**Exhibit 3.3***English Translation for information purposes only*VOTE CASTING AGREEMENT dated as of June 22, 2007 (the “Agreement”) entered into by andamong Aeroinvest, S.A. de C.V. (“Aeroinvest”), represented by Mr. Pedro Martínez Becerril,Aéroports de Paris Management, S.A. (“ADPM”), represented by Mr. Nicolas Claude, Serviciosde Tecnología Aeroportuaria, S.A. de C.V. (“SETA”), represented by Mr. Manuel de la TorreMeléndez, Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria, in its capacity astrustee (“Bancomext”), represented by Mr. Carlos Flores Salinas, and Banco J.P. Morgan,S.A., Institución de Banca Múltiple, J.P. Morgan Grupo Financiero, División Fiduciaria, in itscapacity as trustee of the trust F/00456 (“JP Morgan Trustee”), represented by CarlosManuel López Cedeño, in accordance with the following Representations and Clauses:REPRESENTATIONSEach party hereto, through its representative, hereby represents that:1. It is a corporation duly organized and validly existing in accordance with the laws of thejurisdiction of its incorporation, and has full power and authority to execute this Agreementand to carry out the transactions contemplated hereby. 2. Its representative has sufficient power and authority to execute this Agreement on itsbehalf, as evidenced by the powers of attorney attached hereto, which have not been revoked,modified, amended or rescinded in any manner whatsoever and are in full force and effect as ofthe date hereof. 3. In the case of Bancomext (i) it is authorized to provide trustee services pursuant to itsby-laws, its Organic Law and the Law of Credit Institutions, (ii) it is acting as trusteeunder a Trust Agreement dated June 14, 2000, entered into by SETA (formerly named OperadoraMexicana de Aeropouertos, S.A. de C.V.), Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.(formerly named Grupo Aeroportuario del Centro Norte, S.A. de C.V.) (“GACN”) andBancomext, and (iii) on June 19, 2007, it received instructions from SETA to enter into thisAgreement. 4. In the case of JPMorgan Trustee (i) it is authorized to provide trustee services pursuant toits by-laws and the Law of Credit Institutions, (ii) it is acting as trustee under anIrrevocable Trust Agreement No. F/00456, dated as of June 15, 2007, between Aeroinvest, assettlor and second beneficiary and JP Morgan Trustee as trustee (the “TrustAgreement”), which text in effect is attached hereto as Exhibit 1. 5. It is in its best interest to enter into this Agreement under the terms and conditions setforth herein pursuant to Article 16 VI d) of Mexico’s Securities Market Law (*Ley del Mercadode Valores*). 6. The execution, delivery and performance of this Agreement by it and the consummation of thetransactions contemplated herein, are within its
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**Exhibit 3.3***English Translation for information purposes only*  corporate powers, have been duly authorized by all necessary corporate action, and do notcontravene (i) its by-laws, (ii) any applicable law or (iii) any contractual restrictionbinding or affecting such party. 7. No authorization or approval or other action by, and no notice to or filing before, anygovernmental authority or regulatory body or any third party is required for the dueexecution, delivery and performance by it of this Agreement. 8. It is a shareholder of GACN. 9. It will comply with the terms of this Agreement.NOW THEREFORE, in consideration of the foregoing, the receipt and sufficiency of which are herebyacknowledged, the parties hereto each hereby consents to the following:CLAUSES**FIRST**. Capitalized terms used but not otherwise defined herein, shall have the meaningsgiven to such terms in the Trust Agreement.**SECOND**. Pursuant to Article 16 VI d) of Mexico’s Securities Market Law (*Ley del Mercado deValores*), each party hereto hereby agrees to vote all of the shares or other interest in GACN(“GACN Shares”) which it may hold at any time directly or indirectly (and cause all GACNShares under its control or with respect of which it may provide instructions or decide the way oftheir vote, to be voted) in all ordinary and extraordinary shareholders meetings of GACN always asa block in the same manner as SETA decides to vote the GACN Shares it holds, directly orindirectly, in GACN; provided, however, that (i) as provided for in ClauseFourteenth of the Trust Agreement as currently in effect, upon receipt by JP Morgan Trustee of aDefault Notice (*Aviso de Incumplimiento*) and during the continuation of the relevant default,Aeroinvest shall have no right to vote Trust Shares (*Acciones Fideicomitidas*) representing no morethan 31% (thirty one percent) of the capital stock of GACN and the Series Majority ControllingParty (*Tenedor de Valores Mayoritario*) or the First Beneficiary (*Fideicomisario en Primer Lugar*) asinstructed by the Series Majority Controlling Party (*Tenedor de Valores Mayoritario*) shall have theright to instruct JP Morgan Trustee as to the manner of voting the Trust Shares (*AccionesFideicomitidas*) representing no more than 31% (thirty one percent) of the capital stock of GACN;provided, that the Trust Shares (*Acciones Fideicomitidas*) shall always be voted in the samemanner as SETA decides to vote all of the shares representing capital stock of GACN which SETA mayhold at any time, directly or indirectly, as long as the performance of the Secured Obligations(*Obligaciones Garantizadas*) is not affected or the capacity of JP Morgan Trustee to comply with itsobligations under the Indenture and the other Transaction Documents (*Documentos de la Operación*) is not limited in any way, in which case theSeries Majority Controlling Party (*Tenedor de Valores Mayoritario*) or the First Beneficiary(*Fideicomisario en Primer Lugar*) as
