Stock Purchase Agreement (2006)Full Document 

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STOCK PURCHASE AGREEMENT

 

AGREEMENT FOR THE PURCHASE OF SHARES REPRESENTING THE CAPITAL STOCK OF GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A. DE C.V. (HEREINAFTER THE "HOLDING COMPANY”), EXECUTED ON JUNE 14, 2000, BY AND BETWEEN THE FEDERAL GOVERNMENT OF THE UNITED MEXICAN STATES, THROUGH THE MINISTRY OF COMMUNICATIONS AND TRANSPORTATION, HEREIN REPRESENTED BY MR. AARON DYCHTER POLTOLAREK, (HEREINAFTER, THE “FEDERAL GOVERNMENT” AND “SCT”, RESPECTIVELY), AND OPERADORA MEXICANA DE AEROPUERTOS, S.A. DE C.V., HEREIN REPRESENTED BY MR. RUBEN LOPEZ BARRERA, (HEREINAFTER, THE “STRATEGIC PARTNER”) WITH THE APPEARANCE OF CONSTRUCGTORAS ICA, S.A. DE C.V., HEREIN REPRESENTED BY MR. LUIS F. ZARATE ROCHA, AEROPORTS DE PARIS, HEREIN REPRESENTED BY MR. JEAN-MARIE CHEVELLIER AND VINCI, S.A., HEREIN REPREENTED BY MR. RENAUD DE MATHAREL (THE “PARTNERS OF THE STRATEGIC PARTNER”) AS JOINT AND SEVERAL OBLIGORS OF THE OBLIGATIONS OF THE STRATEGIC PARTNER SET FORTH IN SECTIONS 2.4, 2.5, 2.6, 2.7, 3. AND 6. OF THIS AGREEMENT, AND ALSO WITH THE PARTICIPATION OF THE TREASURY OF THE FEDERATION, HEREIN REPRESENTED BY MR. MAURICIO BASILA LAGO (HEREINAFTER, THE “TREASURY”) FOR PURPOSES OF ARTICLE 11, SECTIONS I AND XLIII IN CONNECTION WITH ARTICLE 105 OF THE INTERNAL REGULATIONS OF THE MINISTRY OF FINANCE AND PUBLIC CREDIT, PURSUANT TO THE FOLLOWING DEFINITIONS, , RECITALS, REPRESENTATIONS AND CLAUSES.

 

DEFINITIONS

 

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

 

Shares in Trust

 

Such shares that the Federal Government shall transfer on this date to Nafin and which shall be kept by the latter in the trust referred to in Representation I.4 of this Agreement.

 

 

 

Optional Shares

 

Has the meaning mentioned in Recital VII of this Agreement.

 

 

 

Agreement

 

This Stock Purchase Agreement.

 

 

 

Participation Agreement

 

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

 



 

Financial Statements

 

The audited financial statements to December 31, 1999, that include income statement, balance sheet, cash flow statement and statement of changes in financial position, as well as the notes to the same, individually for the Holding Company as well as for each of its subsidiaries in addition to the consolidated financial statements for the Holding Company. The Financial Statements are attached to this Agreement as Exhibit “1”.

 

 

 

Shares Package

 

Has the meaning mentioned in Recital VII of this Agreement.

 

 

 

Five-Year Waiting Period

 

Has the meaning set forth in Section 6.1.1 of this Agreement.

 

 

 

Seven-Year Waiting Period

 

Has the meaning set forth in Section 6.1.2 of this Agreement.

 

 

 

Three-Year Waiting Period

 

Has the meaning set forth in Section 6.1.1 of this Agreement.

 

 

 

Treasury

 

The Treasury of the Federation.

 

RECITALS

 

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

 

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

 

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

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