FIDUCIARIA, solely in its capacity as trustee under the CONTRATO DE FIDEICOMISO IRREVOCABLE DE ADMINISTRACIÓN Y PAGO REEXPRESADO NÚM. 80460, a fideicomiso

"Grupo Aeroportuario de la Ciudad de México, S.A. de C.V. ("GACM") ha puesto a disposición del público en general el Contrato de Crédito Revolvente de fecha 7 de octubre de 2015, sujeto a las leyes del Estado de Nueva York, por un monto de US$3,000,000,000.00 (Tres mil millones de dólares 00/100) (el “Contrato de Crédito”). Las contrapartes bajo dicho convenio han otorgado su autorización para que GACM publique dicho Contrato de Crédito en su sitio de internet, en cumplimiento con la normatividad en materia de transparencia y cuidando de la información y datos personales conforme al documento entregado a GACM con carácter confidencial y/o reservado. En virtud de que GACM no es parte del Contrato de Crédito, GACM lo hace del conocimiento público, apegándose a la autorización recibida y no se hace responsable del contenido bajo el mismo."

Versión Pública

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

(this “Agreement”) is entered into as of October 7, 2015, by and among NACIONAL FINANCIERA, S.N.C., INSTITUCIÓN DE BANCA DE DESARROLLO, DIRECCIÓN

FIDUCIARIA, solely in its capacity as trustee under the CONTRATO DE FIDEICOMISO IRREVOCABLE DE ADMINISTRACIÓN Y PAGO REEXPRESADO NÚM. 80460, a fideicomiso

irrevocable de administración y pago created under the laws of the United Mexican States (as amended, amended and restated, supplemented or modified from time to time in accordance with the terms hereof, the “Borrower”), BANCO NACIONAL DE MÉXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX (“Banamex”), HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC (USA)”), and JPMORGAN XXXXX BANK, N.A. (“JPMORGAN”)

(collectively, the “Initial Lenders” and, individually, an “Initial Lender”), CITIGROUP GLOBAL MARKETS INC. (“CGMI”), HSBC SECURITIES (USA), INC. (“HSBC

Securities”), and J.P. XXXXXX SECURITIES LLC (“J.P. Xxxxxx Securities”) as Global Coordinators and Joint Bookrunners and Lead Arrangers, HSBC (USA), not in its individual capacity except as expressly set forth herein but solely as Administrative Agent, CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”), not in its individual capacity except as expressly set forth herein but solely as Offshore Collateral Agent and, with respect to the Offshore Accounts (as hereinafter defined), in its capacity as Account Holder, BANCO NACIONAL DE MÉXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, DIVISIÓN FIDUCIARIA (“Banamex Fiduciaria”), not

in its individual capacity except as expressly set forth herein but solely as Onshore Collateral Agent and BANCO INVEX, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, INVEX GRUPO

FINANCIERO, not in its individual capacity, except as expressly set forth herein, but solely as Lender Trust Trustee (as hereinafter defined).

PRELIMINARY STATEMENTS

(1) Grupo Aeroportuario de la Ciudad de México, S.A. de C.V., a majority state-owned company (empresa de participación estatal mayoritaria) organized and existing under the laws of the United Mexican States as a sociedad anónima de capital variable (the “NAICM Sponsor”), has undertaken to design, construct, furnish, install, operate and maintain a new passenger airport and related facilities (the “Project Facilities”) in an approximate area of 46,600,000 square meters, to be located in Texcoco, State of Mexico (collectively, the “Project”).

(2) Pursuant to that certain TUA 1 Assignment of Rights Agreement (as hereinafter defined), Aeropuerto Internacional de la Ciudad de México, S.A. de C.V., a majority state-owned company (empresa de participación estatal mayoritaria) organized and existing under the laws of the United Mexican States as a sociedad anónima de capital variable (the “AICM Sponsor”), assigned to the Borrower all rights to amounts due or to become due in respect of the TUA 1 (as hereinafter defined), including all rights to collect the TUA 1 and certain indemnification rights related thereto.

(3) Pursuant to that certain TUA 2 Assignment of Rights Agreement (as hereinafter defined), the NAICM Sponsor assigned to the Borrower all rights to amounts to

become due in respect of the TUA 2 (as hereinafter defined), including all rights to collect the TUA 2 and certain indemnification rights related thereto.

(4) The Borrower partially financed its acquisition of all amounts due or to become due in respect of the TUA 1 and related rights from the AICM Sponsor pursuant to the TUA 1 Assignment of Rights Agreement, with the proceeds of a senior secured term loan facility in the aggregate principal amount of US$1,000,000,000 (the “Original Facility”), which Original Facility was made available to the Borrower pursuant to a Credit Agreement dated as of October 29, 2014 (the “Original Credit Agreement”) by and among the Borrower, the financial institutions and other financial entities party thereto, the Administrative Agent, the Offshore Collateral Agent, the Account Holder and the Onshore Collateral Agent.

(5) In order to further finance the acquisition of (i) all amounts due or to become due in respect of the TUA 1 and related rights from the AICM Sponsor pursuant to the TUA 1 Assignment of Rights Agreement, and (ii) all amounts to become due in respect of the TUA 2 and related rights from the NAICM Sponsor pursuant to the TUA 2 Assignment of Rights Agreement, the Borrower has requested that (a) the Facility be increased to an amount equal to US$3,000,000,000, and (b) the Original Credit Agreement and certain Loan Documents (as defined in the Original Credit Agreement) be amended and restated on the terms and conditions set forth herein in order to, among others, convert the Original Credit Facility into a senior secured loan facility of a revolving nature (the “Facility”).

(6) In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Defined Terms.

(a) As used in this Agreement, the following terms shall have the meanings set forth below:

“Acceptable FX Bank” means any of the Initial Lenders, any Affiliate thereof and any other financial institution acceptable to the Administrative Agent as an “Acceptable FX Bank” for purposes of this Agreement.

“Account Direction” has the meaning specified in Section 6.15(e). “Account Holder” means Citibank in its capacity as account holder.

“Accounting Consultant” means Xxxxxxx, S.C., a member practice of Xxxxx & Young Global, or if such consultant is no longer in business or is otherwise unable or unwilling to perform its consulting duties, any other consultant selected by the Required Lenders and, unless an Event of Default has occurred and is continuing, approved by the Borrower (such approval not to be unreasonably withheld or delayed).

“Additional Amounts” has the meaning specified in Section 3.01(a).

“Additional Debt” means any Refinancing Debt and any Incremental Debt.

“Additional Debt Accounts” means the Additional Debt Service Accrual Account (if any) and the Additional Debt Service Reserve Account (if any), in each case, in respect of any Additional Debt.

“Additional Debt Agreements” means each agreement, contract, indenture, instrument or document evidencing, guaranteeing or securing any Additional Debt or securing any Obligations under a Required Swap Contract entered into in respect of such Additional Debt.

“Additional Debt Collateral” has the meaning specified in Section 6.10(d)(ii). “Additional Debt Obligations” means all advances to, and debts, liabilities,

Obligations, covenants and duties of, the Borrower under the Additional Debt Agreements or otherwise with respect to any Additional Debt or each Required Swap Contract by and between the Borrower and any Swap Counterparty related to such Additional Debt (if any), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower thereof of any Insolvency Proceeding naming the Borrower as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Additional Debt Obligations of the Borrower under the Additional Debt Agreements include the obligation to pay principal, interest, expenses, fees, Attorney Costs, Consultants costs, indemnities and other amounts payable by the Borrower under any Additional Debt Agreements.

“Additional Debt Providers” means the holders or providers of Additional Debt. “Additional Debt Secured Parties” means, collectively, to the extent that such

Person or any agent appointed by such Person has entered into or acceded to the Intercreditor Agreement, each Additional Debt Provider, any administrative agent appointed by the Additional Debt Providers, each Swap Counterparty party to a Required Swap Contract and any co-agent or sub-agent appointed by such administrative agent from time to time pursuant to the terms of any Additional Debt Agreements.

“Additional Debt Service” means, for any period or date, an amount equal to

(a) the sum of all payments due during such period or on such date, as applicable, in respect of Additional Debt, whether for principal, interest (taking into account Required Swap Contracts related to such Additional Debt (if any) in effect as of the date of determination), fees, Primary Swap Obligations, if any due and payable by the Borrower under such Required Swap Contracts and Swap Contract Termination Payments related to such Additional Debt (if any) payable by the Borrower or otherwise under such Required Swap Contracts minus (b) all payments, if any, due from the Swap Counterparties to the Borrower pursuant to such Required Swap Contracts related to such Additional Debt (if any) during such period or date in respect thereof.

“Additional Debt Service Accrual Account” means each segregated non-interest bearing Dollar- or Peso-denominated debt service accrual account, if any, notified from time to time by the Borrower (and confirmed by the holders of Additional Debt or any agent on their behalf) or any Additional Debt Provider or any agent on their behalf in respect of Additional Debt to the Administrative Agent and the Lender Trust Trustee as the account for the accrual from time to time of Additional Debt Service Payments in respect of such Additional Debt.

“Additional Debt Service Payment” means, with respect to any Funds Transfer Date and any Additional Debt (if any), an amount in Dollars or Pesos equal to the aggregate Additional Debt Service in respect thereof due and payable on such Funds Transfer Date, as notified in writing by the Borrower (and confirmed by the holders of Additional Debt or any agent on their behalf) or the Additional Debt Providers under such Additional Debt (or any agent on their behalf) (with respect to such Additional Debt Service other than Obligations under any related Required Swap Contracts) and the Borrower or any Swap Counterparty (with respect to such Additional Debt Service due under the Required Swap Contract related to such Additional Debt to which it is a party), less the amount on deposit in, or credited to, the Additional Debt Service Accrual Account (if any) for such Additional Debt on such Funds Transfer Date.

“Additional Debt Service Reserve Account” means each segregated non-interest bearing Dollar- or Peso-denominated offshore debt service reserve account, if any, notified from time to time by the Borrower (and confirmed by the holders of Additional Debt or any agent on their behalf) or any Additional Debt Provider or any agent on their behalf in respect of such Additional Debt to the Administrative Agent and the Lender Trust Trustee as the reserve account for such Additional Debt.

“Additional Debt Service Reserve Deficiency” means, as of any date of determination, the amount, if any, by which funds on deposit in, or credited to, the Additional Debt Service Reserve Account in respect of Additional Debt is less than the Additional Debt Service Reserve Requirement in respect of such Additional Debt, in each case, as of such date.

“Additional Debt Service Reserve Excess” means, as of any date of determination, the amount by which funds on deposit in, or credited to, the Additional Debt Service Reserve Account in respect of any Additional Debt exceeds the Additional Debt Service Reserve Requirement in respect of such Additional Debt, in each case, as of such date.

“Additional Debt Service Reserve Payment” has the meaning specified in Section 6.10(c).