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**Exhibit 3.3***English Translation for information purposes only*instructed by the Series Majority Controlling Party (*Tenedor de Valores Mayoritario*) shallinstruct JP Morgan Trustee the manner of voting of the Trust Shares (*Acciones Fideicomitidas*) and(ii) as provided for in Clause Fifteenth of the Trust Agreement as currently in effect, in order tocomply with the provisions of the SCT Agreement (*Convenio SCT*) and in the event that the marketconditions referred to therein are met, JP Morgan Trustee shall exercise, directly through itstrust delegates and without such persons assuming any responsibility, the voting rights relating tothe Restricted Shares (*Acciones Restringidas*) forming part of the Trust Assets (*Patrimonio delFideicomiso*) in any shareholders meeting of GACN, in the same manner as the majority of the sharesrepresenting capital stock of GACN are voted at the relevant meeting; provided, however, thatAeroinvest or the Series Majority Controlling Party (*Tenedor de Valores Mayoritario*) shall have theright to instruct JP Morgan Trustee to exercise the minority rights under applicable law,including, without limitation, the Voting Rights in Specific Event (*Derechos de Voto en Caso deNeutralización*) and in addition, at all times, Aeroinvest or the Series Majority Controlling Party(*Tenedor de Valores Mayoritario*) in case a Default Notice has been delivered, shall have the rightto instruct JP Morgan Trustee as to the manner in which it may exercise the voting rights inrespect of the Restricted Shares (*Acciones Restringidas*) in relation to (a) the declaration andpayment of dividends and (b) the approval of financial information by the general ordinaryshareholders meeting of GACN for purposes of (a) above. The instructions to JP Morgan Trusteereferred to above shall be given by the Settlor (Fideicomitente) or by the Series MajorityControlling Party (*Tenedor de Valores Mayoritario*), as the case may be, pursuant to the above inaccordance with the terms of the Trust Agreement.**THIRD**. This Agreement may not be amended unless such amendment is in writing and signed byall parties hereto.**FOURTH**. All notices and communications provided for hereunder shall be in writing andshall be delivered or sent to each party at its address or telefax numbers or email address (asapplicable) set forth under such party’s name in the signature pages hereof, or to such otheraddress or telefax number or email address (as applicable) as designated by such party in a writtennotice given to the other parties hereto; provided, however, that allcommunications by telefax or email shall be confirmed by sending a signed original of suchcommunication, within the three (3) following business days. All such notices and communicationsshall be effective, if delivered at the address of the recipient, on the date following the date ofits delivery, and if sent by telefax or email, upon receipt by the relevant notifying party of anerror free fax or email report of transmission.**FIFTH**. This Agreement shall be executed in the Spanish language only. All notices andother communications to be given or delivered hereunder shall be made in the Spanish language.
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**Exhibit 3.3***English Translation for information purposes only***SIXTH**. This Agreement may be executed in any number of counterparts, each of whichshall be deemed to be an original, but all such counterparts shall together constitute but one andthe same instrument.**SEVENTH**. This Agreement shall be governed by and construed in accordance with the laws ofMexico. For the interpretation, performance and enforcement of this Agreement, the parties heretoirrevocably submit to the jurisdiction of the competent local courts of Mexico City, FederalDistrict, and waive any other jurisdiction to which they may be entitled by reason of their presentor future domicile or otherwise.**EIGHTH**. The parties hereto hereby acknowledge and agree that JP Morgan Trustee is entering intothis Agreement as trustee under the Trust Agreement, and also hereby acknowledge and agree that allof the representations and obligations herein undertaken by JP Morgan Trustee, are not intended toconstitute representations and obligations in its individual capacity, nor intend to bind JP MorganTrustee or its trustee delegates (*delegados fiduciarios*) in their individual capacity; but ratherare carried out in furtherance of the purposes and powers granted to it under the Trust Agreement,in a limited manner and with recourse only against the trust assets.[SIGNATURE PAGES FOLLOW]
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