Exhibit
1.1





GRUPO AEROPORTUARIO DEL
CENTRO NORTE, S.A.B. DE C.V.





BYLAWS





Name; Corporate Purpose;
Domicile; Nationality; Duration





ARTICLE
ONE. Name.





The name
of the Company is Grupo Aeroportuario del Centro Norte, which will in all
instances be followed by the words “Sociedad Anónima Bursátil de
Capital Variable”or
their abbreviation, “S.A.B. de
C.V.”With respect to matters
not contemplated in these bylaws, the company will abide by the provisions of
the Securities Market Law (Ley
del Mercado de Valores), the provisions issued in accordance with such
law by the corresponding authorities and supplementary by the provisions of the
General Law of Business Corporations (Ley General de Sociedades
Mercantiles).








ARTICLE
TWO. Corporate
Purpose.





The
Company’s purpose is:





1. To
acquire, as founder or through acquisitions, shares of or interests or
participations in privately- or state-owned companies engaged in the management,
operation (including the provision of aeronautical, complementary, commercial
and construction services) and/or development of civilian airports pursuant to
the Airport Law and its Regulations; to participate in the capital stock of
companies engaged in the provision of all types of services; to vote, as a group
and in the same manner, as prescribed by these bylaws or as directed by the
Board of Directors, the shareholders’ meeting or any other person authorized by
these bylaws to issue such a directive, any shares of stock of any other company
owned thereby; and to sell, transfer or dispose of any such shares,
participations or other securities in accordance with the applicable
law.





2. To
receive from any other Mexican or foreign entity, company or individual, and to
provide to any company in which it may hold any interest or participation or to
any other entity, company or individual, any services required to achieve its or
their purposes, including, without limitation, any industrial, administrative,
accounting, marketing or financial consulting services associated with the
management, operation, construction and/or development of airports.





3. To
apply for and obtain, by any means, directly or through its subsidiaries,
concessions and permits to manage, operate, build and/or develop airports,
provide airport development services or conduct other related activities,
including, without limitation, storage and other activities to supplement or
improve its service offerings, and grant guaranties in respect of such
concessions and permits. Subject to the applicable law and the terms of the
relevant concessions, the Company may also receive, directly or through its
subsidiaries, the proceeds from the use of any civilian airport infrastructure,
the execution of any agreement, the provision of any service or the conduction
of any business activity. The Company may also provide merchandise handling,
storage and custody services at bonded facilities in the manner prescribed by
the applicable law and subject to any necessary concessions or authorizations.
The Company may also provide, coordinate, direct, supervise and/or render
merchandise loading, unloading and handling services as provided by the
applicable law.





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4. To
obtain, acquire, use, transfer and grant or secure licenses in respect of all
types of patents, invention certificates, registered trademarks, trade names,
copyrights or any rights associated therewith, whether in the United Mexican
States or abroad.





5. To
obtain all types of secured and unsecured loans or credit facilities, and to
grant loans to any association, company, entity or individual in which it holds
more than 50% (fifty percent) of the capital stock with voting rights or which
is otherwise under its control (as such term is defined in Article
Six).





6. To provide all types of collateral
and guaranties in respect of any credit instrument issued or obligation assumed
thereby or by any entity in which it holds more than 50% (fifty percent) of the
shares of stock with voting rights or which is otherwise under its control (as
such term is defined in Article Six).





7. To issue, subscribe, accept and
endorse all types of credit instruments, including secured and unsecured
debentures.





8. To issue unsubscribed shares of any
series of stock, which will be maintained as treasury shares for their delivery
upon subscription, and to enter into option agreements with third parties
providing for the right to subscribe and pay for any such shares. The Company
may also issue unsubscribed shares pursuant to Article 53 and other related
provisions of the Securities Market Law.





9. To maintain, hold, sell, transfer,
dispose of or lease all types of assets, personal and real property and rights
thereto as may be necessary or convenient to achieve its corporate purpose or
the purpose of any association or company in which it holds an interest or
participation.





10. Generally, to carry out and execute
any related, incidental or ancillary activities, agreements and transactions
that may be necessary or convenient to achieve the abovementioned
purposes.





ARTICLE THREE. Domicile.





The Company’s domicile is Mexico City,
Federal District. However, it may establish offices, agencies or branches in any
other jurisdiction within the Mexican Republic or abroad and designate
contractual addresses without any such circumstance constituting a change of
domicile.





ARTICLE FOUR. Nationality.





The Company’s nationality is Mexican.
Any foreign person who may upon incorporation of the Company or at any time
thereafter acquire an interest or participation therein, will be considered as
Mexican in respect of any shares or rights acquired therefrom, of any assets,
rights, concessions, participations or interests held by the Company or of any
rights and obligations arising from any agreement to which the Company is party,
and will be deemed to have agreed not to invoke the protection of its own
government under penalty, in the event of violation of such agreement, of
forfeiting in favor of the Mexican government any rights or property acquired
thereby.





ARTICLE FIVE. Duration.





The duration of the Company’s corporate
existence is indefinite.





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Capital Stock;
Shares





ARTICLE SIX. Capital
Stock.





The Company’s capital is variable. The
minimum fixed portion of the Company’s capital, which may not be withdrawn, is
$4,408,446,926.75 (four billion four hundred eight million four hundred forty
six thousand nine hundred twenty six pesos 75/100 Mex.Cy.) and is represented by
352,675,000 (three hundred fifty two million six hundred seventy five thousand)
fully subscribed and paid-in Class I shares of common stock, no par value,
issued in registered form. The variable portion of the Company’s capital is
unlimited and will be represented by such number of Class II shares of common
stock, no par value, issued in registered form and with such other
characteristics as the shareholders’ meeting that approves the issuance of such
shares may determine. The shares of both classes of stock will be divided into
two series, as follows:





1, Series B shares. Series B shares may
be held by any person, including any individual, company or entity considered as
a foreign investor pursuant to Article 2 of the Foreign Investments Law;
and





2. Series BB shares. Series BB shares
are subject to no ownership restrictions, are issued pursuant to Article 112 of
the General Law of Business Corporations and may be held by any person,
including any individual, company or entity considered as a foreign investor
pursuant to Article 2 of the Foreign Investments Law. Pursuant to Article 112 of
the General Law of Business Corporations, Series BB shares are subject to the
following provisions:





(a) Holders of the Series BB shares
have the right to elect, by majority of votes, three (3) members of the Board of
Directors and their alternates, who will have the special rights and powers
provided in these bylaws. The special rights conferred by these bylaws to the
holder of the Series BB shares or the directors elected thereby, including,
without limitation, the rights set forth in Articles Eighteen, Nineteen and
Forty Four will cease upon termination of the Technical Assistance and
Technology Transfer Agreement referred to in subparagraph (c) below without need
to amend these bylaws, provided that such agreement is validly terminated in
accordance with its terms and conditions;





(b) Series BB shares may only be
transferred after conversion into Series B shares in accordance with Article
Eleven hereof, unless (i) such shares are acquired by the Federal Government, a
decentralized entity of the federal public administration or a state-owned
company, or (ii) such shares are transferred to a Related Person who is not an
individual and who satisfies the requirements set forth in Section 3.2 of the
public bidding notice and guidelines relating to the Company’s shares, published
in the Official Gazette of the Federation on December 17, 1999, prior 15
(fifteen) days’ notice to the Ministry of Communications and Transportation
evidencing the satisfaction of such requirements, and





(c) Notwithstanding subparagraph (b)
above, Series BB shares may be converted into Series B shares after 15 (fifteen)
years from June 8, 2000, the date of execution of the Technical Assistance and
Technology Transfer Agreement between the Company and the holder of the Series
BB shares (the “Strategic Partner”), provided that the extraordinary
shareholders’ meeting, by the affirmative vote of at least 51% (fifty one
percent) of the Series B shares not held by the Strategic Partner or its Related
Persons, (i) approves such conversion, and (ii) resolves not to renew the
Technical Assistance and Technology Transfer Agreement. However, if following
the expiration of such 15 (fifteen) year period the Strategic Partner were to
hold, directly or indirectly, less than 7.65% (seven point sixty five percent)
of the Company’s capital in the form of Series BB shares, such shares must be
converted into Series B shares.





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For purposes of these bylaws, Related
Person means, with respect to any person: (i) any
individual or corporation directly or indirectly controlling, controlled by or
under common control with such person, as the case may be; (ii) any person
having the capacity to determine the business policies of such person; (iii) in
the case of an individual, an individual having a blood or civil kinship in
direct line within and including the fourth degree with such person; (iv) with
respect to the Company, the Strategic Partner; and (v) with respect to the
Strategic Partner, its shareholders and their respective Related Persons (as
such term is defined elsewhere in this paragraph) or any party to the operating
agreement pursuant to which the Strategic Partner fulfills its obligations under
the Technical Assistance and Technology Transfer Agreement.





For purposes of the preceding
paragraph, “control” means: (a) the ownership, directly or indirectly, of 20%
(twenty percent) or more of the capital stock with voting rights of a person;
(b) the right to elect the majority of the members of the Board of Directors or
officers of a person; (c) the ability to veto resolutions that could otherwise
be adopted by the majority of a person’s shareholders, or a person’s right to
approve any resolution that could, in accordance with the law, otherwise be
approved by the ordinary shareholders’ meeting; or (d) the existence of
commercial relations representing 15% (fifteen percent) or more of a person’s
total consolidated annual revenues.





In addition, in the event of
termination of the Technical Assistance and Technology Transfer Agreement, the
Series BB shares will be automatically converted into Series B
shares.





Foreign persons may not directly or
indirectly own at any time more than 49% (forty nine percent) of the Company’s
capital stock unless the National Commission of Foreign Investments issues a
resolution pursuant to Article 19 of the Airport Law and Article 8 of the
Foreign Investment Law, authorizing foreign investors to hold more than such 49%
(forty nine percent).





