RESTRICTED STOCK CERTIFICATE AND AGREEMENT
Exhibit D
I, the Pledgor, am delivering this Certificate and Agreement to Xxxxxxx Xxxxx International
Bank Limited (London Branch) (“Lender”) in connection with my pledge of shares of control or
restricted stock, as described in Schedule A hereto (the “Pledged Securities”), to Lender in
connection with a credit facility (the “Facility”) to be made available by the Lender to the
borrower whose name appears in the signature area below (“Borrower”) pursuant to the Credit
Facility Letter/Application Form and associated Terms Sheet between the Borrower, the Pledgor
(where different from the Borrower) and the Lender (the “Agreement”). This certificate and
agreement shall form part of the Agreement and defined terms used herein shall have the meaning
given to them in the Agreement.
In consideration of the covenants set forth below and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, I hereby represent, warrant
and covenant (for so long as any obligations and/or liabilities shall remain unpaid and the
Agreement shall be in effect) to the Lender that:
(a) Except as disclosed on Schedule A hereto, there are no securities of the same class or
convertible into the same class as the Pledged Securities held by me or any other person with whom
I must aggregate sales of Pledged Securities under Securities and
Exchange Commission (“S.E.C.”)
Rule 144 as of the date hereof and as amended from time to time. I understand that I must
aggregate with the following (each an “Aggregated Person”):
(1) my spouse (“Spouse”) and any of my relatives
residing in the same household (“Relative”);
(2) any trust for which I, Spouse, any Relative
or any Relative of Spouse acts as trustee;
(3) any estate for which I, Spouse or any
Relative or any Relative of Spouse acts as executor, administrator, trustee, guardian, conservator
or acts in any similar capacity,
(4) any trust in which I, Spouse, any Relative or
any Relative of Spouse has ten percent (10%) or greater beneficial interest;
(5) any corporation, partnership or other entity
or organization in which I, Spouse, any Relative or any Relative of
Spouse has ten percent (10%) or more of any class of equity securities
or lot or more of the equity interest;
Restricted Stock Certificate
(6) any of my donees who have been given shares of the issuer of the Pledged Securities within
the last twelve months;
(7) any
of my donors if the shares were given by any donor within the last twelve months;
(8) any of my pledgees, unless the obligation secured by the pledge has been in default for
more than one year;
(9) any of my pledgors, unless the obligation secured by the pledge has been in default for
more than one year; or
(10) any
person with whom I am acting in concert.
(b) Except as disclosed on Schedule B, neither I nor any Aggregated Person has sold any
securities of the same class of securities as the Pledged Securities, or has sold any securities
which are convertible into such securities, or has sold any options, puts or calls for such
securities within the preceding three months. Neither I nor any Aggregated Person has any sale
order open with any broker to sell securities of the same class of securities as the Pledged
Securities or to sell convertible securities which are convertible into such securities, or to sell
options, puts or calls for such securities.
(c) I will provide the Lender with immediate written notice of the sale of securities of the
same class or convertible into the same class as the Pledged Securities or the sale of options,
puts and calls relating to securities of the same class or convertible into the same class as the
Pledged Securities, in either case, by me or any Aggregated Person, or any change in the
representations in the preceding clause (a).
(d) I agree that, during the term of the Facility, I will not (and will use my best efforts to
cause any other Aggregated Person not to) pledge to any person other than the Lender, or sell,
transfer or otherwise dispose of, any securities of the same class or convertible into the same
class as the Pledged Securities as security for any obligation without the express, advance,
written consent of the Lender. I further agree that I will (and will use my best efforts to cause
any other Aggregated Person to) execute all future purchases or sales of securities of the same
class or convertible into the same class of securities as the Pledged Securities exclusively
through Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated.
(e) In the event the Lender requires me to deposit additional collateral in the Collateral
Account I agree to deposit only cash or non-control, non-restricted securities acceptable to the
Lender to bring the value of the Collateral up to the required value. I agree and acknowledge that,
the Lender shall be entitled to take
Restricted Stock Certificate
market action against any securities held in the Collateral Account in accordance with the terms
of the Agreement and, where appropriate, the Lender may execute and file the requisite number of
S.E.C. Forms 144 on behalf of the Pledgor.
(f) In the event the Lender sells, assigns and delivers or otherwise transfers any of the
Pledged Securities under the Agreement (a “Liquidation”), I will cooperate with the Lender in
taking any and all action that the Lender deems necessary or appropriate to effect or facilitate
such Liquidation. I agree that the Lender may, in its sole and absolute discretion, sell all or
any part of the Pledged Securities at private sale in such manner and under such circumstances as
the Lender may deem necessary or advisable in order that the sale may be lawfully conducted.