“Additional Debt Service Reserve Requirement” means the amount notified from time to time (but in any event, no later than ten (10) days prior to each Funds Transfer Date) by the Borrower or the Additional Debt Providers or any agent on their behalf in respect of Additional Debt to the Administrative Agent and the Lender Trust Trustee as the amount required to be on deposit in, or credited to, the Additional Debt Service

Reserve Account in respect of such Additional Debt on each Funds Transfer Date; provided that in no event shall such amount exceed, on any Funds Transfer Date, an aggregate amount equal to the aggregate Additional Debt Service due in respect of such Additional Debt and all related Required Swap Contracts during the period of six (6) months thereafter.

“Administrative Agent” means HSBC (USA) in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent appointed pursuant to Article XIII.

“Administrative Agent’s Account” means the account of the Administrative Agent maintained by the Administrative Agent New York,

oan Tel:

or such other account as the Administrative Agent shall specify in writing to the Borrower, the Lender Trust Trustee and each of the Lenders.

“Administrative Agent’s Office” means the Administrative Agent’s address

, or such other address as the Administrative Agent may from time to time notify to the Borrower, the Lender Trust Trustee and the Lenders.

“Administrative Questionnaire” means the form attached

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote 20% or more of the Voting Interests of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Interests, by contract or otherwise. Notwithstanding the foregoing, (a) none of the Secured Parties shall be an Affiliate of a Relevant Party solely by virtue of their respective Voting Interests in the Borrower or the Lender Trust and (b) the Relevant Parties shall be deemed to be Affiliates with one another and with their respective Affiliates.

“Agency Agreements” means, collectively, the AICM Agency Contract and the NAICM Agency Contract.

“Agents” means, collectively, the Administrative Agent, the Offshore Collateral Agent, the Onshore Collateral Agent, the Account Holder and the Lender Trust Trustee; each, individually, an “Agent”.

“Agreement” has the meaning specified in the introductory paragraph hereto. “Agreement Approvals” means, collectively, the Borrower Approvals and the

Sponsor Approvals.

“AICM Agency Contract” means that certain amended and restated Agency Agreement (Contrato de Comisión Mercantil), dated on or about the Closing Date, between the AICM Sponsor, as agent (comisionista), and the Lender Trust, for the rendering of services relating to the collection of the TUA 1 from the Airlines.

“AICM Concession” means (a) the Concesión otorgada en favor de Aeropuerto Internacional de la Ciudad de México, S.A. de C.V. as amended by the Modificación a la Concesión otorgada en favor de Aeropuerto Internacional de la Ciudad de México, S.A. de C.V., in each case, granted by the SCT and published in the Federal Official Gazette (Diario Oficial de la Federación) on June 1, 2004, as further amended by official communication number 1.036 of the SCT dated March 9, 2005 and published in the Federal Official Gazette (Diario Oficial de la Federación) on July 27, 2005, whereby the term of the concession granted to the AICM Sponsor was extended from November 1, 2010 to November 1, 2048, (b) each annex thereto, and (c) the “Plan Maestro de Desarrollo 2012-2016” (Master Development Plan 2012-2016) approved by SCT with respect to and as applicable to the AICM Sponsor.

“AICM Sponsor” has the meaning specified in Preliminary Statement (2) to this Agreement.

“AICM Sponsor Power of Attorney” has the meaning specified in Section 4.01(a)(viii).

“Airline” means any Person (Mexican or foreign), other than natural persons, holding a permit or concession pursuant to Mexican law and operating or conducting International Flights or Domestic Flights.

“Airline Consent and Agreement” means with respect to any Airline (other than Exempt Airlines), a consent and assignment agreement in substantially the form attached duly executed by the relevant Sponsor and duly executed by, or

notified in the presence of a Mexican notary public to, such Airline.

“Airport” means (a) the Existing Airport or (b), if the commencement of commercial operations of the New Airport has occurred, the New Airport.

“Airport Contingent Expenses” means an aggregate amount MX$42,500,000 (as adjusted for inflation according to the Inflation Index), or its Applicable Currency Equivalent, to be transferred to the applicable Borrower Account on each Funds Transfer Date in accordance with priority Tenth of Section 6.06(b) or priority Tenth of Section 6.07(b), to cover any operating and maintenance expenses incurred by the AICM Sponsor or, from and after the commencement of commercial operations of the New Airport, the NAICM Sponsor, not otherwise deemed an Operating Cost.

“Alternative Airport Event” means the occurrence of both an Alternative Airport Trigger and a Projected Debt Service Coverage Ratio Trigger.

“Alternative Airport Trigger” means, at any time during the period from the Closing Date through the commencement of commercial operations of the New Airport,

the commencement of commercial operations of any airport (other than the Airports) in the Service Area, with an actual capacity of more than 7,500,000 passengers per annum.

“Anti-Terrorism Laws” has the meaning specified in Section 5.01(dd)(ii). “Applicable Accounting Principles” means, with respect to (a) any Person (other

than the Relevant Parties), GAAP as in effect from time to time in the jurisdiction in which such Person is incorporated, formed or organized and (b) the Relevant Parties, Mexican GAAP.

“Applicable Currency Equivalent” means, as of any date of determination with respect to an amount denominated in Pesos, the equivalent in Dollars of such amount of Pesos, determined using the Peso/Dollar exchange rate published by Banco de México in the Federal Official Gazette (Diario Oficial de la Federación) as the rate “para solventar obligaciones denominadas en moneda extranjera pagaderas en la República Mexicana” for the purchase of Dollars with Pesos in effect for such date or, if Banco de México fails to publish such exchange rate, the rate quoted by the Administrative Agent for its purchase of Dollars with Pesos on such date as of the close of business on such date.

“Applicable Laws” means, with respect to any Person or the Project, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“Applicable Margin” means for each LIBO Rate Loan or Base Rate Loan, as applicable, the applicable rate per annum set forth in the table below.

Period	Applicable Margin for LIBO Rate Loans	Applicable Margin for Base Rate Loans
From the Closing Date until the first anniversary of the Closing Date	1.50%	1.50%
From the first anniversary of the Closing Date until the second anniversary of the Closing Date	1.65%	1.65%
From the second anniversary of the Closing Date until the third anniversary of the Closing Date	1.80%	1.80%

Period

Applicable Margin for LIBO Rate Loans

Applicable Margin for Base Rate Loans

From the third anniversary of the Closing Date until the fourth anniversary of the Closing Date

1.95%

From the fourth anniversary of the Closing Date until the Initial Maturity Date

2.15%

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ASA” means Aeropuertos y Servicios Auxiliares, a public decentralized entity (organismo público decentralizado) of the Mexican federal government.

“ASA Services Agreement” means the services agreement by and among the AICM Sponsor and ASA, dated November 1, 1998.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and a Permitted Assignee (with the consent of any party whose consent is required by Section 14.06(b)), and accepted by the Administrative Agent, in substantially the form or any other form approved by the Administrative Agent.

“Assignment of Rights Agreements” means, collectively, the TUA 1 Assignment of Rights Agreement and the TUA 2 Assignment of Rights Agreement.

“Attorney Costs” means and includes all fees, expenses and disbursements of any law firm or other external counsel.

“Availability Period” means the period commencing on the Closing Date hereof and ending on the date that is one (1) month prior to (a) in the case of any Non-Extending Lender (with respect to such Non-Extending Lender’s Commitment and Loans), the Initial Maturity Date, or (b) in the case of any Extending Lender (with respect to such Extending Lender’s Commitment and Loans), the Extended Maturity Date.

“Average Life” means, as of any date of determination, with respect to any Indebtedness, the quotient obtained by dividing: (a) the sum of the products of the number of years (rounding to the nearest one-twelfth of one year) from the date of determination to the dates of each remaining scheduled principal payment (including the payment at final maturity) of such Indebtedness multiplied by the amount of such payment, by (b) the sum of all such payments.

“Banamex” has the meaning specified in the introductory paragraph hereto.

hereto.

“Banamex Fiduciaria” has the meaning specified in the introductory paragraph

“Banco de México” means the Central Bank of Mexico.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest

of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate applicable for such day, and (c) the LIBO Rate for an Interest Period of one (1) month plus 1.00%.

“Base Rate Loan” means a Loan that bears interest at a rate based on the Base

Rate.

“Borrower” has the meaning specified in the introductory paragraph hereto. “Borrower Account” means (a) a Peso denominated deposit account established

in the name of the Borrower, solely for the purposes of depositing amounts pursuant to priority Ninth, Tenth, and Eleventh, of Section 6.06(b), (b) a Dollar denominated deposit account established in the name of the Borrower, solely for the purposes of depositing the proceeds of the Loans (after giving effect to the provisions of Section 4.02(f) and Section 4.02(g)) and depositing amounts pursuant to priority Ninth, Tenth, and Eleventh, of Section 6.07(b), (c) a Peso denominated deposit account established in the name of the Borrower solely for the purposes of making payments of amounts owing to the SHCP withheld in accordance with Article III hereof or otherwise, and (d) such other accounts as are permitted to be established by the Borrower pursuant to the Borrower Trust Agreement, in each case, including any account established to replace or substitute any of the foregoing accounts.

“Borrower Approvals” has the meaning specified in Section 5.01(d).

“Borrower Trustee” means Nacional Financiera, S.N.C., Institución de Banca de Desarrollo, Dirección Fiduciaria, solely in its capacity as trustee under the Borrower Trust Agreement, or any permitted successor in interest thereto, as trustee for the Borrower, duly appointed in accordance with Article Twenty of the Borrower Trust Agreement.

“Borrower Trust Agreement” means that certain amended and restated irrevocable administration and payment trust agreement (fideicomiso irrevocable de administración y pago) No. 80460, dated on or about the Closing Date, by and among Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, as settlor, the Borrower Trustee, as trustee, and each Sponsor, as first place beneficiary.

“Borrower Trust Beneficiaries” means, at any date, those Persons designated as beneficiaries of the Borrower Trust pursuant to Clause Three of the Borrower Trust Agreement as of such date.

“Borrowing” means the borrowing consisting of simultaneous Loans of the same Type and, in the case of LIBO Rate Loans, having the same Interest Period made by the Initial Lenders pursuant to Section 2.01.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial xxxxx are authorized or required to close under the laws of New York, New York, United States of America or Mexico City, Mexico and, if such day relates to any LIBO Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between xxxxx in the London interbank eurodollar market.

“Business Interruption Insurance Proceeds” means any and all proceeds of any insurance, indemnity, warranty or guaranty payable from time to time with respect to the partial or complete interruption of the operation of the Airports.

“Capitalized Leases” means all leases that have been or should be, in accordance with Applicable Accounting Principles, recorded as capitalized leases.

“Cash Equivalents” means Dollar Permitted Investments and Peso Permitted Investments.

