TECHNICAL ASSISTANCE AND TRANSFER OF TECHNOLOGY AGREEMENTTechnical Assistance and Transfer of Technology Agreement • November 15th, 2006 • Central North Airport Group
The terms defined in the Participation Agreement executed on this date by and between the Federal Government, the companies that comprise 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 following meaning ascribed to them:
OPTION AGREEMENTOption Agreement • November 15th, 2006 • Central North Airport Group
WHEREAS the Issuing Company and the Strategic Partner, among others, have executed a Participation Agreement on this same date; the Issuing Company, subject to the terms and conditions of such Participation Agreement, has agreed, through the authorization of a shareholders meeting, to grant to the Strategic Partner an option for the subscription and payment of the Optional Shares.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 15th, 2006 • Central North Airport Group
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:
Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. Common Stock in the form of American Depositary Shares and Series B Shares INTERSYNDICATE AGREEMENT BETWEEN THE INTERNATIONAL UNDERWRITERS AND THE MEXICAN UNDERWRITERSInter-Syndicate Agreement • November 15th, 2006 • Central North Airport Group • New York
AGREEMENT dated [ ], 2006 by and between (a) Citigroup Global Markets Inc., as representative (the “International Representative”) of the several international underwriters (the “International Underwriters”) named in Schedule A to the Underwriting Agreement among the International Underwriters, Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (the “Company”) and, as so indicated therein, Nacional Financiera, S.N.C., acting in its capacity as trustee pursuant to instructions from the Mexican Secretaría de Comunicaciones y Transporte (the “Selling Stockholder”), dated the date hereof (the “Underwriting Agreement”), and (b) Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, Integrante del Grupo Financiero Banamex (“Accival”), as representative (the “Mexican Representative”) of any other Mexican underwriters (the “Mexican Underwriters”) named in the Mexican Underwriting Agreement or any schedule thereto, dated the date hereof (the “Mexican Underwriting Agreement;” the Underwritin
AMENDMENT TO PARTICIPATION AGREEMENTParticipation Agreement • November 15th, 2006 • Central North Airport Group
AMENDMENT AGREEMENT (THE “AGREEMENT”) TO THE PARTICIPATION AGREEMENT DATED JUNE 14, 2000 (THE “PARTICIPATION AGREEMENT”) ENTERED INTO BY AND AMONG THE FEDERAL GOVERNMENT OF THE UNITED MEXICAN STATES (THE “FEDERAL GOVERNMENT”), THROUGH THE DEPARTMENT OF COMMUNICATIONS AND TRANSPORTS (“SCT”), NACIONAL FINANCIERA, S.N.C., TRUST DIVISION IN ITS CAPACITY AS TRUSTEE UNDER TRUST NUMBER 5111-3 (“NAFIN”), GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A. DE C.V. (THE “holding COMPANY”), SERVICIOS AERPORTUARIOS DEL CENTRO NORTE, S.A. DE C.V. (THE “SERVICE COMPANY”), THE CONCESSION COMPANIES, SERVICIOS DE TECNOLOGIA AEROPORTUARIA, S.A. DE C.V (FORMERLY KNOWN AS OPERADORA MEXICANA DE AEROPUERTOS S.A. DE C.V. (THE “STRATEGIC PARTNER”), CONSTRUCTORAS ICA, S.A. DE C.V. (CURRENTLY AEROINVEST, S.A. DE C.V. (“AEROINVEST”)) AND AEROPORTS DE PARIS (“ADP”) WITH THE APPEARANCE OF BANCO NACIONAL DE COMERCIO EXTERIOR, S.N.C., TRUST DIVISION (THE “TRUSTEE”), ENTERED INTO BY AND AMONG THE FEDERAL GOVERNMENT THROUGH SC
PARTICIPATION AGREEMENTParticipation Agreement • November 15th, 2006 • Central North Airport Group
PARTICIPATION AGREEMENT ENTERED INTO AS OF JUNE 14, 2000 BY AND AMONG THE FEDERAL GOVERNMENT OF THE UNITED MEXICAN STATES (HEREINAFTER, THE “FEDERAL GOVERNMENT”) THROUGH THE MINISTRY OF COMMUNICATIONS AND TRANSPORTATION (HEREINAFTER, “SCT”), NACIONAL FINANCIERA, SOCIEDAD NACIONAL DE CREDITO, TRUST DEPARTMENT (HEREINAFTER, “NAFIN”), GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A. DE C.V. (HEREINAFTER THE “HOLDING COMPANY”), SERVICIOS AEROPORTUARIOS DEL CENTRO NORTE, S.A. DE C.V. (HEREINAFTER, THE “SERVICE COMPANY”), AEROPUERTO DE ACAPULCO, S.A. DE C.V., AEROPUERTO DE CHIHUAHUA, S.A. DE C.V., AEROPUERTO DE CIUDAD JUAREZ, S.A. DE C.V., AEROPUERTO DE CULIACAN, S.A. DE C.V., AEROPUERTO DE DURANGO, S.A. DE C.V., AEROPUERTO DE MAZATLAN, S.A. DE C.V., AEROPUERTO DE MONTERREY, S.A. DE C.V., AEROPUERTO DE REYNOSA, S.A. DE C.V., AEROPUERTO DE TAMPICO, S.A. DE C.V., AEROPUERTO DE TORREON, S.A. DE C.V., AEROPUERTO DE SAN LUIS POTOSI, S.A. DE C.V., AEROPUERTO DE ZACATECAS, S.A. DE C.V. AND AEROPUERTO DE
Termination Agreement in respect of Shareholders AgreementTermination Agreement • November 15th, 2006 • Central North Airport Group
The terms defined in the Shareholders Agreement and in the Participation Agreement and its exhibits executed on June 14, 2000 (the “Participation Agreement”), as amended by the Amendment Agreement executed on the date hereof by and among the SCT, the companies that part of the Airport Group, the Strategic Partner and the Partners of the Strategic Partner, among other parties, shall have the same meaning attributed to them thereunder on this Agreement, unless defined otherwise.