The Company may issue unsubscribed
shares of any class of stock, which will be maintained as treasury shares for
their delivery upon subscription. Any Class II shares held in the Company’s
treasury, in respect of which the Company may have granted any subscription and
payment options, will be converted into Class I shares upon exercise of such
options and payment of such shares by the option holders and, accordingly, the
minimum fixed portion of the Company’s capital will be automatically increased
and the Board of Directors, within 30 (thirty) days following the exercise of
such options, will call a general extraordinary shareholders’ meeting to amend
this Article Six so as to reflect the new amount of the minimum fixed portion of
the Company’s capital as a result of the exercise of such options. The Company
may also issue unsubscribed shares pursuant to Article 53 of the Securities
Market Law.





All shares confer equal rights and
obligations to all holders within each series. All provisional and definitive
stock certificates must satisfy the requirements set forth in Article 125 of the
General Law of Business Corporations, may represent one or more shares, must be
signed by a director elected by the holders of the Series B shares and a
director elected by the Series BB shares, and must contain a transcript of this
Article, as well as of Articles Ten, Eleven, Twelve, Thirteen and Fourteen
hereof.





With respect to any shares deposited
with a securities deposit institution, the Company may deliver to such
institution multiple stock certificates or a single stock certificate
representing all or a portion of the shares of the relevant issue so deposited.
In such event, the certificates representing such shares will bear the legend
“for deposit with” the relevant securities deposit institution and will not need
to state the name, address or nationality of the actual holder. If the Company
and the securities deposit institution so agree, the Company may issue stock
certificates without dividend coupons. In such event, pursuant to the Securities
Market Law the deposit certificates issued by such institution will serve as
dividend coupons. The Company must issue all definitive stock certificates
within 180 (one hundred eighty) calendar days from the date of approval of the
relevant issue or exchange.





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ARTICLE SEVEN. Registration.





The Company will have a share registry
that may be maintained by the Company itself or by a Mexican credit institution
or an authorized securities deposit institution acting as Registrar on its
behalf. All subscriptions, acquisitions and transfers of shares must be recorded
in such registry. The share registry must contain the name, address and
nationality of the Company’s shareholders and their transferees. Pursuant to the
Securities Market Law, so long as the Company’s shares are listed on any stock
exchange, the share registry must be updated annually based upon the records and
information maintained by the securities deposit institution with which such
shares are deposited.





The share registry will be closed
during the period from the third business day preceding any shareholders’
meeting until and including the date of such meeting, and no transaction will be
recorded therein during such period.





Pursuant to Articles 128 and 129 of the
General Law of Business Corporations, and Articles 290, 293 and other related
provisions of the Securities Market Law, only those persons listed on the share
registry will be recognized as shareholders by the Company.





ARTICLE EIGHT. Cancellation of the
Registration.





So long as the Company’s shares are
registered with the National Securities Registry pursuant to the Securities
Market Law and the regulations issued by the National Banking and Securities
Commission, if the Company decides to cancel such registration or if the
National Banking and Securities Commission orders such cancellation, the Company
will be required to conduct a public tender offer to purchase such shares in
accordance with the procedure set forth in Article 108 of the Securities Market
Law.





Upon completion of such tender offer,
the Company will be required to create a trust with a term of at least six
months, with amounts sufficient to purchase, at the same offering price, all the
shares held by investors not participating in the tender offer.





Any person(s) who may exercise the
control of the Company as of the date of the tender offer will be jointly liable
for the compliance of the provisions contained in the foregoing
Article.





The tender offer will also be subject
to Articles 96, 97, 98 sections I and II, and the first paragraph of Article
101, of the Securities Market Law.





Not earlier than 10 (ten) business days
prior to the offering date, the Board of Directors, based upon the opinion of
the Corporate Practices Committee, will prepare and disclose to the public,
through the applicable stock exchange, an opinion regarding the offering price
and any conflicts of interests on the part of the directors in connection with
the tender offer. The opinion of the Board of Directors may be accompanied by
the opinion of an independent expert retained by the Company.





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The Company, based upon its financial
condition and prospects and subject to the prior authorization of the Board of
Directors based upon an opinion from the Corporate Practices Committee duly
supported by the opinion of an independent expert, may apply for authorization
from the National Banking and Securities Commission to determine the offering
price in accordance with a different method, stating in its application the
reasons that justify the establishment of a different offering
price.





The amendment of the foregoing Article
will require the affirmative vote of at least 95% (ninety five percent) of the
shares entitled to vote in connection therewith at an extraordinary
shareholders’ meeting.





ARTICLE NINE. Repurchase of
Shares.





Subject
to the prior authorization of the Board of Directors, the Company may choose to
repurchase its own shares or any securities representing such shares, without
being subject to the prohibition contained in the first paragraph of Article 134
of the General Law of Business Corporations, provided that:





1. The acquisition must be carried out
through the Mexican Stock Exchange;





2. The acquisition and, as the case
may, resale of such shares must be carried out through the Mexican Stock
Exchange at their market price, unless a public offer or auction has been
authorized by the National Banking and Securities Commission;





3. The purchase price must be charged
either to the stockholders’ equity, in which case the shares acquired will be
held by the Company for its own account without any requirement to adopt a
reduction in capital stock, or to the paid-in capital, in which case such shares
will be converted to unsubscribed shares without any requirement for shareholder
consent. The Company may convert any shares acquired pursuant to this Article
Nine to unsubscribed shares. In either case, the Company must disclose the
amount of its paid-in capital together with the amount of its authorized capital
that is represented by unsubscribed shares.





4. The general ordinary shareholders’
meeting shall determine the maximum amount of resources to be used in the fiscal
year for the repurchase of shares or other securities representing such shares,
provided that the aggregate amount of resources that may be used for such
repurchases may not exceed the aggregate amount of the Company’s net profits,
including any retained earnings.





5. The Company may not be delinquent on
payments due on any outstanding debt issued by it that is registered with the
National Securities Registry; and





6. Any acquisition or resale of the
Company’s shares or other securities representing such shares must be in
conformity with the percentage requirements of Article 54 of the Securities
Market Law, and must not result in a default with the registration maintenance
requirements imposed by any stock exchange on which such shares or securities
are listed.





The repurchased shares or other
securities representing such shares, and the unsubscribed shares issued by the
Company, may be placed among the public without any requirement for shareholder
or Board of Directors consent. For purposes hereof, the provisions of Article
132 of the General Law of Business Corporations will not be
applicable.





So long as the shares are held by the
Company, they may not be represented or voted at any shareholders’ meeting and
will not confer any corporate or financial rights or be considered as
outstanding for purposes of the calculation of the quorum and voting
requirements at shareholders’ meetings.





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Entities controlled by the Company may
not acquire, directly or indirectly, any shares of the Company’s stock or other
securities representing such shares. The foregoing prohibition is not applicable
to the acquisition of Company shares through mutual funds.





The provisions of this Article Nine are
extensive to any acquisition or sale of derivatives or options whose underlying
securities are shares of the Company’s stock and which are payable in kind,
except that the acquisition or transfer of such instruments will not be subject
to subparagraphs (1) and (2) hereof.





The acquisition or sale of any Company
shares pursuant to this Article Nine, the reports required to be submitted to
the shareholders’ meeting in connection therewith, the provisions applicable to
the disclosure of information regarding such transactions, and the manner and
terms in which such transactions must be notified to the National Banking and
Securities Commission, the Mexican Stock Exchange and the public, will be
subject to the regulations issued by the National Banking and Securities
Commission.





ARTICLE TEN. The ownership of shares of
the Company’s capital stock by any person will not be subject to any percentage
restrictions other than those set forth in the applicable law and these
bylaws.





ARTICLE ELEVEN. Transfer of Series BB
Shares.





Series BB shares may only be
transferred after conversion into Series B shares of the relevant class of
stock, provided that so long as the Technical Assistance and Technology Transfer
Agreement between the Company and the Strategic Partner remains in effect, any
such transfer will be subject to the following rules: (i) 51% (fifty one
percent) of the Series BB shares will not be transferable until after seven (7)
years from the date of acquisition thereof (the “Seven-Year Waiting Period”);
and (ii) up to 49% (forty nine percent) of the Series BB shares will be
transferable at any time. After the Seven-Year Waiting Period, holders of the
Series BB shares may transfer annually up to one eighth of the aforementioned
51% (fifty one percent). Holders of the Series BB shares may transfer or
otherwise dispose of, at any time and without any restriction, up to 49% (forty
nine percent) of the shares held thereby directly or indirectly.





Subject to the restrictions set forth
in the preceding paragraph, any holder of Series BB shares who may wish to
convert such shares into Series B shares in anticipation to their transfer, must
give notice of such circumstance to the Board of Directors. The Board of
Directors, within 15 (fifteen) business days from such notice, will exchange the
relevant share certificates.





ARTICLE TWELVE. Public Tender
Offers.





So long as the Company’s shares are
listed on any stock exchange, if the applicable law provides for a voluntary or
mandatory public tender offer for the purchase of shares, such offer will be
conducted as follows:





1. Any person intending to acquire or
attain by any means, directly or indirectly, 30% (thirty percent) or more of the
Company’s capital through a single transaction or a series of related
transactions of whichever nature, must carry out such acquisition through a
public tender offer in accordance with the applicable law and the following
rules:





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(a) The offer must be made in respect
of all series of shares representing the Company’s capital;





(b) The offering price must be
identical for all classes or types of shares;





(c) The offer must be made in respect
of (i) the percentage of the Company’s capital represented by the shares to be
purchased, or 10% (ten percent) of the Company’s total capital, whichever is
greater, so long as the buyer’s aggregate interest following the offering does
not convey thereto the ability to control the Company, or (ii) 100% (one hundred
percent) of the Company’s shares if the buyer intends to acquire the control of
the Company;





(d) The offering documents will
indicate the maximum number of shares subject matter thereof and, if applicable,
the minimum number of shares that must be purchased as a condition for the
completion thereof;





(e) The buyer may not pay, deliver or
provide to any person or group of persons related to the recipients of the
offer, any consideration that includes a premium or overprice additional to the
offering price. The prohibition contained in this subparagraph (e) will not be
applicable to any consideration associated with the execution of any agreement
in connection with the offering (including, without limitation, any assignment,
termination or other agreement between the Company and the Strategic Partner by
reason of any agreement in effect between them), pursuant to which a person is
subject to affirmative or negative covenants in favor of the buyer or the
Company, provided that such agreement has been approved by the Board of
Directors based on the opinion of the Audit Committee and disclosed to the
public.