“Cash Trapped Amounts” means, with respect to any Mandatory Prepayment Event or DSCR Event that has occurred and is continuing, an amount equal to (i) all funds (including interest and other income of the Borrower) deposited in, or credited to, the Peso Revenues Account and Offshore Revenues Account during each Quarterly Period ending on or after the date of such Mandatory Prepayment Event or DSCR Event, as the case may be, minus (ii) all amounts on deposit in, or credited to, the Peso Revenues Account and Offshore Revenues Account that were applied to make payments or transfers, as the case may be, pursuant to priorities First, through Sixth, inclusive, of Section 6.06(b) and Section 6.07(b) during such Quarterly Period.

“Casualty Event” means an event that causes the Existing Airport or any material portion thereof to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever.

“Certificate of Beneficial Ownership” shall mean the form attached

“Certificate of Residency” shall mean (a) with respect to each Foreign Lender representing in its Certificate of Beneficial Ownership that it is a resident of the United States, a valid Internal Revenue Service Form 6166 (or any successor form), or, as to any other Foreign Lender, a valid certificate of tax residency that is issued by the competent authorities of the jurisdiction of which it represents to be a resident in its Certificate of Beneficial Ownership; or (b) a certificate issued by the competent authorities of the jurisdiction of which such Foreign Lender represents to be a resident in its Certificate of Beneficial Ownership, certifying that such Lender has filed with the competent authorities of such jurisdiction an income tax return for the fiscal year that has most recently ended in accordance with the Applicable Laws of such jurisdiction. For the avoidance of doubt, this definition is intended to comply with the requirements of Transitional Article 8 of the Ley del Impuesto Sobre la Renta of Mexico (or any successor provisions).

“Certified IVA Payment” means, with respect to any IVA Payment Date, the amount certified in writing by the Borrower to be due and payable in respect of value added taxes (impuesto al valor agregado) applicable to payments of the TUA deposited in, or credited to, the Peso Revenues Account since the next preceding IVA Payment Date.

“CGMI” has the meaning specified in the introductory paragraph hereto.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty,

(b) any change in any applicable law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and

(y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Citibank” has the meaning specified in the introductory paragraph hereto. “Closing Date” means the first Business Day all the conditions precedent

in Section 4.01 and, if a Borrowing will be made on such date, Section 4.02 are satisfied or are waived by each Lender in accordance with Section 14.01.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means all of the property (whether tangible or intangible) and assets of the Borrower that are or are intended under the terms of the Collateral Documents to be subject to Liens in favor of the Offshore Collateral Agent or the Onshore Collateral Agent, as the case may be, for the benefit of the Secured Parties.

“Collateral Documents” means, collectively, paragraphs (e) and (s) of Clause Five of the Borrower Trust Agreement, the Lender Trust Agreement, the Security Agreement, the Intercreditor Agreement and any other agreements, instruments or documents delivered pursuant to the terms of this Agreement or any other Loan Document that creates or purports to create a Lien in favor of the Offshore Collateral Agent or the Onshore Collateral Agent for the benefit of the Secured Parties.

“Collection Agreement” means each agreement relating to the collection of the TUA between an Airline and any Sponsor.

“Collection Fee” means, with respect to any Collection Agreement, the fee payable to the Airline party thereto in consideration of its collection of the TUA from

passengers boarding Domestic Flights or International Flights of such Airline not to exceed of the amounts collected.

“Commitment” means, as to each Lender, its obligation to make Loans to the Borrower pursuant to Section 2.01, in the aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Xxxxxx’x name

under the caption “Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Commitment Fee” has the meaning specified in Section 2.07(b). “Compliance Certificate” means a certificate substantially in the form

“Concession Life Coverage Ratio” means, with respect to the Incurrence of any Additional Debt, for the period commencing on the date of determination through the Notional Tenor End Date, the ratio of (a) the present value of the Net TUA Amount projected to be received by the Lender Trust during such period, as determined in accordance with the Financial Model (with such present value determined using a discount rate equal to the weighted average of (x) the fixed interest rates applicable to any existing Indebtedness or any Swap Contract in effect on the date of determination and to any Additional Debt to be Incurred under the relevant Additional Debt Agreement or under the relevant Swap Contract in effect on the date of determination and (y) with respect to any Additional Debt to be Incurred that does not bear interest at a fixed interest rate under the relevant Additional Debt Agreement or under the relevant Swap Contract (and any assumed amount of Indebtedness drawn under this Agreement), a hypothetical interest rate equal to point , to (b)(i) the aggregate principal amount of all outstanding Indebtedness of the Borrower, after giving effect to the Incurrence of such Additional Debt and the refinancing of any existing Indebtedness with the proceeds thereof and assuming the aggregate amount of Commitments under this Agreement is fully drawn, minus (ii) the aggregate amount of any Facility Debt Service Reserve Requirement or Additional Debt Service Reserve Requirement, existing or contractually required to exist in connection with such Additional Debt; provided that, for purposes of calculating “Concession Life Coverage Ratio,” any Discount Rate Debt Incurred or to be Incurred by the Borrower shall be accounted for in such calculation at

(x) its face value at maturity (if the discount on such Discount Rate Debt

point of its face value at maturity) or (y) its then-accreted value (if the discount on such Discount Rate Debt is less than or equal to

of its face value at maturity).

“Concessions” means, collectively, the AICM Concession and the NAICM Concession.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Constituent Documents” means (a) with respect to the Borrower, the Borrower Trust Agreement, and (b) with respect to any other Person, (i) if such other Person is a corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (ii) if such other Person is a limited liability company, the certificate of formation or articles of formation or organization and operating agreement, and (iii) if such other Person is a partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such Person.

“Construction Plan and Budget” means a construction plan and budget for the construction of the Project Facilities prepared by the NAICM Sponsor.

“Construction Report” has the meaning specified in Section 10.01(l). “Consultant” means (a) the Market Consultant, (b) the Technical Consultant,

“Contest” means, with respect to any material matter or claim involving any Person, that such Person is contesting such matter or claim in good faith and by appropriate proceedings timely instituted; provided that the following conditions are satisfied: (a) such Person has posted x xxxx or other security acceptable to the Required Lenders in accordance with (and to the extent required by) Applicable Law, or has established adequate reserves with respect to the contested items in accordance with Applicable Accounting Principles; (b) during the period of such contest, the enforcement of any contested item is effectively stayed; (c) neither such Person nor any of its officers, directors or employees nor any Secured Party or its respective officers, directors or employees is, or could reasonably be expected to become, subject to any criminal liability or sanction in connection with such contested items; and (d) as applicable, such contest or any resultant failure to pay or discharge the claimed or assessed amount does not, and could not reasonably be expected to, result in a Material Adverse Effect.

“Contractual Obligation” means, as to any Person, (a) any provision of any security issued by such Person or (b) any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Convey”, “Conveyance” and “Conveyed” means to assign, transfer and convey in trust ownership (propiedad fiduciaria) pursuant to, and with the effects contemplated under, Mexican law.

“Core Governmental Authorizations” means those Agreement Approvals

“Current Assets” means, with respect to any Person, all assets of such Person that, in accordance with Applicable Accounting Principles, would be classified as current assets on the balance sheet of a company conducting a business the same as or similar to that of such Person, after deducting appropriate and adequate reserves therefrom in each case in which a reserve is proper in accordance with Applicable Accounting Principles.

“Debt Service” means all the Additional Debt Service (if any) and the Facility Debt Service.

“Debt Service Coverage Ratio” means, for any period, the ratio of (a) Net TUA Amount received by the Lender Trust during such period to (b) the Debt Service payable for such period (including, without duplication, the Required Withholding Tax Payment in respect of such Debt Service).

“Debtor Relief Laws” means the Bankruptcy Code of the United States, the Ley de Concursos Mercantiles of Mexico and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Mexico or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Defaulting Lender” means, any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Xxxxxx’x determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due,

(b) has notified the Borrower or the Administrative Agent, in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Xxxxxx’x obligation to fund a Loan hereunder and states that such position is based on such Xxxxxx’x determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the

Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each other Lender and each Collateral Agent promptly following such determination.

“Default Rate” means (a) when used with respect to principal or interest in respect of any Loan or any Facility Swap Contract, an interest rate per annum equal to the interest rate (including Applicable Margin) otherwise applicable to such Loan plus 2.0% per annum and (b) when used with respect to fees and any other Secured Facility Obligation, an interest rate equal to the Base Rate plus 2.0% per annum.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of Sanctions that broadly prohibit dealings with that country or territory (as of the date of this Agreement, Cuba, Iran, North Korea, Sudan, Syria and the Crimea region of Ukraine).

“Discount Rate Debt” means any original issue discount instrument, including any instrument issued for value that is less than its face value at maturity.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dollar” or “US$” means the lawful currency of the United States.

“Dollar Enforcement Proceeds Account” has the meaning specified in Section 12.04.

“Dollar Permitted Investments” means any of the following types of Investments, to the extent owned by or held for the benefit of the Lender Trust, free and clear of all Liens (other than Liens created under the Collateral Documents):

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System of the United States, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (e) of this definition and (iii) has combined capital and surplus of at least US$1,000,000,000, in each case with maturities of not more than ninety (90) days from the date of acquisition thereof;

(c) readily marketable Dollar-denominated obligations issued or directly and fully guaranteed or insured by Mexico or any federal agency or instrumentality thereof having maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; provided that the full faith and credit of Mexico is pledged in support thereof;

(d) Dollar-denominated time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is organized under the laws of Mexico or is the principal banking subsidiary of a bank holding company organized under the laws of Mexico, and is a member of Banco de México, (ii) issues (or the parent of which issues) commercial paper at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P and (iii) has combined capital and surplus of at least US$1,000,000,000, in each case with maturities of not more than ninety (90) days from the date of acquisition thereof;

(e) commercial paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than ninety (90) days from the date of acquisition thereof;

(f) Investments, classified in accordance with Mexican GAAP as Current Assets of the Borrower, in money market investment programs registered under the Investment Company Act, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b), (c), (d) and (e) of this definition; and

(g) money market funds having a rating in the highest investment category granted thereby by a recognized credit rating agency at the time of acquisition, including any fund for which the Offshore Collateral Agent (or an Affiliate thereof) serves as an investment advisor, administrator, shareholder, servicing agent, custodian or sub- custodian, notwithstanding that (A) the Offshore Collateral Agent (or an Affiliate thereof) charges and collects fees and expenses from such funds for services rendered (provided that such charges, fees and expenses are on terms consistent with terms negotiated at arm’s length) and (B) the Offshore Collateral Agent charges and collects fees and expenses for services rendered, pursuant to this Agreement; provided that if at any time the Offshore Collateral Agent or the Lender Trust Trustee has not received instructions as to the investment of funds in the Offshore Accounts pursuant to Section 6.04(c), the Offshore Collateral Agent and the Lender Trust Trustee shall use commercially reasonable efforts to invest such funds in the JPMorgan Liquidity Funds - US Dollar Treasury Liquidity Fund – T38, or such other fund as the Required Lenders may determine and notify the Offshore Collateral Agent and the Lender Trust Trustee in writing.

“Domestic Flight” means any scheduled commercial passenger flight (servicio de transporte aéreo regular de pasajeros) or chartered passenger flight (servicio de transporte aéreo no regular de pasajeros), in each case, originating from any Airport to a destination within Mexico.