Without limiting the foregoing, the Lender may (i) approach and negotiate with only one or a
limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to
persons who will represent and agree that they are purchasing the Pledged Securities for their own
account for investment and not with a view to distribution or resale thereof. In the event that
any of the Pledged Securities are sold at private sale, I agree that if the Pledged Securities are
sold for a price which the Lender in good faith believed to be reasonable, then (i) the sale will
be deemed to be commercially reasonable in all respects, (ii) I will not be entitled to credit
against ray obligations to the Lender in an amount in excess of the purchase price, and (iii) the
Lender will not incur any liability or responsibility to me in connection therewith,
notwithstanding the possibility that a substantially higher price might have been realized at a
public sale.
(g) I understand and acknowledge that I may incur monetary liability to the issuer of certain
of the Pledged Securities under Section 16(b) of the Securities Exchange Act of 1934, as amended
(the “1934 Act”), in connection with a sale of the Pledged Securities, whether initiated by me or
by the Lender. I acknowledge that any such liability is strictly personal to me, and agree to
indemnify and hold the Lender harmless from and against any and all losses, costs, liabilities or
expenses arising out of or relating to a purchase or sale of any of the Pledged Securities under
Section 16(b) of the 1934 Act at any time whatsoever.
(h) I have verified that the most recent report, quarterly or annual, required to be filed by the
issuer of the Pledged Securities with the SEC has been filed and contains a statement that the
issuer has met the requirements for providing “adequate public information” set forth in
paragraph (c) (1) of Rule 144, or I have relied upon a more recent written statement of the
issuer (a copy of which has also been provided to the Lender) that the issuer has complied
with such reporting requirements. I do not know, or have reason to believe, that the issuer
has not met such requirements. I do not possess any material, adverse, nonpublic information regarding the issuer of the Pledged
Securities or its prospects.
Restricted
Stock Certificate
(i) I represent and warrant that I am familiar with S.E.C. Rules 144 and 145 promulgated
under the Securities Act of 1933, as amended.
(j) I represent that: (a) I obtained or will obtain the Pledged Securities, and that the
Pledged Securities have been or will be fully paid for, in each case, on the date(s) set forth on
Schedule A; (ii) I obtained or will obtain the Pledged Securities from the person(s) and in the
manner (for example, on the open market, exercise of stock option, gift, in a private transaction
from the issuer) set forth on Schedule A; (iii) the total number of securities of the same class
as the Pledged Securities owned by me is as set forth on Schedule A; (iv) the total number of
securities of the same class as the Pledged Securities owned by the persons listed in paragraph
(a) above is as set forth on Schedule A; (v) the total number of securities of all classes of the
issuer of the Pledged Securities owned by me is as set forth on Schedule A; and (vi) the total
number of securities of all classes of the issuer of the Pledged Securities owned by the persons
listed in paragraph (a) above is as set forth on Schedule A.
(k) I agree that any breach of any warranty, representation or covenant contained herein
shall constitute an Event of Default under the Agreement and entitle the Lender to take such
action as it is entitled to under the terms thereof as it deems appropriate.
THIS CERTIFICATE AND AGREEMENT is dated as of August ___, 2007.