2. The conduction of a public tender
offer pursuant to paragraphs (1) above or (3) below must be approved by a
majority of the members of the Board of Directors elected by the holders of each
separate series of the Company’s capital stock.





3. If the buyer intends to acquire the
control of the Company through a public tender offer pursuant to paragraph 1
above, the Board of Directors’ approval process will be subject to the
provisions of Section IV of the Securities Market Law applicable to
shareholders’ meetings and shareholder rights, to the extent that such
provisions do not conflict with the provisions of this Article Twelve. For
purposes hereof:





(a) The buyer must inform the Company,
through the Board of Directors, of the terms and conditions pursuant to which it
intends to conduct the offering (the “Offering Notice”);





(b) The Board of Directors, immediately
upon receipt of the Offering Notice, will (i) file notice of the occurrence of a
relevant event with the Mexican Stock Exchange in accordance with the applicable
law, and (ii) forward the Offering Notice to all the shareholders;





(c) The Board of Directors must issue
an opinion, based on the opinion of the Corporate Practices Committee, with
respect to (i) the offering price or other applicable consideration, (ii) the
other terms and conditions of the tender offer, and (iii) any conflicts of
interest that the members of the Board of Directors may have in connection
therewith;





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(d) The opinion of the Board of
Directors pursuant to subparagraph (c) above may be accompanied by the opinion
of an independent expert retained by the Company;





(e) The Board of Directors will make
available to the public, through the Mexican Stock Exchange, the opinions
referred to in subparagraphs (c) and (d) above within three (3) months from the
receipt of the Offering Notice, and





(f) The members of the Board of
Directors and the Chief Executive Officer must disclose to the public, together
with the opinions referred to in subparagraphs (c) and (d) above, their decision
concerning the shares of stock of the Company owned by them.





If the Board of Directors approves the
offering terms and conditions, the buyer will be required to obtain, prior to
the commencement of such offering, authorization (whether express or implied)
from the Ministry of Communications and Transportation (the “SCT”) in connection
with the change in control.





Pursuant to Article 23 of the Airport
Law, and exclusively for purposes of the preceding paragraph, it will be deemed
that a person or group of persons will acquire the control of the Company if
upon completion of the offering such person or group of persons will own 35%
(thirty five percent) or more of the Company’s capital, have the ability to
determine the outcome of any decision adopted by the general shareholders’
meeting, have the power to elect a majority of the members of the Board of
Directors or otherwise control the Company.





If the Board of Directors approves the
offering terms and conditions, the buyer will be required to carry such other
actions as may be necessary in connection therewith, including, without
limitation, obtaining any necessary governmental authorizations and giving any
notices required by law.





For purposes of this Article Twelve,
the Company will cooperate with the buyer to any extent necessary in order to
give such notices.





4. If prior to the commencement of the
offering, the holders of the Series BB shares express interest in participating
therein (which expression of interest will not constitute an obligation to
subsequently participate in the offering), then the commencement of the offering
will be conditioned upon obtaining any necessary authorizations from the SCT and
any authorizations necessary to replace a shareholder of the Strategic Partner
in such shareholder’s capacity as Mexican Partner or Airport Partner, as the
case may be.





Notwithstanding the provisions
contained in the foregoing Article, no public tender offer will be necessary in
the event of:





1. Any
acquisition or transfer of shares through succession, either by will, bequest or
other causa mortisprovision or instrument;





2. Any
increase in a shareholders’ ownership interest as a result of a decrease in the
number of shares outstanding after a repurchase or redemption of
shares;





3. Any
increase in a shareholder’s ownership interest as a result of the subscription
by such shareholder of any shares issued in connection with a capital increase,
in proportion to the number of shares previously owned thereby pursuant to
Article 132 of the General Law of Business Corporations;





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4. Any
acquisition of shares by the Company or its subsidiaries, by any trust created
by the Company or its subsidiaries, or by any other person controlled by the
Company or its subsidiaries; or





5. Any
acquisition of shares by (a) any person who controls the Company, (b) any entity
controlled by the person referred to in (a) above, (c) any heir of the person
referred to in (a) above, (d) any direct predecessor or successor of the person
referred to in (a) above, or (e) the person referred to in (a) above, if such
person is repurchasing shares from any of the entities referred to in (b) above
or from any of the predecessors or successors referred to in (c) and (d)
above.





ARTICLE
THIRTEEN. Capital Increases and Decreases.





Except
for the decrease of the Company’s capital pursuant to Article Nine hereof, any
decrease or increase in the minimum fixed portion of the Company’s capital must
be approved by an extraordinary shareholders’ meeting, subject to the provisions
of these bylaws and the General Law of Business Corporations.





Any
increase or decrease in the variable portion of the Company’s capital must be
approved by an ordinary shareholders’ meeting in accordance with the voting
requirements set forth in these bylaws. The minutes of such meeting must be
notarized but need not be registered with the Public Registry of
Commerce.





Pursuant
to Article 53 and other related provisions of the Securities Market Law, the
Company may issue and hold within its treasury any unsubscribed shares for their
subsequent placement through a public offering, provided that (i) the general
extraordinary shareholders’ meeting will approve the maximum amount of the
corresponding capital increase and the conditions for the placement of such
shares, (ii) such shares must be subscribed through a public offering subject to
their prior registration with the National Securities Registry, in each case in
accordance with the Securities Market Law and its regulations, and (iii) the
Company must disclose the amount of its paid-in capital together with the amount
of its authorized capital represented by unsubscribed shares. The preemptive
rights set forth in Article 132 of the General Law of Business Corporations will
not be applicable in the event of a capital increase for purposes of conducting
a public offering.





Pursuant
to Article 132 of the General Law of Business Corporations, in the event of an
increase of the Company’s capital stock, shareholders will have a preemptive
right to subscribe and pay for new shares issued as a result of such increase in
proportion to their interest at the time, unless the new shares (a) are issued
for placement in accordance with Article 53 of the Securities Market Law, (b)
are issued as a result of the Company’s merger, (c) are issued for purposes of
making an in-kind distribution, (d) are issued in connection with the
capitalization of the Company’s liabilities, or (e) are issued as unsubscribed
shares for the conversion of convertible debentures pursuant to Article 210-Bis
of the General Law on Negotiable Instruments and Credit
Transactions.





The
Company may increase its capital in the events set forth in Article 116 of the
General Law of Business Corporations, and such capital increases may be paid for
in cash or kind or through the capitalization of liabilities, reserves or other
items of the stockholders’ equity. Share certificates have no par value and,
accordingly, pursuant to Article 53 and other related provisions of the
Securities Market Law, and Article 210-Bis of the General Law of Negotiable
Instruments and Credit Transactions, there will be no need to issue new share
certificates as a result of a capital increase through the capitalization of
subscription premiums, retained earnings or valuation reserves, except as
otherwise directed by the shareholders’ meeting that approves such capital
increase.





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No new
shares may be issued until all previously issued shares are paid in
full.





The
preemptive right to subscribe and pay for new shares issued as a result of a
capital increase pursuant to the foregoing Article, must be exercised within 15
(fifteen) business days after the publication of the notice of the corresponding
shareholder resolution in the Official Gazette of the Federation and in one of
the newspapers of greater circulation in the Company’s domicile.





Notwithstanding
the above, if all shares of the Company’s stock were duly represented at the
relevant shareholders’ meeting, the aforementioned 15 (fifteen) day term will
run from the date of such meeting and the shareholders will be deemed to have
received notice of the relevant resolution as of such date. In such event, no
notice will need to be published.





All increases in the variable portion
of the Company’s capital must be recorded in the Capital Variations Registry
maintained thereby.





Holders of shares representing the
variable portion of the Company’s capital will not be entitled to exercise the
withdrawal rights otherwise provided by Article 220 of the General Law of
Business Corporations.





Capital decreases may be approved in
order to offset losses, reimburse shareholder contributions, release such
shareholders from any unsatisfied share payment obligations, or any other
purpose set forth in Article 206 of the General  Law of Business
Corporations. Decreases in the minimum fixed portion of the Company’s capital
must be approved by a general extraordinary shareholders’ meeting, will be
subject to the amendment of Article Six hereof and, unless approved solely to
offset any losses, will be subject to the satisfaction of the requirements set
forth in Article 9 of the General Law of Business Corporations.





Capital decreases approved in order to
offset losses or reimburse shareholder contributions will be allocated pro rata
among the fixed and variable portions and both series of shares of the Company’s
capital. If unanimously approved by the shareholders, capital reductions in
order to reimburse shareholder contributions may be allocated pursuant to other
basis or solely among those shareholders who may elect to receive such
reimbursements.





The
Company’s capital may in no event be decreased below the minimum fixed amount
thereof, and any decrease in the variable portion of the Company’s capital must
be recorded in the Capital Variations Registry maintained thereby.





ARTICLE
FOURTEEN. Acquisition
of Shares by Subsidiaries.





Subsidiaries
and other entities controlled by the Company may not, directly or indirectly,
hold any shares representing the capital stock of the Company or any entity of
which the Company is a subsidiary, except that subsidiaries may acquire shares
of stock of the Company for distribution to their or the Company’s officers or
employees pursuant to an stock option or stock purchase plan in conformity with
the Securities Market Law.








Board of
Directors





ARTICLE
FIFTEEN. Composition.





The
management of the Company will be entrusted to a Board of
Directors.





The Board
of Directors will at all times consist of at least 11 (eleven) directors,
provided that the number of directors must at all times be an uneven number and
at least 25% (twenty five percent) of the directors must be independent in terms
of Article 24 of the Securities Market Law and the regulations issued by the
National Banking and Securities Commission.





11





Pursuant
to Article 50, Section I of the Securities Market Law, any holder or group of
holders of Series B shares representing 10% (ten percent) of the Company’s
capital will have the right to elect one member of the Board of Directors.
Holders of Series BB shares will have the right to elect three (3) members of
the Board of Directors and their alternates, subject to the provisions contained
in Article Six of these bylaws. The directors elected by the minority
shareholders may only be removed if all other directors are also
removed.