“Domestic Passenger” means any passenger (other than Exempt Passengers) who boards any Domestic Flight.

“Domestic Tariff” means the tariff payable under any Concession by Domestic Passengers, as approved by any competent Governmental Authority.

“DSCR Event” means, as of any Quarterly Date, that the Debt Service Coverage Ratio for the two (2) consecutive Quarterly Periods ending on such Quarterly Date (or, if less than two (2) Quarterly Periods have elapsed as of such Quarterly Date, the period from the Closing Date through such Quarterly Date), is less than the Required Debt Service Coverage Ratio.

“Enforcement Action” means (a) the application of funds in the Lender Trust Accounts or the Enforcement Proceeds Account to the payment of the Secured Obligations; (b) the charging, exercise of set-off rights or other application of all or any part of the Secured Obligations against any funds held in the Lender Trust Accounts or any other deposit account of the Borrower; or (c) the exercise of any rights or remedies granted to the Secured Parties in respect of the Collateral under any Collateral Document or Applicable Law as a result of the occurrence and continuation of any Event of Default.

“Enforcement Direction” means, with respect to any Event of Default, any notice given to any Agent by the Required Lenders which is expressly stated to be an enforcement direction, directing such Agent to take any Enforcement Action specified in such direction.

“Enforcement Proceeds Account” has the meaning specified in Section 12.04.

“Environmental and Social Consultant” means or if such consultant is no longer in business or is otherwise unable or unwilling to perform its consulting duties, any other consultant selected by the Required Lenders and, unless an Event of Default has occurred and is continuing, approved by the Borrower (such approval not to be unreasonably withheld or delayed).

“Environmental and Social Management Plan” means the Plan de Manejo Ambiental (PMA), dated January, 2015, prepared by the Borrower and filed with SEMARNAT and the Environmental and Social Management Plan prepared by the NAICM Sponsor which identify the environmental and social management and mitigation actions required to implement the Project.

“Environmental and Social Monitoring Report” has the meaning specified in Section 10.01(k).

“Environmental Impact Assessment” means the environmental impact study

, including the resolution issued by SEMARNAT by means of official communication No. SGPA/DGIRA/DG/9965, dated November 28, 2014.

“Environmental Laws” means, as applicable to any Person, any federal, state, local or foreign statutes, laws, ordinances, rules, regulations, codes, standards, orders, writs, judgments, injunctions, decrees or governmental restrictions relating to pollution and the protection of the environment or the release of any Hazardous Materials into the environment or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number or registry, license or other authorization required under any Environmental Law, including the Environmental Impact Assessment.

“Equator Principles” means the risk management framework, adopted by financial institutions, for determining, assessing and managing environmental and social risk in projects, which is primarily intended to provide a minimum standard for due diligence to support responsible risk decision-making effective from June 4, 2013.

“Equator Principles Action Plan” means, if required at any time, a document that describes and prioritizes the actions needed to bring the Project in line with applicable standards as defined in Principle 4 of the Equator Principles.

“Equity Interests” means, with respect to (a) the Borrower, the rights of the Borrower Trust Beneficiaries to the Trust Assets, (b) the Lender Trust, the rights of the Lender Trust Beneficiaries to the Lender Trust Assets, and (c) any other Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Eurocurrency Liabilities” has the meaning set forth in the definition of “LIBO Rate Reserve Percentage”.

“Event of Default” has the meaning specified in Section 12.01.

“Excess Amounts” means, in respect of any Lender, any portion of Taxes or Other Taxes (including any Additional Amounts) in excess of the Reduced Rate; provided that, notwithstanding the foregoing, “Excess Amounts” shall not include any fees, interest, penalties or costs that result from any action or inaction of the Borrower in respect of any matter previously requested in writing of the Borrower by such Lender which is necessary under Applicable Laws for such Lender, if it is a Foreign Lender, to qualify for the Reduced Rate.

“Exchange Rate” has the meaning specified in Section 6.16.

“Excluded Taxes” means, with respect to any Agent or Lender, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) Taxes that are Other Connection Taxes; (b) Taxes attributable to a Recipient’s failure to comply with Section 3.01(e); and (c) in the case of a Foreign Lender, any Excess Amount that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability to comply with Section 3.01(e).

“Executive Order” has the meaning specified in Section 5.01(dd)(ii).

“Exempt Airlines” means, as of any date of determination, each Airline that delivers such Airline’s collection of amounts due in respect of the TUA directly to any

Sponsor; provided that such Airlines collectively shall collect no more of the aggregate amounts due in respect of the TUA during the period of twelve

(12) consecutive months immediately preceding such date of determination; each, an “Exempt Airline”.

“Exempt Category” means any of the following, unless the SCT or any other Governmental Authority eliminates the exemption for the payment of TUA with respect to such category of passengers: (a) infants who are two (2) years or younger;

(b) diplomatic representatives and agents from a country other than Mexico; provided that a similar exemption from airport fees, tariffs or taxes is afforded to Mexican diplomatic representatives and agents by such other country with respect to their use of airports within such other country; (c) passengers who depart on flights originating from any Airport without leaving such Airport after arriving at such Airport on flights which originated at an airport other than such Airport in accordance with applicable guidelines specified by the SCT from time to time; and (d) pilots, co-pilots, flight engineers and flight attendants, duly commissioned with all applicable work authorizations and licenses, operating on Domestic Flights or International Flights originating from any Airport.

“Exempt Passenger” means a passenger who (a) is within any of the Exempt Categories and (b) boards a flight to any destination (whether within or outside Mexico) at any Airport.

“Exemption Modification Prepayment Event” means the occurrence of both an Exemption Modification Trigger and a Projected Debt Service Coverage Ratio Trigger.

“Exemption Modification Trigger” means, at any time after the Closing Date,

(a) any applicable Mexican Governmental Authority (including the SCT) or any Airport permits or authorizes passengers of a specified category of individuals (other than Exempt Categories) boarding International Flights or Domestic Flights to pay a Passenger Tariff in an amount which is less than the full amount of the Passenger Tariff payable by any other passengers (other than Exempt Categories) boarding International Flights or Domestic Flights at such time, and (b) the percentage change in the aggregate number of International Passengers or Domestic Passengers in the calendar month in which the event specified in clause (a) occurs or the next succeeding month thereafter, in each case, with respect to the next preceding calendar month, is less than the increase or greater than the decrease, as the case may be, in the Projected Passenger Growth Rate for International Passengers or Domestic Passengers, for such calendar month.

“Existing Airport” means the Xxxxxx Xxxxxx International Airport of Mexico City (the Xxxxxxxxxx Xxxxxxxxxxxxx Xxxxxx Xxxxxx xx xx Xxxxxx xx Xxxxxx) located in Mexico City, Federal District and within the concession area more particularly described in the AICM Concession, and the domicile of which is located at Xxxxxxxxx Xxxxxx Xxxxx, xx xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx, Xxxxxxx District, postal code 15620, Mexico, as the same may be refurbished, expanded or otherwise modified from time to time.

“Expropriation Compensation” means all value (whether in the form of money, securities, property or otherwise) paid or payable to any of the Borrower Trust

Beneficiaries or Lender Trust Beneficiaries in connection with the occurrence of any Expropriatory Event.

“Expropriation Compensation Account” has the meaning specified in Section 6.02(a)(ii).

“Expropriatory Event” means any action or series of actions by any Governmental Authority (a) to appropriate, confiscate, condemn, expropriate, nationalize, seize or otherwise take all or a material portion of any Concession, property, assets or business operations of any Sponsor, (b) to appropriate, confiscate, condemn, expropriate, nationalize, seize or otherwise take all or a material portion of the Collateral, property, assets or business operations of the Borrower or the Lender Trust, (c) to subject to requisa or otherwise assume custody or control of the operations of any Airport (or any material portion thereof) to the extent such event adversely affects the collection by the Lender Trust of amounts due or to become due in respect of the TUA or subject any Concession to rescate, in each case, pursuant to Mexican law, (d) that results in the dissolution or disestablishment of the Borrower, any Sponsor or the Lender Trust or

(e) that prevents any Sponsor from carrying on the business or operations of any Airport (or any material portion thereof); provided, that upon termination of the AICM Concession as a result of the commencement of commercial operations of the New Airport, the events described in clauses (a) through (e) above, as they relate to the Existing Airport, the TUA 1 and the AICM Sponsor, shall cease to constitute an Expropriatory Event.

“Extended Maturity Date” means the date set forth in the Maturity Extension Request delivered by the Borrower to the Administrative Agent pursuant to and in accordance with Section 2.04(b)(i); provided that, if any such date is not a Business Day, the Extended Maturity Date shall be the next preceding Business Day.

“Extending Lender” has the meaning assigned to such term in Section 2.04(b)(i). “Extension Fee” has the meaning assigned to such term in Section 2.07(c).

“Facility” has the meaning specified in Preliminary Statement (5) to this Agreement.

“Facility Collateral” has the meaning specified in Section 6.10(d)(i).

“Facility Debt Service” means, for any period, an amount equal to (a) the sum of all payments due during such period in respect of the Secured Facility Obligations, whether for principal, interest (taking into account Facility Swap Contracts in effect as of the date of determination (if any)), fees, Primary Swap Obligations due and payable by the Borrower in respect thereof, any Swap Contract Termination Payments payable by the Borrower or otherwise in respect thereof minus (b) all payments, if any, due from the Facility Swap Counterparties to the Borrower pursuant to each Facility Swap Contract during such period in respect thereof.

“Facility Debt Service Accrual Account” has the meaning specified in Section 6.01(a)(iii).

“Facility Debt Service Payment” means, with respect to any Funds Transfer Date, an amount equal to the aggregate Facility Debt Service in respect thereof due and payable on such Funds Transfer Date, as confirmed in writing by the Administrative Agent (with respect to such Facility Debt Service other than Obligations under any Facility Swap Contracts) and, if applicable, any Facility Swap Counterparty (with respect to such Facility Debt Service due under the Facility Swap Contract to which it is a party), less the amount on deposit in, or credited to, the Facility Debt Service Accrual Account for the Facility on such Funds Transfer Date.

“Facility Debt Service Reserve Account” has the meaning specified in Section 6.01(a)(ii).

“Facility Debt Service Reserve Deficiency” means, as of any date of determination, the amount, if any, by which funds on deposit in, or credited to, the Facility Debt Service Reserve Account is less than the Facility Debt Service Reserve Requirement, in each case, as of such date.

“Facility Debt Service Reserve Excess” means, as of any date of determination, the amount by which funds on deposit in, or credited to, the Facility Debt Service Reserve Account exceeds the Facility Debt Service Reserve Requirement, in each case, as of such date.

“Facility Debt Service Reserve Payment” has the meaning specified in Section 6.10(a)(ii).

