding Company, in which
case Nafin shall be


 


15





















 


entitled
to sell in the same public offer(s) a portion of Shares equal to those placed
by the Strategic Partner.


 


(ii)                                  Nafin shall be entitled to sell its
Shares in the securities market through a public offer at any time from the
date of execution of this Agreement, and notwithstanding the fact that the
Strategic Partner has acquired the Additional Shares, it shall continue to be
bound under Section 6.1 above upon Nafin’s request. In the event
that Nafin places its Shares in the securities markets, the Strategic Partner
must sell its participation in the Additional Shares in such Public Offer,
provided that the sale price per Share (considering any dilution) is equal to
or greater than the exercise and acquisition price of the Additional Shares in
Dollars at the exchange rate on the date of acquisition thereof, plus interest
equal to 5% (five percent) per year. In the event that, under favorable market
conditions, the Strategic Partner fails to comply with the obligation set forth
in paragraph (i) above and this paragraph, the Strategic Partner shall
contribute the Shares that it owns 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 to vote such Shares in the same manner as the
vote of the majority of the capital stock of the Holding Company, unless the
price of the public offer is less than the acquisition price of the Additional
Shares in dollars at the exchange rate on the date of acquisition 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 be extended for an
indefinite term 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 6.1 above,
determining, by common agreement, the percentage of shares that may be offered
in the securities market. In any case, Nafin and the Strategic Partner shall
participate in such offer with the sale of Shares in equal parts.


 


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


 


6.2.6                        The Share Package and the Optional Shares, as the case
may be, shall be kept in the Trust to guarantee only the permanence obligations
provided for in Sections 2.4 and 2.4.2 of the Participation Agreement,
therefore amending the trust Agreement in order for the Strategic Partner to be
entitled to instruct the Trustee as to the manner in which the Share Package
must be voted as a whole.


 


7.                                      Dividends


 


Pursuant to the By-laws of the Holding Company, as
long as the Shares are quoted in any national or international stock exchange,
the net profits of each year shall be distributed in the manner proposed by the
Board of Directors to the shareholders meeting of the Holding Company, based on
the proposal of the Operating Committee, it being understood that in any


 


16





















 


case Nafin must vote in
favor of the proposal of the Operating Committee, abiding by what is
established in Section 5.2 above.


 


8.                                      Default.


 


8.1                                 Events of Default. Any party shall immediately inform the
other parties of the existence of any event of default and of any act, omission
or circumstance that may provoke an event of default or any other breach of any
of the clauses of this Shareholders Agreement. Any events of default defined as
Events of Default under the Participation Agreement shall be deemed as an “Event
of Default” under this Agreement, in which case, the defaulting party shall
have the remedies set forth in the Participation Agreement for that purpose.


 


9.                                      Term.


 


9.1                                 This Agreement shall be in force as of
the date when the Strategic Partner pays in its entirety the price of the Share
Package to the Federal Government under the provisions of the Purchase and Sale
Agreement and shall continue to be in force until its termination pursuant to
the following: This Agreement shall be terminated: (i) immediately after
at least 51% (fifty-one percent) of the Shares are placed among the public in a
domestic or international securities market, or in both; or (ii) in the
event that the Strategic Partner acquires the Additional Shares pursuant to the
provisions of Section 6.2 above; or (iii) in the event that
the parties agree so in writing.


 


10.                               Resolution of Controversies.


 


10.1                           Arbitration Rules. 
For the construction of this Agreement and for the resolution of any
controversy that may arise therefrom, the Parties expressly and irrevocably
submit themselves to the arbitration proceeding regulated by the arbitration rules (the
“Arbitration Rules”) of the International Chamber of Commerce, Mexican chapter
(“ICC”); therefore, any controversy that may arise from, or in connection with,
this Agreement, and any alleged default, termination or validity thereof (“Controversy”),
must, upon request of any of the parties delivered in writing to the other
parties (an “Arbitration Request”), be definitively resolved by arbitration,
substantiated pursuant to the Rules of Arbitration of the ICC, except for
any special rules established in this Section 9.(1) which
may modify the Arbitration Rules.


 


10.2                           Arbitration Proceeding. 
The arbitration proceeding shall be carried out, and the award shall be
issued in Mexico City, Federal District, United Mexican States, in the Spanish
language. The arbitration proceeding shall be conducted before three neutral
arbitrators, pursuant to that which is set forth below. The Strategic Partner
shall appoint one arbitrator and the Federal Government and Nafin, by common
agreement, shall jointly appoint another arbitrator within 15 (fifteen) days
following the date of an Arbitration Request, in the understanding that all
arbitrators shall be of Mexican nationality. The two appointed arbitrators
shall appoint the third arbitrator by common agreement in a term not to exceed
15 (fifteen) days following the designation of the last of the first two
arbitrators. The arbitrators shall appoint from among them the arbitrator who
shall act as chairman of the arbitration court, within 5 (five) days following


 










(1)           Translator’s
Note:  The original Spanish document
refers to “Section 9”; however, the correct reference is Section 10.