The
election of the members of the Board of Directors by the shareholders will be
subject to the following rules:





The members of the Board of Directors
will be designated or ratified, as the case may be, by a proposal of the Board
of Directors, during the Annual Shareholders Ordinary Meeting called to inform
of the approval of the report referenced under article 172 of the General Law of
Business Corporations.





The members of the Board of Directors
will remain in their position for a period of one year, with the following
exceptions: (i) death
or disability of the Director; (ii) resignation of the
Director; (iii) the
appearance of an impediment in accordance with the applicable law; or (iv) when it is so approved by
51% (fifty one percent) of the shareholders’ ownership interest gathered at the
applicable Shareholders’ General Ordinary Meeting, with exclusion of the three
directors that the holders of the Series BB shares are entitled to
appoint.  The directors will continue to remain in office for up to 30
(thirty) days after the expiration of their terms or their resignation if their
successors have not been appointed or taken office, and in such event they will
not be subject to Article 154 of the General Law of Business
Corporations.





Under any of the cases referred to
under items (i) to (iii) of the previous paragraph, the position of Director
will be held by an individual named by the Board of Directors as temporary
designated Director, or the Shareholders’ Annual Ordinary Meeting is held to
ratify the temporary Director or it designates a new Director to enter in his
substitution until the end of the term of such Director.  Should one
of the cases referred to under items (i) to (iii) of the previous paragraph
apply to the temporary Director, the Board of Directors will designate a
temporary Director in his substitution that will remain in office until the next
Shareholders’ Annual Ordinary Meeting meets to ratify or designate the new
Director that would substitute said temporary Director until the end of the term
of the Director that is no longer part of the Board of Directors.





Shareholders’
meetings held to appoint the members of the Board of Directors will first
appoint the directors designated by (i) any holder or group of holders of Series
B shares representing 10% (ten percent) of the Company’s capital, (ii) the
holders of the Series BB shares, and (iii) if (a) the number of directors so far
appointed is less than eleven, (b) the number of such directors is not an uneven
number, or (c) the number of independent directors represents less than 25% of
the Board of Directors, the shareholders meeting will designate the missing
members by majority of votes.





The
directors and, as the case may be, their alternates, must be of recognized
experience, may or not be shareholders, may be reelected and will receive such
compensations that the Shareholders Meeting, at the recommendation proposed by
the Board of Directors.





Pursuant
to the Securities Market Law, the Company will be required to indemnify the
directors against any damages suffered by them in connection with the
performance of their duties with the Company or any entity under its control or
in which it has a significant influence, except in the event of bad faith,
willful misconduct or unlawful actions on the part of such directors. To such
effect, the Board of Directors may recommend to the shareholders’ meeting the
purchase of insurance or bond policies in the amount necessary to satisfy such
indemnification obligations.





12





ARTICLE
SIXTEEN. Chairman and
Secretary.





The
Chairman of the Board, the Secretary and the Alternate Secretary will be
appointed by majority of votes of the shareholders. In the event of an impasse,
the Chairman of the Board will cast the deciding vote.





The
meetings of the Board of Directors will be presided by the Chairman of the Board
and, in his absence, the Director that the Board of Directors has designated for
the better performance of such meeting.  The Secretary of the Board
will act as secretary of the meetings, in his absence, the Alternate Secretary,
and in the absence of both, the individual designated by the Board to preside
the meeting.





The
Secretary and the Alternate Secretary of the Board of Directors will not be
considered members thereof and will have the duties and obligations set forth in
the Securities Market Law.





The
Chairman of the Board will have the powers and authority set forth in the
applicable laws and these bylaws, or granted thereto by the Board of Directors
or the shareholders’ meeting.





ARTICLE
SEVENTEEN. Powers and
Authority.





In
addition to the provisions under Article Eighteen, the Board of Directors will
have the power to instruct the Chief Executive Officer on the grant or
cancellation of all kinds of general powers of attorney, special powers of
attorney and/or limited powers of attorney of the Company, in favor of one or
more members of the Board of Directors, employees and/or officers of the Company
and or its subsidiaries and, in general, any other third party, having the
capacity to include in said powers of attorney delegation and/or substitution
powers of such.




ARTICLE
EIGHTEEN. Duties.





The Board
of Directors will exercise its powers and authority to fulfill the following
duties:




1.
Determine the overall strategy, annual business plan and investment budget for
the Company and its subsidiaries;




2.
Approve any capital investment not set forth in the approved annual budget for
each fiscal year;




3.
Oversee the operations of the Company and its subsidiaries, taking into
consideration the relative contribution of each such subsidiary to the Company’s
financial, operating and legal condition, and oversee the performance of the
executive officers;





4.
Propose increases to the Company’s capital to the shareholders;





5.
Propose increases to the capital of the Company’s subsidiaries;





6.
Approve, the master development program and any amendments thereto for each of
the airports operated by the Company’s subsidiaries, for submission to the
Ministry of Communications and Transportation;





13





7. The
manner in which the shares held by the Company in its subsidiaries will be
voted;





8. The
Company’s management structure and of the corporations it controls;





9. The
election of the Chief Executive Officer from the candidates proposed by
directors elected by the holders of the Series BB shares pursuant to paragraph
(i) of Article Nineteen hereof;





10. The
removal for cause of the Chief Executive Officer;





11. The
acquisition and transfer by the Company, of its own stock.  No such
approval will be required in connection with (a) the acquisition of shares
and/or other securities issued by mutual funds, or (b) the acquisition of such
stock through mutual funds;





12. Create and remove new committees,
delegate responsibilities thereto and change the responsibilities assigned to
existing committees;





13.
Appoint members of the committee(s) that oversee the functions of the Corporate
Practices Committee and Audit areas, provided that (a) at least one of its
members shall be appointed from those proposed by the members of the Board of
Directors elected by the holders of the Series BB shares pursuant to paragraph
(iv) of Article Nineteen, and (b) such appointments must be made in conformity
with the independency requirements set forth in the Securities Market
Law.





14.
Approve and submit to the shareholders’ meetings, proposals regarding (a) the
Company’s dividend policy, if any, and (b) the use of the Company’s earnings, if
any;





15.
Appoint provisional members of the Board of Directors, without any requirement
for shareholders consent, upon occurrence of any of the events set forth in
Article Fifteen hereof or Article 155 of the General Law of Business
Corporations;





16.
Public tender offers pursuant to Article Twelve hereof.





17.
Approve the presentation at the general shareholders’ meeting held after the end
of each fiscal year, of the following items:





(a) The annual reports of the Audit
Committee and the Corporate Practices Committee;





(b) The annual report given by the
Chief Executive Officer, together with the opinion of the external
auditors;





(c) The opinion of the Board of
Directors on the content of the report submitted by Chief Executive Offices as
described above;





(d) The report referred to in Article
172, paragraph (b), of the General Law of Business Corporations, containing the
main accounting and information guidelines used for the preparation of the
financial information, and





(e) The report on the operations and
activities in which the Board of Directors had intervened pursuant to the
Securities Market Law.





14





18.
Oversee, directly or through the Audit Committee, the main risks to which the
Company and the entities under its control are exposed, identifying such risks
on the basis of the reports submitted by the existing committees for the support
of the Board of Directors, the Chief Executive Officer and the external
auditors, and the accounting, internal control, internal audit, record-keeping
and information systems of the Company and the entities under its
control.





19.
Appoint, remove and determine the duties and responsibilities of the Company’s
internal auditor.





20.
Approve communication policies with regards to providing information to the
shareholders, the market, the directors and the executive officers.





21.
Approve any actions in order to rectify any known irregularity and implement any
corrective measure.





22.
Approve the policies to regulate the terms and conditions subject to which the
Chief Executive Officer will exercise his powers of attorney for acts of
domain.





23.
Instruct the Chief Executive Officer to disclose the occurrence of relevant
events to the public.





24.
Approve, with the prior opinion of the corporate body that conducts the
functions with respect to corporate practices:





(a)           The
policies and guidelines for the use or enjoyment of the goods that are part of
the Company’s patrimony or that of its subsidiaries, by any related
party





(b)           Each
and every transaction between the Company or its subsidiaries and a related
party. The following transactions need not be approved by the Board of Directors
so long as they are carried out in accordance with the guidelines approved
thereby:




(i)
Transactions involving amounts insignificant to the Company or its
subsidiaries,


(ii)
Transactions between the Company and its subsidiaries or other entities under
its control or in which it has a significant influence, provided that such
transactions are carried out within the ordinary course of business, at market
prices and are duly supported by an independent expert’s appraisal,
and


(iii)
Transactions with employees, provided that such transactions are carried out on
the same terms as client transactions or as a result of a general employment
benefit.





(c)           The
authorization for any member of the Board of Directors, executive officer or
person with power of command, to take advantage of business opportunities for
his own benefit or for the benefit of third parties, that originally
corresponded to the Company or to any entity under its control or in which it
has a significant influence, and that exceed the limits set forth in paragraph
25(b) hereof.





(d)           The
overall compensation of the Chief Executive Officer.





(e)           Define
the guidelines for the appointment and compensation of executive officers, which
must be consistent with the guidelines established in the Technical Assistance
and Technology Transfer Agreement referred to in paragraph 2(c) of Article Six
of these bylaws.





15





25.
Approve, prior opinion of the corporate body that conducts the functions with
respect to Audit matters:





(a)           The
financial statements of the Company and its subsidiaries:





(b)           Any
series of simultaneous or successive transactions by the Company or the entities
under its control during any calendar year, which by reason of their nature may
be considered as a single transaction, if such transactions are unusual or
non-recurrent or, based on the financial information as of the end of the
previous fiscal quarter, involve the following:





(i) The
acquisition or sale of assets with a value equal to or exceeding 5% (five
percent) of the Company’s consolidated assets or US$20,000,000.00 (twenty
million U.S. dollars), including the sale of shares of stock of the Company’s
subsidiaries, or





(ii) The
granting of collateral or guarantees, or the assumption of liabilities whether
through direct credits, leases, bonds, debentures or other securities or
otherwise, equal to or exceeding 5% (five percent) of the Company’s consolidated
assets, US$40,000,000.00 (forty million U.S. dollars) or in excess of the
capital/debt ratio set forth in the annual business plan, which must not exceed
a 50/50% (fity/fifty percent) total debt to stockholders equity
ratio.