“Facility Debt Service Reserve Requirement” means, as of any date of determination, the amount equal to (a)(i) the sum of (A) the aggregate interest and fees in respect of the then outstanding balance of the Secured Facility Obligations scheduled to become due pursuant to Sections 2.05(a) and 2.07 plus (B) all payments due from the Borrower pursuant to Article III with respect to such interest and fees plus (C) all payments, if any, due from the Borrower pursuant to each Facility Swap Contract minus

(ii) all payments, if any, due from the Facility Swap Counterparties to the Borrower pursuant to each Facility Swap Contract, in the case of clauses (i) and (ii) above, during the next six (6) consecutive months occurring after such date, plus (b) the Applicable Currency Equivalent (as adjusted for inflation according to the Inflation Index).

“Facility Discharge Date” means the indefeasible payment in full in cash of the Secured Facility Obligations (other than Secured Facility Obligations in respect of indemnification, expense reimbursement, tax gross-up or any contingent obligations, in each case, for which no claim has been made) and the obligation of the Borrower to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of the Borrower as well as any costs and expenses incurred by any Secured Facility Party necessary or desirable in order to

perfect and protect the first priority liens and security interests created under the Collateral Documents.

“Facility Swap Contract” means each Interest Rate Swap Contract in respect of the Facility executed in accordance with Section 7.01(m).

“Facility Swap Counterparty” means any of the Global Coordinators, BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiro BBVA Bancomer and Banco Santander (México) S.A., Institución de Banca Múltiple, Grupo Financiero Santander México or any Affiliate thereof, in each case, solely in its capacity as a party to a Facility Swap Contract.

“FATCA” means (a) Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor provision to the extent substantively comparable thereto), and any current or future regulations promulgated thereunder or official interpretations thereof; (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of the immediately preceding clause (a); or (c) any agreement pursuant to the implementation of (a) or (b) above with the Internal Revenue Service (including any agreement entered into pursuant to Section 1471(b)(1) of the Code), the U.S. government or any governmental or taxation authority in any other jurisdiction.

“Federal Book Entry Regulations” means (a) the federal regulations contained in Subpart B (“Treasury/Reserve Automated Debt Entry System (TRADES)”) governing book-entry securities consisting of U.S. Treasury bills, notes and bonds and Subpart D (“Additional Provisions”) of 31 C.F.R. Part 357, 31 C.F.R. §357.2, §357.10 through

§357.15 and §357.40 through §357.45 and (b) to the extent substantially identical to the federal regulations referred to in clause (a) above (as in effect from time to time), the federal regulations governing other book-entry securities.

“Federal Funds Rate” means, for any day, the rate per annum calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate. Notwithstanding anything herein to the contrary, the Federal Funds Rate shall at no time be less than 0.00% per annum.

“Fee Letters” means, collectively, (a) each fee letter between the Borrower and an Agent and (b) the fee letter, dated on or about the Closing Date, among the Borrower and the Global Coordinators.

“Financial Model” means projections of revenue and expenses and cash flows with respect to the Borrower for the period commencing January 1, 2015 and ending no earlier than on the final day of the calendar year during which the Notional Tenor End Date shall occur, with calculations of the Concession Life Coverage Ratio and Projected Debt Service Coverage Ratio assuming the aggregate amount of Commitments under this

Agreement is fully drawn, as delivered to the Administrative Agent pursuant to Section 4.01(f), as the same may be updated from time to time pursuant to Section 2.06(f), and Section 8.01(b)(iii)(D), or in respect of any Mandatory Prepayment Trigger, Political Violence Trigger or Reduction in Charge Trigger.

“Financial Model Assumptions” has the meaning specified in Section 8.01(b)(iii)(D).

“Fiscal Quarters” means, with respect to each Relevant Party, the periods commencing on (a) January 1 in any calendar year and ending on the next succeeding March 31, (b) April 1 in any calendar year and ending on the next succeeding June 30,

(d) October 1 in any calendar year and ending on the next succeeding December 31; each a “Fiscal Quarter”.

“Fiscal Year” means, with respect to each Relevant Party, the period commencing on January 1 in any calendar year and ending on the next succeeding December 31.

“Fitch” means Xxxxx Ratings and any successor to its rating agency business. “Flight Decentralization Prepayment Event” means the occurrence of both a

Flight Decentralization Trigger and a Projected Debt Service Coverage Ratio Trigger.

“Flight Decentralization Trigger” means, at any time after the Closing Date, any Airline, either individually or in the aggregate with any other Airline, shall reduce International Flights or Domestic Flights (other than, in each case, chartered passenger flights (servicio de transporte aéreo no regular de pasajeros)) in a manner resulting in the Existing Airport or, if the commencement of commercial operations of the New Airport has occurred, the New Airport having a passenger traffic volume of less than 25,000,000 passengers per annum.

“Force Majeure” means any act or event that (a) renders it impossible for, or delays, any Relevant Party’s ability to perform or otherwise comply with its obligations under any of the Transaction Documents, (b) is beyond the reasonable control of the affected Person, (c) is not due to the fault or negligence of the affected Person, and

(d) could not have been avoided by the exercise of due diligence, including the expenditure of any reasonable sum of money. Subject to the satisfaction of the conditions set forth in (a) through (d) above, “Force Majeure” shall include: (i) war (declared or undeclared) or other military action; (ii) riot, revolt, insurrection, sabotage, terrorism or other civil disturbance; (iii) strike, lockout or other labor disturbances;

(iv) Expropriatory Events; (v) Changes in Law; (vi) commercial embargo, closing of harbors or docks, or other transportation disasters, whether by ocean, rail, land or air;

(vii) natural phenomena, such as storms, floods, lightning and earthquakes; (viii) fire or explosion; and (ix) epidemic and quarantine.

“Force Majeure Event” means the occurrence of both a Force Majeure and a Projected Debt Service Coverage Ratio Trigger.

“Foreign Lender” means any Lender that is not a Mexican Bank.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funding Date” means each date on which the conditions precedent set forth in Section 4.01 (in the case of the initial Borrowing only) and Section 4.02 (in the case of all Borrowings) are satisfied and a disbursement of the Loans is made to the Borrower.

“Funds Transfer Date” means the last day of each calendar month or, if such day is not a Business Day, the immediately preceding day that is a Business Day.

“FX Swap Contract” means a Swap Contract, in form and substance satisfactory to the Required Lenders and in compliance with the requirements of the Intercreditor Agreement, between the Borrower and an Acceptable FX Bank, to protect against the risk of foreign exchange fluctuations in respect of any Additional Debt, for a period concurrent with the tenor of such Additional Debt through its maturity.

“GAAP” means, with respect to any jurisdiction, generally accepted accounting principles as may be adopted or endorsed by a significant segment of the accounting profession in such jurisdiction, that are applicable to the circumstances as of any date of determination, consistently applied.

“Global Coordinators” means CGMI, HSBC Securities, and J.P. Xxxxxx Securities, not in their respective individual capacities except as expressly set forth herein but solely as global coordinators and joint bookrunners and lead arrangers.

“Government Official” means an elected or appointed member or official, officer or employee of any Governmental Authority.

“Governmental Authority” means the government of Mexico, the United States, or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Authorization” means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

“Granting Lender” has the meaning specified in Section 14.06(h).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or

(iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“HSBC Securities” has the meaning specified in the introductory paragraph hereto.

“HSBC (USA)” has the meaning specified in the introductory paragraph hereto. “Incremental Debt” means Indebtedness of the Borrower other than

(a) Indebtedness under the Loan Documents, (b) Required Swap Debt and (c) Refinancing Debt.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, guarantee or otherwise, contingently or otherwise, become liable, directly or indirectly, for or with respect to, or to extend the maturity of, or become responsible for, the payment of such Indebtedness; provided, however, that neither (a) the accrual of interest,

(b) the accretion of original issue discount nor (c) an increase in the outstanding amount of Indebtedness caused solely by fluctuations in the exchange rates of currencies shall be considered an Incurrence of Indebtedness. The terms “Incurrence” and “Incurring” have corresponding meanings.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with Applicable Accounting Principles:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all obligations of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and not past due for more than 60 days after the date on which each such trade payable or account payable was created);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Obligations of such Person under Capitalized Leases;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“Indemnified Taxes” means Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any Obligation of the Borrower under any Loan Document.

“Indemnitees” has the meaning specified in Section 14.04(b).

“Independent Auditors” means PricewaterhouseCoopers S.C., Xxxxxxx, Xxxxx & Xxxxx or such other independent auditor of recognized international standing having no affiliation with the Borrower, the Sponsors or any of their Affiliates and reasonably acceptable to the Required Lenders.

“Inflation Index” means (a) for amounts denominated in Pesos, the Mexican Consumer Price Index (Índice Nacional de Precios al Consumidor), published by the National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía) (INEGI) and (b) for amounts denominated in Dollars, the Producer Price Index (Finished Goods Less Food and Energy) (WPSSOP3500), published by the United States Department of Labor; provided that, for purposes of calculating any amount in Pesos or in Dollars to be specified in this Agreement or any other Loan Document by reference to the applicable inflation index, the relevant base date of calculation shall be, unless otherwise specified, the Closing Date.

“Information” has the meaning specified in Section 14.07.

“Initial Lender” has the meaning specified in the introductory paragraph hereto. “Initial Maturity Date” means the date that is sixty (60) months after the Closing

Date; provided that, if any such date is not a Business Day, the Initial Maturity Date shall be the next preceding Business Day.

“Insolvency Proceeding”, with respect to any Person, means (a) entry by any competent Governmental Authority of any jurisdiction or a court having jurisdiction in the premises of (i) a decree or order for relief in respect of such Person in an involuntary case or proceeding under any applicable Debtor Relief Law or (ii) an involuntary or contested decree or order adjudging such Person as bankrupt or insolvent, or approving as properly filed a petition seeking suspension of payment, reorganization, arrangement, adjustment or composition of or in respect of such Person under any applicable Debtor Relief Law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of such Person or of any substantial part of the property of such Person, or ordering the dissolution, winding up or liquidation of the affairs of such Person and the continuance of any such decree or order referred to in clauses (i) and (ii) above remains undismissed or unstayed and in effect for a period of ninety

(90) consecutive days, (b) commencement by such Person of a voluntary case or proceeding under any applicable Debtor Relief Law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by such Person to the entry of a decree or order for relief in respect of such Person in an involuntary case or proceeding under any applicable Debtor Relief Law or to the commencement of any bankruptcy or insolvency case or proceeding against such Person, or the filing by such Person of a petition or answer or consent seeking reorganization or relief under any applicable Debtor Relief Law; or consent by such Person to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of such Person or of any substantial part of the property of such Person, or the making by such Person of an assignment for the benefit of creditors or

they become due, or the taking of corporate action by such Person in furtherance of any such action.

“Insurance Consultant” means , or

if such consultant is no longer in business or is otherwise unable or unwilling to perform its consulting duties, any other consultant selected by the Required Lenders and, unless an Event of Default has occurred and is continuing, approved by the Borrower (such approval not to be unreasonably withheld or delayed).