 


17





















 


the date of the last of such appointments. If any
appointment of the arbitrators is not made within the terms herein set forth,
the ICC shall make such appointment upon request of any of the parties. The
arbitrators must be able to read, write and fluently speak both the English and
Spanish languages, and must be experts in the matter in question. The hearings
shall be carried out no later than 20 (twenty) Business Days and the award must
be issued no later than 60 (sixty) Business Days, after the date of appointment
of the third arbitrator.


 


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


 


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


 


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


 


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


 


10.7                           Successors, Assignees, etc. 
The arbitration agreement referred to in this Section 9(2) shall
be mandatory for any successors, assignees and any trustee, liquidator or
receiver of each party.


 










(2)           Translator’s
Note:  The original Spanish document
refers to “Section 9”; however, the correct reference is Section 10.


 


18





















 


11.                               Miscellaneous.


 


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


 


To the Strategic Partner:


 


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

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

Col. Lomas de Chapultepec

11000 Mexico, D.F.


 


Attention:  Mr. Jaime
de la Rosa Montes


 


To the Federal Government:


 


Secretaría de Comunicaciones y Transportes

Av. Xola y Universidad

Col. Narvarte

México, D.F.


 


Attention: General Legal Department


 


To Nafin:


 


Insurgentes Sur 1971 Torre 4

Col. Guadalupe Inn, C.P. 01020

México D.F.


 


Attention: 
General Trust Delegate


 


To the Trustee:


 


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

Camino a Santa Teresa No. 1679

Planta Baja, Ala Sur

Col. Jardines del Pedregal

01900 México D.F.


 


Attention: 
Trust Delegate


 


19





















 


To the Holding Company:


 


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

Av. 602 No. 161

Col. San Juan de Aragón

15620 México, D.F.


 


Attention: 
General Manager


 


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


 


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


 


11.3                           Confidentiality.


 


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


 


11.3.2 
Notwithstanding the provisions of Section 11.3.1, 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 carried out 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
disclosure by such party, or (iii) such information has been generally
available on a non-confidential basis prior to disclosure thereof by one party.


 


11.3.3 
Notwithstanding the above, the Federal Government may publicly disclose
the execution of this Agreement, the Participation Agreement and the
Transaction Documents and provide any information as may be requested by the
competent authorities and, as the case may be, the Congress of the Union, and
also include such


 


20





















 


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, with a prior
notice to the Ministry in that respect.


 


11.3.4  No party
shall disclose Confidential Information or information owned by such party 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 11.3.


 


11.4                           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.


 


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


 


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


 


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


 


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


 


11.9                           Integration. 
Except as otherwise specifically provided for herein, this Agreement
supersedes any prior agreements between the parties in connection with the
purpose of this Agreement, and it is the intention of the parties that it be
the final expression and the complete and exclusive statement of their
agreement with respect to the purpose of this Agreement.


 


21





















 


This Agreement is signed at 2:30 P.M. on the date
first above written, with the agreement of all the parties thereto, in Mexico
City, Federal District.


 


	
  AEROPUERTOS
  MEXICANOS DEL PACIFICO,

  S.A. DE C.V.

  	
   

  	
  NACIONAL
  FINANCIERA, S.N.C.,

  TRUST DEPARTMENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Jaime de la
  Rosa Montes

  	
   

  	
  By: Antonio
  Cárdenas Arroyo

  
	
  Title: Legal
  Representative

  	
   

  	
  Title: General
  Trust Delegate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANCO NACIONAL
  DE COMERCIO

  EXTERIOR, S.N.C., TRUST DEPARTMENT

  	
   

  	
  FEDERAL GOVERNMENT,
  THROUGH THE

  MINISTRY OF COMMUNICATIONS AND

  TRANSPORTATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: Carlos
  Flores Salinas

  	
   

  	
  By: Aarón
  Dychter Poltolarek

  
	
  Title: Trust
  Delegate

  	
   

  	
  Title:
  Undersecretary of Transportation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GRUPO AEROPORTUARIO DEL PACIFICO, S.A. DE C.V.

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Jorge
  Lanz de la Isla

  
	
   

  	
  Title:

  	
    Legal
  Representative

  
									



 


22





















 


Exhibit 1


 


BY-LAWS
OF THE HOLDING COMPANY

(See Exhibit 3.1 to this Form F-1)


 


23





















 


Exhibit 2


 


GUIDELINES
FOR THE MASTER DEVELOPMENT PROGRAM


 


In addition to the documentation presented in this Exhibit “2”,
the eight volumes that constitute the technical offer presented by the
shareholders of the Strategic Partner during the Bidding Process, are also an
integral part of these guidelines.  A
certified copy of said technical offer is in the possession of the Ministry of
Communications and Transportation and another is in the
possession of the Strategic Partner.


 


24





















 


Exhibit 3


 


ADMINISTRATIVE
CHART


 


25





















 


Exhibit 4


 


BUSINESS
PLAN


 


26