Such
transactions do not include the acquisition of debt or banking instruments,
provided that such acquisition is carried out in accordance with the guidelines
approved by the Board of Directors;





(c)           The
guidelines for the granting of loans or any type of credits or guarantees to any
related party;





(d)           The
guidelines regarding the Company’s internal controls and internal audits, and
those of its subsidiaries:





(e)           The
Company’s accounting policies, in conformity with the accounting principles, the
financial information norms and the general provisions.





(f)           The
hiring of the Company’s external auditors proposed by the Audit Committee
pursuant to Articles Forty Seven hereof, and, if applicable, any additional or
complementary external auditing services





26.
Approve any resolution with respect to the matters set forth in paragraphs 1, 2,
4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20, 21, 22, 23, 24 a), 24
b), 24 c), 24 e), 25 a), 25 b), 25 c), 25 d), 25 e) and 25 f) of this Article
Eighteen, subject to the consent of the members of the Board of Directors
appointed by the holders of the Series BB shares. If the appointment of
provisional directors pursuant to paragraph 12 hereof relates to a director who
must be appointed by the holders of the Series BB shares, the directors elected
by such shareholders must approve such appointment.





ARTICLE
NINETEEN. Rights of
the Series BB Directors.





The
directors appointed by the holders of the Series BB shares, acting by unanimous
consent, will have the exclusive right to:





(i)
Propose to the Board of Directors the names of the candidates for appointment as
Chief Executive Officer of the Company;





16





(ii)
Propose the removal of the Chief Executive Officer of the Company;





(iii)
Appoint and remove one-half of the first tier officers of the Company pursuant
to the Technical Assistance and Technology Transfer Agreement referred to in
paragraph 2(c) of Article Six hereof and the guidelines approved to such effect
by the Board of Directors in accordance with paragraph 6(j) of Article Eighteen
hereof, and





(iv)
Propose the appointment of at least one member of each of the Company’s
committees, subject to the satisfaction of the independency requirements set
forth in the Securities Market Law.





ARTICLE
TWENTY. Notice of
Meetings.





Notices
of meetings of the Board of Directors must be given in writing by
the  Chairman, the Secretary, 25% (twenty five percent) of the
directors or the chairman of the Audit Committee or Corporate Practices
Committee, and must be delivered to the remaining directors by hand, certified
mail with return receipt requested, facsimile or any other means approved by the
directors, at least five (5) business days prior to the meeting. Notices must
state the matters to be discussed at the meeting and include all necessary
documents with respect thereto. The Board of Directors may discuss and approve
any matter not included in the notice of a meeting if all directors or their
alternates are present at such meeting. No notice will be required if all
directors (or, as the case may be, their alternates) are present at the
meeting.





The
Chairman, the Secretary, any 25% (twenty five percent) of the directors and the
chairman of the Audit Committee or Corporate Practices Committee will be
authorized to include in the agenda for a meeting any matter as they may deem
convenient.





ARTICLE
TWENTY ONE. Board
Meetings.





The Board
of Directors may hold meetings at any time upon notice thereof, but shall hold a
meeting at least once every three (3) months. Meetings of the Board of Directors
may be held in the Company’s domicile or any other place within the Mexican
Republic or abroad, as indicated in the relevant notice, provided that notices
of any meetings held other than in the Company’s domicile must be given by the
Chairman of the Board or at least three (3) directors. If the Chairman of the
Board is not in attendance at any given meeting, such meeting shall be presided
over by the director designated to such effect by the majority of
the  attendants. If the Secretary and Alternate Secretary are not in
attendance at any given meeting, the majority of the directors present will
designate a person to act in such capacity. The minutes of all meetings of the
Board of Directors must be recorded in a book expressly kept for such purpose
and must be signed by the persons acting as Chairman and Secretary of the
meeting.





The Secretary of the Board of Directors
may authorize copies or other evidence of the minutes of any board or
shareholders’ meeting, or of any entries made in the Company’s corporate books
and records.





ARTICLE TWENTY TWO. Conflict of
Interests.





Any member of the Board of Directors,
the Audit Committee and the Corporate Practices Committee, whose interest on a
given matter are in conflict with the Company’s interest pursuant to the
Securities Market Law, must disclose such conflict to the Board of Directors or
such committee prior to the adoption of any resolution thereon, shall withdraw
from the meeting while such matter is discussed, and shall refrain from voting
in connection therewith.





17





The members of the Board of Directors
will be liable for any resolution adopted in connection with the matters
referred in the above paragraph, except in the event set forth in Article 159 of
the General Law of Business Corporations.





ARTICLE TWENTY THREE. Quorum.





Meetings of the Board of Directors will
be duly convened if the majority of its members are present, and its resolutions
will be valid if adopted by the affirmative vote of a majority of the directors,
unless the affirmative vote of a specific director is required pursuant to these
bylaws.





Pursuant to the last paragraph of
Article 143 of the General Law of Business Corporations, the Board of Directors
may validly adopt resolutions without its members being present at a formal
meeting thereof. Resolutions adopted without a meeting must be approved by the
affirmative vote of all the directors or, in the event of disability or
permanent absence of a director, by the affirmative vote of such director’s
alternate, subject to the following provisions:





1. The Chairman of the Board, on his
own initiative or upon the request of any two directors, will give written
notice of any resolution proposed to be adopted without a meeting to all the
directors or, as the case may be, their alternates, describing the reasons that
justify such circumstance. The Chairman of the Board will also provide to all
such persons, upon request, all necessary documents and clarifications. The
Chairman of the Board may request the assistance of the Secretary for purposes
of the delivery of such notices.





2. In the event that all members of the
Board of Directors or, as the case may be, their alternates, give oral
confirmation to the Chairman of the Board or to any director who may be
providing assistance thereto, of their consent for the adoption of the proposed
resolutions, such consent must be confirmed in writing by the directors. Such
written  confirmations shall be immediately delivered to the Chairman
of the Board and the Secretary by any means that may ensure their
receipt.





3. Immediately upon receipt of all the
directors’ written confirmations, the Chairman of the Board and the Secretary
will record in the book of minutes the minutes containing the corresponding
resolutions, provided that such minutes must contain all the resolutions adopted
and must be signed by the Chairman of the Board and the Secretary.


The
minutes shall be dated as of the date on which the written consent of all the
members of the Board of Directors was received.








Directors’
Liabilities





ARTICLE TWENTY FOUR. Duties and Obligations of
the Directors.





The members of the Board of Directors
of the Company, by reason of the acceptance of their appointments, will be
subject to the care and loyalty duties set forth in Articles 29 to 37 and other
applicable provisions of the Securities Market Law.





The liability regime applicable to the
Board of Directors of the Company is set forth in Articles 29 to 40 and other
applicable provisions of the Securities Market Law.





18





Subject to paragraph 24 c) of Article
Eighteen hereof, and considering that directors are appointed by the
shareholders’ meeting, for purposes of the Securities Market Law it shall not be
deemed that a member of the Board of Directors has taken advantage, directly or
indirectly, of a business opportunity that corresponded originally to the
Company or to any entity under its control, if the relevant transaction is
conducted within the ordinary course of business of the Company or any entity
under its control or in which it has a significant influence, and it shall be
deemed, instead, that such director has obtained the requisite authorization
from the Board of Directors.





The
directors’ liabilities to the Company shall be condoned by reason of (i) the
express approval of their performance by the shareholders’ meeting, (ii) the
implicit approval of the statement of financial position by the shareholders’
meeting, or (iii) the execution of shareholder resolutions by the directors in
strict conformity with the instructions received to such
effect.








The
Committees





ARTICLE
TWENTY FIVE. Formation





The Board
of Directors, either directly or through a proposal of the Chief Executive
Officer and for the performance of the responsibilities that these bylaws and
the applicable legislation designate to them, will have the assistance of one or
more committees created for such purpose.  When the Board of Directors
resolves on the creation of a committee, it must determine the rules with
respect of its formation, responsibilities, abilities, functions and related
matters of said committee.





ARTICLE
TWENTY SIX. Oversight





The
oversight of the operations and compliance with the resolutions of the
Shareholders meetings and Board of Directors will be the responsibility of one
or two Committees that perform the Audit and Corporate Practices functions of
the Company, as well as the entity that is responsible for the Company’s
external audit.





ARTICLE
TWENTY SEVEN. Formation and Functions
of the Committees responsible for the Audit and Corporate Practices
Functions.





The
committee or committees responsible for the audit and corporate practices
functions will be conformed exclusively by independent directors and a minimum
of 3 members appointed by the Board of Directors based on a recommendation from
the Chairman of the Board, all of whom must be independent directors. Holders of
the Series BB shares will have the right to propose the appointment of at least
one member.





If the
Company is controlled by a shareholder or group of shareholders representing 50%
(fifty percent) or more of its capital stock, the committee that conduct the
corporate practices functions will be conformed at least by a majority of
independent directors.





Members
of the Corporate Practices and Audit Committees will be appointed for a one-year
term, provided that they will remain in office after the expiration of their
terms or their resignation until their successors have taken office, or for up
to 30 days if their successors have not been appointed or taken
office.





The
President or Presidents of the Corporate Practices and Audit Committees will be
designated and removed exclusively by the Shareholders General Meeting pursuant
to a recommendation from the Chairman of the Board.  In addition, the
individual or individuals that preside the Corporate Practices and Audit
Committee or Committees must abide by the provisions of article 43 of the
Securities Market Law and the other applicable legislation.





19





The
Internal Regulation for each Committee, and its case, their amendments or
additions, must be drafted and proposed by the applicable Committee, for the
approval of the Board of Directors.





The Audit
Committee must meet at least 4 (four) times per year, o with the frequency that
the circumstances of its functions demand it: for its part, the Corporate
Practices Committee will meet when subject matter related to its functions
arises.  Administration officers and the independent auditor will
assist to each working session, where they will participate as guests with a
right of voice and no vote.  The Audit Committee must meet
periodically with the internal auditor and the independent auditor in separate
executive meetings.