“Intercreditor Agent” means the intercreditor agent appointed pursuant to the Intercreditor Agreement.

“Intercreditor Agreement” means the intercreditor agreement executed by the Borrower, the Lenders (or any agent on their behalf), the Administrative Agent, the Offshore Collateral Agent, the Account Holder, the Onshore Collateral Agent and the Lender Trust Trustee in respect of the Facility (and any refinancing, replacement or restructuring thereof) and the Intercreditor Agent, each Swap Counterparty and each Additional Debt Provider or agents or representatives of such Additional Debt Providers pursuant to Section 8.01(b)(iii)(N) in the form of Exhibit

“Interest Period” means, as to each LIBO Rate Loan, (a) in the case of any disbursement of any LIBO Rate Loan or any conversion of a Base Rate Loan into a LIBO Rate Loan pursuant to Section 3.02 or Section 3.03, the period commencing on the date of such disbursement or conversion, as the case may be, and ending on the date three (3) or six (6) months thereafter, as selected by the Borrower in its Loan Notice, and, thereafter, each subsequent period commencing on the last day of the next preceding Interest Period and ending on the first day of the next succeeding Interest Period and

(b) in the case of any continuation of any LIBO Rate Loan, the period commencing on the date of such continuation and ending on the first day of the next succeeding Interest Period; provided that:

(i) the initial Interest Period shall end on the Quarterly Date immediately succeeding the date of such disbursement or conversion, as the case may be;

(ii) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iv) no Interest Period shall extend beyond the Maturity Date.

“Interest Rate Swap Contract” means a Swap Contract, in form and substance satisfactory to the Required Lenders and in compliance with the requirements of the

Intercreditor Agreement, between the Borrower and a Swap Counterparty, to protect against the risk of interest rate fluctuations in respect of the Facility or any Additional Debt, for a period concurrent with the tenor of the Facility or such Additional Debt, as applicable, through its maturity.

“International Flight” means any scheduled commercial passenger flight (servicio de transporte aéreo regular de pasajeros) or chartered passenger flight (servicio de transporte aéreo no regular de pasajeros), in each case, originating from any Airport to a destination outside Mexico.

“International Passenger” means any passenger (other than Exempt Passengers) who boards any International Flight.

“International Tariff” means the tariff payable under each Concession by International Passengers, as approved by any competent Governmental Authority.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.01 in respect of such Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person.

“Investment Company Act” means the United States Investment Company Act of

1940.

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the

equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.

“ISDA” means the International Swaps and Derivatives Association, Inc.

“IVA Payment Date” means the Business Day from time to time on which Certified IVA Payments are requested by the Borrower; provided that no more than two

(2) IVA Payment Dates may occur in any one calendar month.

“J.P. Xxxxxx Securities” has the meaning specified in the introductory paragraph hereto.

“JPMorgan” has the meaning specified in the introductory paragraph hereto. “Judgment Currency” has the meaning specified in Section 14.16(a).

“Judgment Currency Conversion Date” has the meaning specified in Section 14.16(a).

“Lender” means each Initial Lender and each Person that shall become a Lender hereunder pursuant to Section 14.06 for so long as such Initial Lender or Person, as the case may be, shall be a party to this Agreement.

“Lender Trust” means the irrevocable guaranty, administration and payment trust (fideicomiso irrevocable de garantía, administración y pago) created and existing under the laws of Mexico, established with the Lender Trust Trustee, pursuant to the Lender Trust Agreement.

“Lender Trust Accounts” means, collectively, the Onshore Accounts and the Offshore Accounts; each, individually, a “Lender Trust Account”.

“Lender Trust Agreement” means that certain amended and restated irrevocable guaranty, administration and payment trust agreement (Contrato de Fideicomiso Irrevocable de Garantía, Administración y Xxxxxx xx Xxxx) Xx. 0000, dated on or about the Closing Date, in form and substance satisfactory to the Initial Lenders, by and among the Lender Trust Trustee, as trustee, the Borrower Trust, as settlor and second place beneficiary, and the first place beneficiaries parties thereto.

“Lender Trust Assets” means all of the Borrower’s right, title and interest in and to receive (a) all Trust Assets, (b) amounts due or to become due in respect of TUA,

(c) any Business Interruption Insurance Proceeds, (d) its rights under Clauses Second, Fourth and Fifth of the Assignment of Rights Agreements, and (e) indemnities under or in connection with the Concessions.

“Lender Trust Beneficiaries” means at any date, those Persons designated as beneficiaries of the Lender Trust pursuant to Clause Three of the Lender Trust Agreement as of such date.

“Lender Trust Trustee” means Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, solely in its capacity as trustee under the Lender Trust.

“Lending Office” means, as to any Lender, the office of such Lender specified as its “Lending Office” opposite its name (in the case of each Initial Lender) or in the Assignment and Assumption pursuant to which it became a Lender (in the case of any other Lender), or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“LIBO Rate” means, with respect to any LIBO Rate Loan for any Interest Period, the rate appearing on Reuters Page LIBOR01 (or on any successor or substitute page or service providing quotations of interest rates applicable to Dollar deposits in the London interbank market comparable to those currently provided on such page, as determined by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, as the rate for Dollar deposits with a maturity comparable to such Interest Period. In the event that such

rate is not available at such time for any reason, then the “LIBO Rate” with respect to such LIBO Rate Loan for such Interest Period shall be the rate per annum determined by the Administrative Agent (subject to the confidentiality obligation in Section 14.07) to be the arithmetic mean (rounded upwards to four decimal places) of the respective interest rates per annum at which Dollar deposits for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBO Rate Loan being made, continued or converted and with a maturity comparable to such Interest Period would be offered by the Reference Xxxxx’ respective principal London offices to major xxxxx in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period. Notwithstanding anything herein to the contrary, the LIBO Rate shall at no time be less than 0.00% per annum.

“LIBO Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of LIBO Rate.

“LIBO Rate Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency Liabilities”). The LIBO Rate for each outstanding LIBO Rate Loan shall be adjusted automatically as of the effective date of any change in the LIBO Rate Reserve Percentage.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or preference, priority, fideicomiso or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Litigation Payment” means the requirement to post, pay, or offer, any cautio judicatum xxxxx xxxx, litigation bond, or any other bond, fee, payment, or security measure provided for by any provision of law applicable to any action or lawsuit.

“Loan” has the meaning specified in Section 2.01.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Borrower Trust Agreement, (d) the Collateral Documents, (e) the Facility Swap Contracts (if any), (f) the AICM Sponsor Power of Attorney, (g) after the Trigger Date, the NAICM Sponsor Power of Attorney, (h) the Intercreditor Agreement, (i) the Fee Letters and

(j) any ancillary documents and all certificates delivered under or in connection with the documents referred to in clauses (a) through (i).

“Loan Notice” means a written notice from the Borrower to the Administrative Agent requesting a Borrowing pursuant to Section 2.02(a)

“Loss of Concession” means any Concession is terminated or revoked, or any Sponsor ceases for any reason (including its breach of its respective Concession) to be the Person or Persons solely entitled to operate the Existing Airport (in the case of the AICM Sponsor) or the New Airport (in the case of the NAICM Sponsor) in accordance with its applicable Concession; provided, that upon termination of the AICM Concession as a result of the commencement of commercial operations of the New Airport, the events described above, as they relate to the Existing Airport, the AICM Concession and the AICM Sponsor, shall cease to constitute a Loss of Concession.

“Mandatory Prepayment Event” means an Alternative Airport Event, a Flight Decentralization Prepayment Event, an Exemption Modification Prepayment Event or a Force Majeure Event.

“Mandatory Prepayment Period” means, with respect to any Mandatory Prepayment Event, the period commencing from the date of such Mandatory Prepayment Event through the earlier of (a) the Maturity Date and (b) the date on which the Projected Debt Service Coverage Ratio, determined in accordance with this Agreement, is equal to or higher than the Required Debt Service Coverage Ratio.

“Mandatory Prepayment Trigger” means an Alternative Airport Trigger, a Flight Decentralization Trigger, an event of Force Majeure or an Exemption Modification Trigger.

“Market Consultant” means

or any other consultant , as the same may be amended from time to time by mutual agreement between the Required Lenders and, unless an Event of Default has occurred and is continuing, the Borrower (such consent not to be unreasonably withheld or delayed).

“Master Agreement” has the meaning set forth in the definition of “Swap Contract”.

“Material Adverse Change” means any material adverse change in the business, condition (financial or otherwise), operations, or prospects of any Relevant Party.

“Material Adverse Effect” means a material adverse effect on (a) the operations, business, condition (financial or otherwise) or prospects of any Relevant Party; (b) the Liens in favor of the Offshore Collateral Agent or the Onshore Collateral Agent, (c) the ability of any Agent or any Secured Party to enforce its rights and remedies under any Loan Document, or (d) the ability of (A) any Relevant Party to perform its obligations under any Loan Document to which it is a party, or (B) any Relevant Party to perform its material obligations under any Project Agreement to which it is a party; provided, that upon termination of the AICM Concession as a result of the commencement of commercial operations of the New Airport, the events described in clauses (a) through (d)

above, as they relate to the Existing Airport, the TUA 1 and the AICM Sponsor, shall cease to constitute a Material Adverse Effect.

“Maturity Date” means (x) the Initial Maturity Date or (y) with respect to each Extending Lender, the Extended Maturity Date.

“Maturity Extension Confirmation” has the meaning assigned to such term in Section 2.04(b)(i).

“Maturity Extension Request” has the meaning assigned to such term in Section 2.04(b)(i).

“Maximum Rate” has the meaning specified in Section 14.09.

“Mexican Bank” shall mean a bank duly organized under the laws of Mexico and licensed to engage in the business of banking by the SHCP.

“Mexican GAAP” means, as applicable, (i) Mexican Financial Reporting Standards (Normas de Información Financiera) as in effect from time to time issued by the Mexican Financial Reporting Standards Board (Consejo Mexicano para la Investigación y Desarrollo de Normas de Información Financiera, A.C.).,

(ii) International Financial Reporting Standards as in effect from time to time issued by the International Accounting Standards Board, (iii) accounting standards and rules as in effect from time to time provided in the General Law of Governmental Accounting (Ley General de Contabilidad Gubernamental), or (iv) General Financial Reporting Standards applicable to State-Owned Entities (Normas de Información Financiera Gubernamental Generales para el Sector Paraestatal) and the Specific Financial Reporting Standards applicable to State-Owned Entities (Normas de Información Financiera Gubernamental Específicas para el Sector Paraestatal).

“Mexican Income Tax Law” means the Ley del Impuesto sobre la Renta of Mexico.

“Mexico” means the United Mexican States.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Nafin” means Nacional Financiera, S.N.C., Institución de Banca de Desarrollo. “NAICM Agency Contract” means that certain Agency Agreement (Contrato de

Comisión Mercantil) to be executed on or before the Trigger Date between the NAICM Sponsor, as agent (comisionista), and the Lender Trust, for the rendering of services relating to the collection of the TUA 2 from the Airlines, as executed in accordance with Section 7.01(t).