Pledgor: Agrupacion Aeroportuaria Internacional II, SA DE CV
X
|
/s/ Xxxxxxxx Xxxxx Xxxxx | X | ||||||||
| Agrupacion Aeroportuaria | Agrupacion Aeroportuaria | |||||||||
| Internacional II, SA DE CV | Internacional II, SA DE CV | |||||||||
| Dated | Dated | |||||||||
| Xxxxxxxx Xxxxx Xxxxx | ||||||||||
| Print Name Chairman/Secretary | Print Name of Chairman/Secretary | |||||||||
| Xxxxxxxx Xxxxx Xxxxx | ||||||||||
| Signature of Chairman/ Secretary | Signature of Chairman/Secretary | |||||||||
Restricted Stock Certificate
Accepted by XXXXXXX XXXXX INTERNATIONAL BANK LIMITED (LONDON BRANCH)
By: |
||||
| Name: | ||||
| Title: |
Restricted Stock Certificate
Name of
Borrower: Agrupacion Aeroportuaria Internacional II, SA DE CV
SCHEDULE A
DESCRIPTION OF CONTROL OR RESTRICTED SECURITIES
DESCRIPTION OF CONTROL OR RESTRICTED SECURITIES
| INDICATE | ||||||||||||
| RESTRICTED | ||||||||||||
| STOCK | NO. OF | OR CONTROL | PROM WHOM AND | DATE FULLY | ||||||||
| ISSUER (ASR) | CERT.# | SHARES | STOCK | HOW ACQUIRED | PAID FOR | |||||||
Grupo
Aeroportuaria del Sureste
|
350,000 | Restricted | Tender Offer | 06/23/2007 | ||||||||
| A. | Total number of securities of same class as Pledged Securities owned by Pledgor 3,572,402. | |
| B. | Total number of securities of same class as Pledged Shares owned by persons listed in paragraph (a): 3,572,402. | |
| C. | Total number of securities of all classes of issuer owned by Xxxxxxx: 3,572,402. | |
| D. | Total number of securities of all classes of issuer owned by persons listed in paragraph (a): . |
Restricted Stock Certificate
Schedule B
Sales of Securities
Restricted Stock Certificate
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| SEC USE ONLY |
| DOCUMENT SEQUENCE NO. |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
| ATTENTION: | Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. |
| 1(a) | Name of Issuer | (b) | IRS Ident. No. | (c) | S.E.C. File No. | ||
| Grupo Aeroportuario del Sureste | |||||||
| (d) | Address of Issuer | (e) | Telephone No. | ||||
| Blvd Manual Xxxxx Colonia Lomas de Chapultepec Mexico DF | Mexico 11000 | 52 5552840400 | |||||
| (Street) | (City) (State) (Zip Code) | (Area Code) (Number) | |||||
| 2(a) | Name of Person For Whose Account the Securities are to be Sold |
(b) | IRS Ident. No. | (c) | Relationship to Issuer | ||
| (d) | Address | ||||||
| (Street) | (City) (State) (Zip Code) | ||||||
| INSTRUCTION: | The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number |
| 3(a) Title of the Class of Securities to be Sold |
(b) Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker Who is Acquiring the Securities |
SEC USE ONLY Broker-Dealer File Number |
(c) Number of Shares or Other Units to be Sold (See Instr. 3(c)) |
(d) Aggregate Market Value (See Instr. 3(d)) |
(e) Number of Shares or Other Units Outstanding (See Instr. 3(e)) |
(f) Approximate Date of Sale (Mo/Day/Yr) (See Instr. 3(f)) |
(g) Name of Each Securities Exchange (See Instr. 3(g)) |
||||||||
INSTRUCTIONS:
| 1. | (a) | Name of issuer | ||
| (b) | Issuer’s I.R.S. Identification Number | |||
| (c) | Issuer’s S.E.C. file number, if any | |||
| (d) | Issuer’s address, including zip code | |||
| (e) | Issuer’s telephone number, including area code | |||
| 2. | (a) | Name of person for whose account the securities are to be sold | ||
| (b) | Such person’s IRS identification number, if such person is an entity | |||
| (c) | Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) | |||
| (d) | Such person’s address, including zip code | |||
| 3. | (a) | Title of the class of securities to be sold | ||
| (b) | Name and address of each broker through whom the securities are intended to be sold | |||
| (c) | Number of shares or other units to be sold (if debt securities, give the aggregate face amount) | |||
| (d) | Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice | |||
| (e) | Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer | |||
| (f) | Approximate date on which the securities are to be sold | |||
| (g) | Name of each securities exchange, if any, on which the securities are intended to be sold | |||
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1147 (10-00)
Page 2
| TABLE I — SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor: |
|||||||||||||||
| Title of the Class | Date You Acquired |
Nature of Acquisition Transaction |
Name of Person from Whom Acquired (if gift, also give date donor acquired) |
Amount of Securities Acquired |
Date of Payment |
Nature of Payment |
|||||||||
INSTRUCTIONS:
| 1. | If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. |
| 2. | If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto. |
| TABLE II — SECURITIES
SOLD DURING THE PAST 3 MONTHS Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold. |
||||||||||||
| Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds | ||||||||
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REMARKS:
| INSTRUCTIONS:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. |
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the issuer of the securities to be sold which has not been publicly disclosed. |
|
| /s/ Xxxxxxxx Xxxxx Xxxxx | ||
DATE OF NOTICE |
(SIGNATURE) |
|
The notice shall be signed by the persons for whose account
the securities are to be sold.
At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
| ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) |
SEC 1147 (10-00)
Page 4