ARTICLE
TWENTY EIGHT. Corporate Practices
Functions.





The
Corporate Practices Committee will have as general function overseeing and
decreasing the risk of entering into business for the benefit of a determined
group of shareholders, subject to the authorizations or policies issued by the
Board of Directors; supervise compliance of the Company’s mandatory legal and
securities regulations provisions as well as other functions and
responsibilities that include, among others:





(i)  Call shareholders
meetings in accordance with the terms of the Securities Market Law.





(ii)  Approve the policies
for the use and enjoyment of the assets conforming the Company’s
estate.





(iii)  Prepare its respective
annual report regarding its activities to be submitted to the Board of
Directors, the annual report must include at least the following elements: (a)
observations with respect to the performance of the relevant directors; (b)
transactions with related parties during the period subject of the report; (c)
salary or benefit packages of the Chief Executive Officer and the relevant
directors of the Company; and (d) the waivers granted by the Board of Directors
to a relevant board member, director or individual with authority in accordance
with the terms of the Securities Market Law to take advantage of business
opportunities for his own or for the benefit of third parties, in accordance
with the terms or article Eighteen of these bylaws.  Support the Board
of Directors in the creation of the accounting practices reports.





(iv)  Provide its opinion
with respect to transactions with related parties.





(v)  Authorize a compensation
package for the Chief Executive officer and the policies to determine
compensation for the Relevant Directors.





(vi)  All others contemplated
by the Securities Market Law, the administrative provisions issued in accordance
with such Law in the bylaws or that are requested through a resolutions by the
Shareholders or Board of Directors Meeting.





ARTICLE
TWENTY NINE. Audit
Functions





The Audit
Committee will oversee and supervise the integrity of the financial information
and the accounting, control and registration processes and systems of the
Company and of the entities it controls; supervise the technical capacity,
independence and functions of the entity that conducts the external audit, the
efficiency of the internal controls of the Company and the valuation of
financial risks.  In addition, it will have, among others, the
following functions:





20





1.
Requesting the opinion of independent exports as it may deem convenient for the
adequate performance of its duties or as required by the Securities Market Law
or any applicable regulations.





2.
Calling shareholders’ meetings in accordance with the terms of the Securities
Market Law and requesting the inclusion of any matters in the agenda that are
deemed pertinent.





3.
Overseeing the establishment of internal controls and procedures (including,
without limitation, internal regulations and management controls and procedures)
to ensure that the operations of the Company and the entities under its control
comply with all applicable laws, and implementing compliance verification
procedures.





4.
Informing the Board of Directors of the status of the internal controls and
internal audits of the Company and the entities under its control, including any
deficiencies or deviations.





5.
Preparing the opinions referred to in number 25 of Article Eighteen hereof and
in the Securities Market Law, including, among others, the opinion referred to
in Section IV(c) of Article 28 of the Securities Market Law with respect to the
report submitted by the Chief Executive Officer, based on, among others, the
report of the External Auditor, and forwarding such report to the Board of
Directors for its subsequent submission to the shareholders’ meeting. Such
opinion must indicate, at least:





(a) If
the accounting and information policies and criteria followed by the Company are
adequate and sufficient in light of its particular circumstances;


(b) If
such policies and criteria have been consistently applied in the information
prepared by the Chief Executive Officer, and


(c) If
based on subparagraphs (a) and (b) above, the information prepared by the Chief
Executive Officer reasonably reflects the financial condition and results of
operations of the Company.





6.
Providing assistance to the Board of Directors in connection with the
preparation of the reports referred to in paragraphs 14(d) and (e) of Article
Eighteen hereof.





7.
Ensuring that the transactions referred to in number 24 and 25 of Article
Eighteen hereof and Article 47 of the Securities Market Law, are carried out in
accordance with the provisions thereof and with the policies applicable
thereto.





8.
Requesting reports from the executive officers and employees of the Company or
the entities under its control, for the preparation of financial information or
for such other purposes as it may deem necessary to perform its
duties.





9.
Investigating potential instances of non-compliance with the operating, internal
control and accounting policies and guidelines of the Company and the entities
under its control, based on the review of all evidentiary documents, records or
other materials, to the extent necessary to ensure their
compliance.




10.
Receiving and analyzing recommendations and observations made by the
shareholders, members of the Board of Directors, executive officer, external
auditors or any third party in connection with the matters referred to in
paragraph 9 hereof, and taking the necessary actions.




11.
Establishing and publishing procedures for the receipt, filing and handling of
complaints regarding the Company’s accounting records, internal controls or
audit reports, preserving the confidentiality and anonymousness of any report
concerning questionable accounting or auditing practices filed by the Company’s
employees.





21





12.
Meeting from time to time with the executive officers, and requesting from them
any information as it may deem convenient with respect to the internal controls
and internal audits of the Company and the entities under its
control.





13.
Informing the Board of Directors of any material irregularities encountered
during the performance of its duties and, as the case may be, any corrective
measures taken or proposed to be taken.





14.
Overseeing the execution of the shareholders’ and directors’ resolutions by the
Chief Executive Officer in accordance with the instructions provided thereto by
the shareholders or the directors.





15.
Discussing the financial statements of the Company with the persons responsible
for their preparation and review, and recommending the approval or rejection
thereof to the Board of Directors.





16.
Selecting the External Auditor of the Company and recommending to the Board of
Directors the appointment of such person.





17.
Establishing the procedure for the prior approval of any auditing or other
services to be provided by the independent auditors, and approving beforehand,
in accordance with such procedure, any auditing and other services provided by
such auditors, as required by the applicable laws and regulations of the
jurisdictions where the Company’s shares are listed.





18.
Evaluating the performance of and the reports, opinions and documents prepared
by the organization responsible for the external auditing duties. To such
effect, the Committee may require the presence of the External Auditor, provided
that it will be required to meet with the External Auditor at least once a
year.





19.
Reviewing, together with the External Auditor, the financial information to be
included in the Company’s annual report, including the information contained in
the “Management’s Discussion and Analysis of Results of Operations and Financial
Condition”, and the opinion of such person with respect to the adequateness of
the Company’s accounting principles, the opinions used as a basis for the
preparation of the financial statements, and the transparency of the information
contained therein. The Audit Committee will also discuss with the independent
auditors the results of the annual audit and such other matters required to be
disclosed thereto by such auditors.





20.
Preparing and presenting to the Board of Directors an annual report on its
activities.





21.
Reviewing, together with the independent auditors, any problems or difficulties
encountered by such auditors during the preparation of the annual or other
audit, as well as any communication sent by such auditors to the Company’s
management and the Company’s response to such communication. Such review must
include (i) any limitations imposed on their auditing activities or any obstacle
encountered to obtain access to the necessary information, (ii) any disagreement
with the Company’s management with respect to generally accepted accounting
principles or other matters, and (iii) any material revision to the financial
statements recommended by such auditors and any rejected proposals, irrespective
of their relevance.





22. (i)
Investigating any matter that may come to its attention, enjoying of
unrestricted access to all the books, records, facilities and personnel of the
Company; (ii) maintaining external counsel, external accountants and other
advisors; and (iii) require any officer, employee, independent auditor, internal
auditor, provider of audit services, to attend the meetings of the Audit
Committee or meet with any members or advisors of the Audit Committee. The
Company must provide the Audit Committee with sufficient funds to pay the fees
of its independent auditors and other advisors, and all administrative expenses
incurred by the Audit Committee in connection with the performance of its
duties.





22





23. Such
other duties set forth in these bylaws and the Securities Market
Law.





To
support the functions of the Audit Committee, the Company, through its Board of
Directors, will designate appropriate and required funds for the Committee to
cover the compensation of the external auditor, compensations of hired external
advisors and common administrative expenses incurred by the Committee in
fulfillment of its responsibilities.





ARTICLE
THIRTY. Special
Delegate.





The Audit
Committee will have the ability to hire a specialist, who will have the
necessary authority to ensure the compliance by the Strategic Partner with its
obligations under the Technical Assistance Agreement and inform said
Committee.








Executive
Officers





ARTICLE
THIRTY ONE. Chief
Executive Officer.





The
conduction and execution of the business activities of the Company and the
entities under its control will be entrusted to the Chief Executive Officer,
subject to the strategies, policies and guidelines approved by the Board of
Directors.





To
perform his duties, the Chief Executive Officer will have broad powers of
attorney for acts of administration and lawsuits and collections, including any
special powers requiring a special provision pursuant to the law. In addition,
the Chief Executive Officer will have such powers of attorney for acts of domain
as the Board of Directors may determine pursuant to paragraph 22 of Article
Eighteen above.





Without
prejudice of the above, the Chief Executive office must





1.
Propose to the Board of Directors the business strategies of the Company and the
entities under its control, based on the information provided by
them.





2.
Execute the shareholders’ and directors’ resolutions pursuant to the
instructions received therefrom.





3.
Propose to the Audit Committee the internal control and internal audit
guidelines of the Company and the entities under its control, and implement the
guidelines approved to such effect by the Board of Directors.





4. Sign
and execute, together with the executive directors responsible for its
preparation within the scope of their respective duties, all the relevant
information of the Company.





5.
Disclose to the public, in the manner prescribed by the Securities Market Law,
any relevant events and information required to be disclosed
thereto.





6. Comply
with the provisions applicable to the execution of any transaction involving the
acquisition and placement of the Company’s own shares pursuant to the
instructions of the Board of Directors.





7.
Implement, directly or through an authorized delegate, within the limits of his
authority or as instructed by the Board of Directors, any corrective or
liability action.





8.
Confirm the payment of all capital contributions owed by the
shareholders.





9. Comply
with the provisions set forth in the law and these bylaws in connection with the
payment of dividends to the shareholders.





23





10.
Ensure the maintenance of the Company’s accounting, record keeping and
information systems.





11.
Prepare and present to the Board of Directors the report provided for in Article
172 of the General Law of Business Corporations, except for section (b)
thereof.





12.
Establish internal controls and procedures to ensure that all operations of the
Company and the entities under its control comply with all applicable laws, and
to monitor the results of such internal controls and procedures and take any
necessary actions in connection therewith.