“NAICM Concession” means (a) the Concesión otorgada en favor de Grupo Aeroportuario de la Ciudad de México, S.A. de C.V. granted by the SCT and published in

the Federal Official Gazette (Diario Oficial de la Federación), on January 26, 2015, and

(b) each annex thereto.

“NAICM Sponsor” has the meaning specified in Preliminary Statement (1) to this Agreement.

“NAICM Sponsor Power of Attorney” has the meaning specified in Section 7.01(r).

“Negotiation Period” has the meaning specified in Section 3.03.

“Net Cash Proceeds” means, with respect to (A) any Expropriation Compensation received or paid to the account of any Sponsor or the Borrower, as the case may be, or (B) any proceeds from the Incurrence or issuance of Indebtedness by the Borrower not otherwise permitted pursuant to Section 8.01(b), the excess, if any, of

(a) the sum of cash and cash equivalents (including Cash Equivalents) received in connection with such transaction (including any cash or cash equivalents (including Cash Equivalents) received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (b) the sum of

(i) any reasonable and documented out-of-pocket expenses incurred by the Borrower, the Lender Trust or any Sponsor in connection with the collection and payment of such Expropriation Compensation or proceeds from the Incurrence or issuance of Indebtedness (including, in each case, Attorney Costs) and (ii) income taxes reasonably estimated to be actually payable within two (2) years of the date of the relevant transaction as a result of any gain recognized in connection therewith.

“Net Swap Payment” means, for any period, the net amount of the Primary Swap Obligations paid with respect to such period under any Required Swap Contract but excluding any payments in respect of any Swap Contract Termination Payment, any “Early Termination Amount” in respect of any “Early Termination Date” (as those terms are defined in such Required Swap Contract) and any other payment in respect of any termination of such Required Swap Contract.

“Net TUA Amount” means, with respect to any period, the amount equal to

(a) the sum of (i) all TUA deposited in, or credited to, without duplication, the Peso Revenues Account and the Offshore Revenue Account during such period and (ii) all interest and other income of the Borrower deposited in, or credited to, without duplication, the Peso Revenues Account and the Offshore Revenue Account during such period, minus (b) the sum of (i) all Certified IVA Payments made during such period pursuant to priority First, of Section 6.06(b) and of Section 6.07(b) plus (ii) all Operating Costs paid during such period pursuant to priority Second, of Section 6.06(b) and of Section 6.07(b), during such period.

“New Airport” means the new international airport to serve Mexico City and the surrounding areas in an approximate area of 46,600,000 square meters, to be located in Texcoco, State of Mexico as described in the NAICM Concession.

“Next Scheduled Debt Service Payment” means, as of any Funds Transfer Date,

(a) an amount equal to the sum of (i) the amount of scheduled interest due and payable in respect of the Loans pursuant to Section 2.05(a), and (ii) all payments, if any, due from the Borrower pursuant to each Facility Swap Contract, in the case of clauses (i) and

(ii) above, on the Quarterly Date next succeeding such Funds Transfer Date, minus

(b) the amount of all payments, if any, due from the Facility Swap Counterparties pursuant to each Facility Swap Contract on the Quarterly Date next succeeding such Funds Transfer Date.

“Non-Extending Lender” has the meaning assigned to such term in Section 2.04(b)(i).

“Non-Defaulting Lenders” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” means a promissory note (pagaré) of the Borrower payable to the order of any Lender evidencing the aggregate indebtedness of the Borrower to such Lender resulting from Loans made by such Xxxxxx.

“Notional Tenor End Date” means the later of (a) the date that is thirty (30) years following the date of determination and (b) the expiration date of the AICM Concession or, upon termination of the AICM Concession as a result of the commencement of commercial operations of the New Airport, the NAICM Concession.

“NYFRB” means the Federal Reserve Bank of New York. “Obligation Currency” has the meaning specified in Section 14.16(a).

“Obligations” means, with respect to any Person, any payment, performance or other obligation of such Person of any kind, including any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any Insolvency Proceeding.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Officer’s Certificate” means, with respect to any Person, a certificate signed by a Responsible Officer of such Person.

“Offshore Accounts” means, collectively, the Offshore Revenues Account, the Facility Debt Service Reserve Account and the Facility Debt Service Accrual Account; each, individually, an “Offshore Account”.

“Offshore Collateral Agent” means Citibank in its capacity as Offshore Collateral Agent under any of the Loan Documents, or any successor Offshore Collateral Agent appointed pursuant to Article XIII.

“Offshore Revenues Account” has the meaning specified in Section 6.01(a)(i).

“Onshore Accounts” means, collectively the Peso Revenues Account, the Expropriation Compensation Account and the Peso Withholding Account; each, individually, an “Onshore Account”.

“Onshore Collateral Agent” means Banamex Fiduciaria in its capacity as onshore collateral agent under any of the Loan Documents, or any successor onshore collateral agent appointed pursuant to Article XIII.

“Operating Costs” means, on any Funds Transfer Date, the sum of (a) any Trustee Payment due and owing as of such Funds Transfer Date; (b) any payments due and owing to the Lender Trust Trustee as of such Funds Transfer Date; (c) costs and fees reasonably related to obtaining and maintaining any Borrower Approval; (d) amounts payable under the Agency Agreements not to exceed (i) (as adjusted for inflation according to the Inflation Index) on any Quarterly Date in respect of the Quarterly Period then ended and (ii) per Year (as adjusted for inflation according to the Inflation Index, in each case plus any increase in the premiums under any business interruption insurance policy arising pursuant to Section 7.01(q) evidenced in writing to the Administrative Agent); (e) any fees and expenses payable by the Borrower to any Agent under any Loan Document; (f) any other cost and expense directly related to the performance by the Borrower of the Borrower’s obligations under this Agreement, any Additional Debt Agreement and any other Transaction Document, and (g) to the extent not previously deducted by the applicable Airline, Collection Fees in accordance with Collection Agreements executed on fair market terms comparable to those Collection Agreements existing on the date hereof; provided that “Operating Costs” shall not include amounts payable in respect of (x) except as set forth above, the Secured Obligations or any other Indebtedness of the Borrower permitted under the Transaction Documents (including any Taxes payable in respect thereof), (y) Airport Contingent Expenses, and (z) amounts in excess of those described in clause (d) above.

“Original Credit Agreement” has the meaning specified in Preliminary Statement

(4) to this Agreement.

“Original Facility” has the meaning specified in Preliminary Statement (4) to this Agreement.

“Original Loans” has the meaning specified in Section 2.01(a).

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than a connection arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp or documentary duties or taxes, other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, filing, recording, perfection, admissibility in evidence or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means, as of any date of determination, the sum of (a) the aggregate undrawn and uncancelled Commitments and (b) the aggregate outstanding principal amount of the Loans, after giving effect to all prepayments and repayments of the Loans occurring through such date.

“Participant” has the meaning specified in Section 14.06(d).

“Passenger Tariffs” means the Domestic Tariff and the International Tariff. “Patriot Act” has the meaning specified in Section 14.17.

“Payment Certificate” means a certificate delivered by the Borrower in accordance with Section 6.11 the form Exhibit

“Payment Default” means any Event of Default described in Section 12.01(a) or any failure to pay that, with the lapse of time, would become an Event of Default under Section 12.01(a).

“Permitted Assignee” has the meaning specified in Section 14.06(b)(i). “Permitted Liens” means such of the following as to which no enforcement,

collection, execution, xxxx or foreclosure proceeding shall have been commenced:

(a) Liens for taxes, not yet due or which are subject to Contest; (b) Liens securing judgments for the payment of money not constituting an Event of Default under Section 12.01(g) or securing appeal or other surety bonds related to such judgments; and (c) any Liens created in favor of any of the Secured Parties under or pursuant to the Loan Documents and Additional Debt Agreements (if any).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Peso Enforcement Proceeds Account” has the meaning specified in Section 12.04.

“Peso Permitted Investment” means any Peso-denominated obligation issued or directly and fully guaranteed or insured by Mexico or any federal agency or instrumentality thereof and maturing not more than one hundred eighty (180) days after the acquisition thereof; provided that the full faith and credit of Mexico is pledged in support thereof; (b) demand deposit accounts with Mexican xxxxx specified in clause (c) of this definition) maintained in the ordinary course of business; and

(c) certificates of deposit, bank promissory notes and bankers’ acceptances denominated in Pesos, maturing not more than one hundred eighty (180) days after the acquisition thereof and issued or guaranteed by any one of the five largest xxxxx (based on assets as of the immediately preceding December 31) organized under the laws of Mexico and which are not under intervention or controlled by the Instituto para la Protección al Ahorro Bancario or any successor thereto.

“Peso Revenues Account” has the meaning specified in Section 6.02(a)(i). “Peso Withholding Account” has the meaning specified in Section 6.02(a)(iii). “Pesos” or “MX$” means the lawful currency of Mexico.

“Political Violence Event” means the occurrence of both a Political Violence Trigger and a Projected Debt Service Coverage Ratio Trigger.

“Political Violence Trigger” means any violent action such as war (declared or undeclared), civil war or other military action, riot, revolt, insurrection, sabotage, blockade, revolution, terrorism or other civil disturbance that (a) causes the cessation of all or a material part of the operation of the Existing Airport or, if the commencement of commercial operations of the New Airport has occurred, the New Airport, or (b) causes material damage to, or the destruction of, property or assets of the AICM Sponsor or, if the commencement of commercial operations of the New Airport has occurred, the NAICM Sponsor.

“Primary Swap Obligations” means any Indebtedness payable by any Person party to any Required Swap Contract, including any amounts owed under Section 15 of such Required Swap Contract in connection with the occurrence of any “Optional Early Termination Event” or “Mandatory Early Termination Event” under such Required Swap Contract or any amounts payable pursuant to any “Confirmation” related to such Required Swap Contract (including any Swap Contract Termination Payment), but excluding any amounts owed in respect of (a) “Indemnifiable Taxes” under such Required Swap Contract; (b) expenses under the terms of Section 11 of such Required Swap Contract; and (c) other amounts owed in respect of indemnification obligations of the Borrower under any such Required Swap Contract (the terms “Optional Early Termination Date”, “Mandatory Early Termination Date”, “Confirmation” and “Indemnifiable Taxes” having the meanings specified in the relevant Required Swap Contract).

“Prime Rate” means, for any day in which the Prime Rate shall be in effect, the rate per annum in effect from time to time as determined by the Administrative Agent to be the arithmetic mean (rounded upwards, if not already such multiple, to the nearest whole multiple of one-hundredth of one percent) of the respective rates notified by each Reference Bank to the Administrative Agent from time to time as its publicly announced “prime rate” in effect from time to time (subject to the confidentiality obligation in Section 14.07); each change in the Prime Rate shall be effective from and including the date such change is publicly announced by a Reference Bank as being effective.