13.
Commence liability actions in the terms set forth in the Securities Market Law
and these bylaws, against any related party or third party for any damages
suffered by the Company, the entities under its control or any entity in which
the Company has significant influence, as a result of their actions, unless the
Board of Directors, based on the opinion of the Audit Committee, shall determine
that such damages are immaterial.





ARTICLE
THIRTY TWO. Executive
Officers.





In order
to adequately perform his duties and satisfy his obligations, the Chief
Executive Officer will seek the assistance of the executive officers or
employees of the Company or the entities under its control that may have been
designated to provide such assistance.





The Chief
Executive Officer and the executive officers will be subject to the provisions
contained in Articles 29, 45, 46 and other applicable provisions of the
Securities Market Law.





ARTICLE
THIRTY THREE. Powers
of the Chief Executive Officer.





The Chief
Executive officer will have the following general powers for the performance of
its functions:





1. Power
of attorney for lawsuits and collections, including all general and those
special powers required to be expressly provided for in accordance with the
law.  Accordingly, pursuant to the first paragraph of Article 2,554
and Article 2,587 of the Federal Civil Code and the equivalent articles of the
civil codes for all other states of the Mexican Republic and the Federal
District, such power will be subject to no restriction whatsoever and will
confer thereto the authority to file and withdraw amparoclaims and criminal
complaints, cooperate with the attorney general’s office, grant pardons in those
instances permitted by the law, to transact, submit to arbitration, ask and
respond to any questions, require judges to excuse themselves, receive payments
and carry out all actions expressly permitted by the law, including representing
the Company before any criminal, civil, fiscal, administrative or labor court or
authority.





2. Power
of attorney for administrative matters pursuant to the second paragraph of
Article 2,554 of the Federal Civil Code and the equivalent articles of the civil
codes for all other states of the Mexican Republic and the Federal District, so
as to carry out the Company’s purpose.





3. Power
of attorney for administrative matters to exercise voting rights over shares,
membership interests or securities or equity interests, the Chief Executive
Officer must have the prior authorization of the Board of Directors to act in
accordance with the policies that the Board determines.





24





4. Power
of attorney for labor related administrative matters pursuant to Articles 692,
786, 866 and 870 and other related provisions of the Federal Labor Law, to
appear before any labor authority during the initial or any subsequent stage of
any labor proceeding to which the Company may be a party or in which it may have
an interest, and ask, formulate and respond to any formal requests of case
positions.





5. Power
of attorney for labor lawsuits and collections pursuant to Articles 2,554 and
2,587 of the Federal Civil code and the equivalent articles of the civil codes
for all other states of the Mexican Republic and the Federal District,
including, without limitation, the authority to represent the Company before all
federal and local courts and authorities generally and, particularly, any
Conciliation and/or Arbitration Board and the Ministry of Labor or any other
labor authority or administrative, criminal or civil court, and authority to
participate in any proceedings arising from any employment or amparoclaims, ask and
respond to any questions, and carry out any other necessary actions as the
Company’s legal representative.





6. Power
of attorney for acts of domain pursuant to the third paragraph of Article 2,554
of the Federal Civil Code and the equivalent articles of the civil codes for all
other states of the Mexican Republic and the Federal
District.  Nonetheless, the performance of such acts of domain by the
Chief Executive Officer will be limited as follows: (a) in the case of the sale of
real estate owned by the Company and shares or membership interests of the
companies controlled by the Company, the Chief Executive Officer must co-sign
with the individuals determined by the Board of Directors or with the prior
authorization of the Board of Directors or the Shareholders Meeting: (b) in the case of the
transactions described under item (c) of section III of article 28 of the
Securities Market Law, with the prior authorization from the Board of Directors:
and/or (c) when the
transaction involves an amount equal or in excess to 20% of the Company’s
stockholder’s equity, with the prior authorization of the Shareholders
Meeting.





7. Power
of attorney to issue, endorse and subscribe credit instruments pursuant to
Article 9 of the General Law on Negotiable Instruments and Credit
Transactions.





8. Power
of attorney to open bank accounts under the Company’s name, withdraw funds
therefrom and designate any authorized signatories.





9.
Ability to grant and delegate general and special powers of attorney, revoke
them and substitute them in whole or in part, in accordance with the powers it
has, expressly including the ability of enabling those individuals to whom it
grants said powers, can, in turn, grant, delegate, substitute or revoke them in
whole or in part in favor of third parties.








Shareholders’
Meetings





ARTICLE
THIRTY FOUR. Types of
Meetings.





Shareholders’
meetings may be general ordinary or extraordinary meetings, or special meetings,
and must be held in the corporate domicile of the Company. General extraordinary
meetings are (i) those called to consider any of the matters set forth in
Article 182 of the General Law of Business Corporations and Articles Forty Three
and Forty Four of these bylaws, (ii) those called to consider the assumption,
directly or indirectly, of any debt, liability or obligation by the holders of
the Series BB shares or their Related Parties, which may result in the
imposition of any limitation to the ability of Company or its subsidiaries to
make any investment not included in the master program or annual business plan
referred to in paragraph 1 of Article Eighteen or the master program or annual
business plan approved for the Company or any of its subsidiaries, including,
specifically, the master development program referred to in paragraph 6(a) of
Article Eighteen of these bylaws, in accordance with Article 38 of the Airport
Law, and (iii) those called to consider the cancellation of the registration of
the Company’s shares in the National Registry of Securities, the Mexican Stock
Exchange or any other domestic or foreign exchange on which such shares are
listed, excluding any quotation system or other market not organized as a stock
exchange. All other meetings are ordinary, except those held to consider any
matter that may affect a particular class or series of shares, in are special
meetings.





25





ARTICLE
THIRTY FIVE. Notices.





Calls for
shareholders’ meetings must be made by the Chairman, the Secretary, any two
directors, the Audit Committee or the Corporate Practices Committee. Any
shareholder or group of shareholders representing at least 10% (ten percent) of
the capital stock has the right to request that the Chairman of the Board of
Directors, the Audit Committee or the Corporate Practices Committee call a
shareholders’ meeting to discuss the matters indicated in the relevant request.
The same right will be available to any shareholder in the events set forth in
Article 185 of the General Law of Business Corporations. If the Chairman of the
Board of Directors, the Audit Committee or the Corporate Practices Committee, as
the case may be, fails to call a meeting within 15 (fifteen) calendar days
following receipt of the request, the relevant shareholder or group of
shareholders may request that the call be made by a competent court with
jurisdiction in the Company’s domicile, provided that such shareholder or
shareholders submit evidence thereto of their share ownerships and their
original request.





The
Chairman of the Audit Committee or, as the case may be, the Corporate Practices
Committee, may request the inclusion of any matter that they may deem convenient
in the agenda for a shareholders’ meeting.





ARTICLE
THIRTY SIX. Publication of Notices for
Meetings.





Calls for
shareholders’ meetings must be published in the Official Gazette of the
Federation or in one newspaper of general circulation in Mexico at least 15
(fifteen) calendar days prior to the date of the meeting. Calls must set forth
the place, date and time of the meeting and the matters to be addressed, and
must be signed by whoever makes them, provided that calls made by the Board of
Directors must be signed by the Chairman, the Secretary or a delegate appointed
by the Board of Directors, and calls made by a committee must be signed by the
Chairman of the relevant committee.





Shareholders’
meetings will be validly held and convened without the need of a prior call
whenever all the shares representing the capital of the Company are duly
represented.


All
information and documents with respect to the matters to be addressed at the
meeting must be made available to the shareholders, free of charge, as of the
date of publication of the call for such shareholders’ meeting.





ARTICLE
THIRTY SEVEN. Admission.





Only
those persons registered on the Company’s share registry as holders of one or
more shares will be admitted to any shareholders’ meeting, provided they have
obtained the necessary admission ticket. The share registry will be closed three
(3) days prior to the date of the meeting.





To be
admitted to any shareholders’ meeting, shareholders must submit the necessary
admission ticket, which will only be issued upon request made not later than on
the business day immediately preceding the date of the meeting, together with a
certificate of deposit of the relevant share certificates issued by the
Secretary of the Company or by a securities deposit institution or a Mexican or
foreign bank in accordance with the Securities Market Law. Shares deposited in
order to be admitted to a shareholders’ meeting will not be returned until after
the relevant meeting, by means of the delivery of the corresponding certificate
to the shareholders or their legal representatives.





26





Members
of the Board of Directors may not represent the shareholders at any
shareholders’ meeting. Shareholders may be represented at any shareholders’
meeting by one or more attorneys-in-fact appointed through a proxy executed
before two witnesses, or through the proxy forms prepared by the Company. Such
proxy forms must include the name of the Company and the matters included in the
agenda for the meeting, provided that the matters referred to in Articles 181
and 182 of the General Law of Business Corporations may in no event be deal with
by the meeting under any item of the agenda referred to as “general matters”,
and must leave room for any instructions as to the manner in which such proxy
shall be exercised. Such proxy forms will be made available to the shareholders
and to any securities intermediary representing any shareholder, within the term
set forth in Article 173 of the General Law of Business Corporations. The
Secretary of the Board of Directors will be required to verify the compliance of
the provisions contained herein and present to the shareholders’ meeting a
report to such effect, and such circumstance will be noted in the minutes of the
relevant shareholders’ meeting.





ARTICLE
THIRTY EIGHT. Minutes.





Minutes
of shareholders’ meetings will be recorded in a special book maintained to such
effect, and must be signed by the Chairman and the Secretary of the meeting and
by any shareholder or attorney-in-fact who may so wish. Pursuant to Article
Thirty Seven hereof, any document evidencing any shareholders’ resolution must
be recorded in the aforementioned book.





ARTICLE
THIRTY NINE. Chairman
and Secretary.





Shareholders’
meetings shall be presided over by the Chairman of the Board or, in his absence,
by the person appointed by a majority of the shareholders present. The Secretary
of the Board of Directors or, in his absence, the Alternate Secretary or, in his
absence, the person appointed by a majority of the shareholders present, will
serve as Secretary of any shareholders’ meeting.





ARTICLE
FORTY. Ordinary
Shareholders’ Meetings.





An
ordinary shareholders’ meeting must be held at least once a year, within the
first four months following the end of each fiscal year. In addition to the
matters indicated in the relevant agenda, the annual ordinary shareholders’
meeting will deal with the following matters: (i) review, approve or modify the
report of the Board of Directors referred to in Article 172 of the General Law
of Business Corporations (excluding the last paragraph thereof) and the report
of any committee; (ii) appoint or reelect the members of the Board of Directors
and, as the case may be, the members of any committee; (iii) determine, based on
a recommendation from the Corporate Practices Committee, the remunerations of
the members of the Board of Directors and, as the case may be, the members of
any committees; and (iv) submit to the shareholders the report provided for in
Article 172 of the General Law of Business Corporations with respect to the
Company, including a report with respect to any company in which the Company
holds a majority of the shares of stock, if the Company’s interest therein
amounts to 20% (twenty percent) or more of the stockholders’ equity according to
the statement of financial position as of the end of the relevant fiscal
year.





27





ARTICLE
FORTY ONE. Written
Resolutions.





Resolutions
with respect to any matter requiring shareholders’ approval must be adopted
without the need to hold a shareholders’ meeting, by unanimous written consent
of all the shareholders that would have been entitled to vote with respect to
such matter had a shareholders’ meeting been held. Any resolution so adopted
will have the same legal effect and consequences as the resolutions adopted
during any shareholders’ meeting. Resolutions may be adopted by unanimous
written consent of the shareholders without need for a call or other formality,
except for the execution of the document evidencing such resolutions by all the
shareholders entitled to vote in connection therewith. All documents
constituting an integral part of such resolutions must be attached to the
relevant file. Resolutions adopted pursuant to this Article must be recorded in
the Book of Minutes maintained by the Company, and must be signed by the
Chairman and the Secretary of the Board of Directors.








Voting at Shareholders’
Meetings





ARTICLE
FORTY TWO. Voting
Rights.





Each
share entitles the holder to one vote at any shareholders meeting.





Any
shareholder or group of shareholders representing at least 10% (ten percent) of
the shares present at a shareholders’ meeting may request that voting on any
matter with respect to which they are not sufficiently informed be postponed,
subject to the terms and conditions set forth in Article 50, Section III, of the
Securities Market Law.





Any
shareholder or group of shareholders representing 20% (twenty percent) of the
Company’s capital may challenge the resolutions adopted at a general
shareholders’ meeting with respect to any matter on which they are entitled to
vote, subject to the provisions of Article 51 of the Securities Market Law and
Articles 201 and 202 of the General Law of Business Corporations.





ARTICLE
FORTY THREE. Quorum.





Ordinary
shareholders’ meetings are regarded as legally convened pursuant to a first call
when at least 50% (fifty percent) of the shares representing the Company’s
capital are present or represented, and the resolutions of such meetings are
valid when approved by the affirmative vote of a majority of the shares present
or represented at the meeting (a “Majority of Votes”). Ordinary shareholders’
meetings convened pursuant to a second or subsequent call are regarded as
legally convened regardless of the number of shares represented, and the
resolutions of such meetings are valid when approved by a Majority of
Votes.





Extraordinary
and special shareholders’ meetings are regarded as legally convened pursuant to
a first call when at least 75% (seventy five percent) of the shares representing
the Company’s capital are represented. Extraordinary shareholders’ meetings
convened pursuant to a second or subsequent notice are regarded as legally
convened regardless of the number of shares represented. Resolutions at
extraordinary shareholders’ meetings convened pursuant to a first or subsequent
notice are valid when approved by the affirmative vote of more than 50% (fifty
percent) of the shares representing the Company’s capital, except that (i)
resolutions with respect to the matters set forth in Article Eight hereof must
be approved by the affirmative vote of at least 95% (ninety five percent) of the
Company’s capital, (ii) resolutions with respect to the matters set forth in
Article Forty Four hereof must be approved by the affirmative vote of at least
95% (ninety five percent) of the Company’s capital of the affirmative vote of a
majority of the Series BB shares, and (iii) resolutions with respect to the
following matters, which are expressly reserved to the extraordinary
shareholders’ meeting and must be approved by the affirmative vote of at least
75% (seventy five percent) of the Company’s capital:





28





1. Any
amendment to these bylaws which changes or deletes the authorities of the
Committees created by the Company and its subsidiaries, or eliminates or
modifies any minority rights;





2. Any
action resulting in the cancellation of the concessions granted by the Federal
Government to the Company or its subsidiaries, or any assignment of rights
arising therefrom;





3.
Termination of the Participation Agreement between the Company and the Strategic
Partner;





4. Any
merger by the Company with an entity the business of which is not directly
related to the principal line of business of the Company and its subsidiaries,
and





5. The
spin-off, dissolution or liquidation of the Company.





ARTICLE
FORTY FOUR. Consent of
the Holders of the Series BB Shares.





So long
as the Series BB shares represent at least 7.65% (seven point sixty five
percent) of the Company’s paid-in capital, the adoption of any resolution with
respect to the following matters by the ordinary or extraordinary shareholders’
meeting will be subject to the affirmative vote of at least 95% (ninety five
percent) of the Company’s capital or a majority of the Series BB
shares:





(i)
Approval of the financial statements of the Company and its
subsidiaries;





(ii) The
Company’s advanced dissolution or liquidation;





(iii) The
increase or decrease of the capital stock of the Company or its
subsidiaries;





(iv) The
declaration and payment of dividends;





(v) The
amendment of the Company’s bylaws;





(vi) Any
merger, spin-off or stock reclassification, consolidation or split;





(vii) The
granting or amendment of any special rights in favor of one or more
series of the Company’s shares;





(viii)
Any resolution that results in the amendment or invalidation of a resolution
validly adopted by the Board of Directors pursuant to the last paragraph of
Articles Eighteen and Nineteen hereof, and





(ix) The
matters set forth in the last paragraphs of Articles Eighteen and Nineteen
hereof.








Withdrawal
Rights





ARTICLE
FORTY FIVE.Appraisal.





Pursuant
to Article 206 of the General Law of Business Corporations, any shareholder will
have the right to withdraw from the Company and request the redemption of its
shares. The redemption of such shareholder’s shares will be effected at the
lower of (i) 95% of the trading price of the shares, determined based on the
average of the prices of the shares on the 30 (thirty) days on which the shares
may have been quoted prior to the effective date of the resolution that prompted
the withdrawal, provided that such 30 (thirty) days are comprised within a six
(6) month period, or if the number of days on which the shares were traded
during such period is less than 30 (thirty), the number of days on which the
shares were traded, or (ii) the book value of the shares pursuant to the balance
sheet as of the end of the fiscal year immediately preceding the year in which
the withdrawal will become effective, as approved by the general ordinary
shareholders’ meeting; provided, that the shareholder must have voted against a
resolution adopted at a shareholders’ meeting with respect to a change in the
corporate purpose, nationality or corporate forma of the Company, or any merger
involving the Company, and that the relevant request if filed within 15
(fifteen) days of such meeting.





29





The
reimbursement amount will be payable by the Company beginning the next day from
the general ordinary shareholders’ meeting that approves the balance sheet for
the year in which the withdrawal will become effective.








Financial
Information





ARTICLE
FORTY SIX. Report of
the Board of Directors.





The Board
of Directors must prepare and present to the shareholders’ meeting held after
the end of each fiscal year, a report containing the financial information
required by Article 172 of the General Law of Business Corporations and Section
3 of Article Twenty Two hereof. Such financial information, together with any
supporting documentation, must be made available to all shareholders upon
request, in the Company’s domicile.





ARTICLE
FORTY SEVEN. External
Auditor.





The Board
of Directors will retain the services of the external auditor proposed by the
Audit Committee.





Any
change or removal of the external auditor will be subject to approval by a
majority of the members of the Audit Committee.





The
Company’s external auditor may be invited to attend the meetings of the Board of
Directors, may participate in any discussions therein, will not be entitled to
vote thereat and must refrain from attending any meeting to consider any matter
in connection with which he may have a conflict of interests or which may
compromise his independent status.








Profits and Losses; Fiscal
Years





ARTICLE
FORTY EIGHT. Profits.





Subject
to the applicable law and the reserves and provisions required thereby, the net
annual profits of the Company will be allocated as follows:





1. Five
percent (5%) will be used to create or increase a legal reserve fund until the
amount thereof equals at least 20% (twenty percent) of the Company’s
capital;





2. The
amounts determined by the shareholders’ meeting will be segregated and used to
create or increase any general or special reserves;





3. The
shareholders’ meeting may elect to create or increase the Company’s working
capital reserve to any extent necessary, and





30





4. The
balance, if any, may be used to pay dividends to the shareholders according to
the amounts, terms and conditions approved by the shareholders’
meeting.





ARTICLE
FORTY NINE. Losses.





The
Company’s losses, if any, will be paid off with any capital reserves and, if
such capital reserves are insufficient, with the paid-in capital or any other
accounting item as the shareholders’ meeting may determine.





ARTICLE
FIFTY. Fiscal
Years.





The
Company’s fiscal year will run from January 1 to December 31 of each year,
except for the year in which the Company is liquidated.








Dissolution and
Liquidation





ARTICLE
FIFTY ONE. The Company will be dissolved in the events set forth in Article 229
of the General Law of Business Corporations.





ARTICLE
FIFTY TWO. Once dissolved, the Company will be liquidated. The liquidation will
be entrusted to one or more liquidators appointed by the shareholders’ meeting.
Pursuant to Article 236 of the General Law of Business Corporations, if the
shareholders’ meeting does not appoint the liquidators, such appointment will be
made by a civil or district judge with jurisdiction in the Company’s
domicile.





ARTICLE
FIFTY THREE Absent specific instructions to the contrary from the Company to the
liquidators, the liquidation will be carried out in accordance with the
following order of priority:





1.
Settlement of all outstanding transactions in the manner that is least
detrimental to the Company’s creditors and shareholders;


2.
Collection and payment of debts;


3. Sale
of the Company’s assets;


4.
Preparation of the final balance sheet, and


5.
Distribution of the remaining assets, if any, to the shareholders in proportion
to their respective interests.





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