Notwithstanding anything herein to the contrary, the Prime Rate shall at no time be less than 0.00% per annum.

“Pro Rata Share” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Outstanding Amount represented by the aggregate undrawn amount of such Xxxxxx’x Commitment and the principal amount of such Xxxxxx’x outstanding Loans at such time; provided that, if the Commitment of each Lender to make any Loan has been terminated pursuant to Section 2.03 or Section 12.02(a), the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Share of each Initial Lender is set forth opposite the name of such Initial Lender

and, with respect to any other Lender, in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Process Agent” means any Person appointed as agent by the Borrower, or any other Person to receive on behalf of itself and its property services of copies of summons and complaint or any other process which may be served in connection with any action or proceeding before any court arising out of or relating to this Agreement or any of the other Loan Documents that is governed by the laws of the State of New York, to which it is a party, including CT Corporation System.

“Prohibited Person” means any Person (a) identified on the Specially Designated Nationals and Blocked Persons List, as published by the United States Department of the Treasury Office of Foreign Asset Control from time to time, and available on the Internet at: xxxx://xxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx/xxx/xxxxx.xxxx or any official successor website, (b) with whom any Lender is prohibited from dealing with as a matter of applicable law or regulation, or (c) any Person that is (or one or more of whose Affiliates are) listed on the World Bank List of Debarred Firms or who has been sanctioned in connection with the United Nations Security Council Resolutions adopted pursuant to Chapter VII of the Charter of the United Nations or any other UN sanctions list promulgated pursuant to the UN Security Council resolutions in connection with money laundering or anti-terrorism measures, as updated from time to time.

“Project” has the meaning specified in Preliminary Statement (1) to this Agreement.

“Project Agreements” means, collectively, the Concessions, the AICM Agency Contract, the Assignment of Rights Agreements and, after the Trigger Date, the NAICM Agency Contract; each, individually, a “Project Agreement”.

“Project Facilities” has the meaning specified in Preliminary Statement (1) to this Agreement.

“Projected Debt Service” means, on any date of determination and for any period, the amount of Debt Service projected to be payable by the Borrower during such period calculated as of such date of determination using the Financial Model.

“Projected Debt Service Coverage Ratio” means, as of any date of determination and for any period, the ratio of (a) the Net TUA Amount projected to be received by the Lender Trust for such period, as determined in accordance with the Financial Model, to

(b) Projected Debt Service, in each case for such period.

“Projected Debt Service Coverage Ratio Trigger” means that the Projected Debt Service Coverage Ratio calculated by the Borrower on the basis of the Projected Passenger Traffic set forth in an Updated Traffic Report and Updated Financial Model is less than the Required Debt Service Coverage Ratio.

“Projected Passenger Growth Rate” means, with respect to each calendar month, the expected passenger traffic growth rate for such calendar month, as fo

“Projected Passenger Traffic” means, with respect to any period and any Mandatory Prepayment Trigger, Political Violence Trigger or Reduction in Charge Trigger, the number of International Passengers and Domestic Passengers projected for such period, as set forth in the Updated Traffic Report in respect of such Mandatory Prepayment Trigger, Political Violence Trigger or Reduction in Charge Trigger which is received by the Administrative Agent.

“Prospective Event of Default” means any event or condition that, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“Purchase Price” means (a) with respect to TUA 1, the amount payable by the Borrower to the AICM Sponsor in respect of the assignment by the AICM Sponsor to the Borrower of all rights to amounts due or to become due in respect of the TUA 1, including all rights to collect such TUA 1 related thereto, pursuant to Clause Three of the TUA 1 Assignment of Rights Agreement and (b) with respect to the TUA 2, the amount payable by the Borrower to the NAICM Sponsor in respect of the assignment by the NAICM Sponsor to the Borrower of all rights to amounts due or to become due in respect of the TUA 2, including all rights to collect such TUA 2 related thereto, pursuant to Clause Three of the TUA 2 Assignment of Rights Agreement.

“Quarterly Date” means the last day of January, April, July and October of each year or, if such day is not a Business Day, the immediately preceding day that is a Business Day.

“Quarterly Period” means the period commencing on any Quarterly Date through (but excluding) the next succeeding Quarterly Date.

“Rate Determination Notice” has the meaning specified in Section 3.03.

“Rating Agency” means Fitch, S&P, Moody’s or any other nationally recognized United States rating agency reasonably acceptable to the Required Lenders.

“Ratings Affirmation” means, with respect to the Incurrence of any Additional Debt or Subordinated Debt, a letter issued by a Rating Agency confirming that, after

giving effect to the Incurrence of such Additional Debt or Subordinated Debt, and after taking into account all outstanding Indebtedness of the Borrower, the corporate credit rating of the Borrower is at least equal to Investment Grade Rating.

“Recipient” means the Administrative Agent, each other Agent, each Lender, or each other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder.

“Reduced Rate” means, as of any relevant date, the lowest rate then applicable under Mexican law for payment of income taxes imposed on non-residents of Mexico with respect to Mexican sourced interest income (and other taxable amounts) payable hereunder to Lenders that are not residents of Mexico and which are required to be withheld and paid by the Borrower for the account of each such Lender.

“Reduction in Charge Event” means the occurrence of both a Reduction in Charge Trigger and a Projected Debt Service Coverage Ratio Trigger.

“Reduction in Charge Trigger” means the occurrence of any of the following (unless waived by the Lenders, in the case of clauses (a) and (b) only): (a) the International Tariff payable under any Concession with respect to each International Passenger, as approved by the appropriate Governmental Authority, is less than

, as adjusted from time to time for inflation pursuant to the applicable Concession, (b) the Domestic Tariff payable under any Concession with respect to each Domestic Passenger, as approved by the appropriate Governmental Authority, is less than

, as adjusted from time to time for inflation pursuant to the applicable Concession or (c) the SHCP has approved the elimination of either the International Tariff or the Domestic Tariff and no other fee, tariff or other amount in lieu of, or in substitution for, or in addition to, such tariff, is payable by Domestic Passengers or International Passengers (other than Exempt Passengers) for the use of the Airports; provided, that upon termination of the AICM Concession as a result of the commencement of commercial operations of the New Airport, the events described in clauses (a) through (c) above, as they relate to the Existing Airport shall cease to constitute a Reduction in Charge Trigger.

“Reference Xxxxx” means (a) any of Banamex and the Lender Trust Trustee, or any of their respective Affiliates, and (b) any other bank or financial institution appointed as such by the Administrative Agent at the direction of the Required Lenders and, so long as no Event of Default has occurred and remains outstanding, approved by the Borrower.

“Refinance” means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell or extend (including pursuant to any defeasance or discharge mechanism); and the terms “refinances”, “refinanced” and “refinancing” as used for any purpose in this Agreement shall have a correlative meaning.

“Refinancing Debt” means Indebtedness of the Borrower incurred in exchange for or to refinance, in whole or in part, existing Indebtedness of the Borrower.

“Register” has the meaning specified in Section 14.06(c). “Regulation U” means Regulation U of the FRB.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Relevant Amount” has the meaning specified in Section 3.01(e)(iii).

“Relevant Parties” means, collectively, the Borrower and each Sponsor; each, individually, a “Relevant Party”.

“Removal Closing Date” has the meaning specified in Section 13.06(b). “Required Debt Service Accrual Amount” means, with respect to (a) (i) any

Funds Transfer Date that is also a Quarterly Date, such amount as will cause the funds on deposit in, or credited to, the Facility Debt Service Accrual Account to be equal to one- third of the Next Scheduled Debt Service Payment, (ii) the first Funds Transfer Date after each Quarterly Date, such amount as will cause the funds on deposit in, or credited to, the Facility Debt Service Accrual Account to be equal to two-thirds of the Next Scheduled Debt Service Payment, and (iii) the Funds Transfer Date immediately preceding each Quarterly Date, such amount as will cause the funds on deposit in, or credited to, the Facility Debt Service Accrual Account to be equal to the Next Scheduled Debt Service Payment, and (b) such amount as may be notified in writing by the Borrower (and confirmed by the Additional Debt Providers or any agent on their behalf) or any Additional Debt Provider or any agent on their behalf to the Administrative Agent no later than ten (10) days prior to each Funds Transfer Date as amounts to be accrued on such Funds Transfer Date in respect of each succeeding Quarterly Date.

“Required Debt Service Coverage Ratio” means, as of any date, (a) with respect to any Mandatory Prepayment Trigger, Political Violence Trigger or a Reduction in Charge Trigger, the Projected Debt Service Coverage Ratio for each four (4) consecutive Quarterly Periods commencing from such date through the Notional Tenor End Date, a ratio which is equal to or higher than 1.15:1.00, and (b) with respect to any Debt Service Coverage Ratio for any period ending on any Quarterly Date, a ratio equal to or higher than 1.15:1.00.

“Required Lenders” at any time, Lenders (not including Defaulting Lenders) having more than 50% of the Outstanding Amount at such time.

“Required Swap Contracts” means (a) Interest Rate Swap Contracts and FX Swap Contracts described in, and satisfying the requirements of Section 7.01(m) and (b) Swap Contracts described in, and satisfying the requirements of Section 12.01(l).

“Required Swap Debt” means Indebtedness incurred under the Required Swap Contracts.

“Required Withholding Tax Payment” means, as applicable, (a) with respect to any payment of Secured Obligations under any Loan Document, the amount of Taxes, if any, which will be payable to any Mexican Governmental Authority in respect of such Secured Obligation amount or (b) with respect to any payment of Additional Debt, the amount of Taxes, if any, which will be payable to any Mexican Governmental Authority in respect of such Additional Debt.

“Responsible Officer” means (a) with respect to any Agent, any officer within the corporate trust or agency department of such Agent including any vice president, assistant vice president, treasurer, assistant treasurer, trust officer or any other officer of such Agent who (i) customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and (ii) shall have direct responsibility for the administration of the Loan Documents to which such Agent is a party, and (b) with respect to any other Person, the chief executive officer, the president, chief financial officer, treasurer or assistant treasurer of a Person and, with respect to the Borrower and the Lender Trust, shall mean the trustee delegate (delegado fiduciario) of the Borrower Trustee or Lender Trust Trustee, as the case may be. Any document delivered hereunder that is signed by a Responsible Officer of any Person shall be conclusively presumed to have been authorized by all necessary corporate, trust, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

“Restricted Payments” means any payment of any nature or any transfer of funds from any Lender Trust Accounts to the Borrower or any Sponsor or any Affiliate thereof; provided that, notwithstanding the foregoing, none of (i) any payment of Operating Costs in accordance with priority Second, of Section 6.06(b) or Section 6.07(b), (ii) any payment in connection with a Terminal 2 Report in accordance with priority Ninth, of Section 6.06(b) or priority Ninth, of Section 6.07(b), (iii) any payment of Airport Contingency Expenses in accordance with priority Tenth, of Section 6.06(b) or priority Tenth, of Section 6.07(b) or (iv) any payment of Transaction Costs or the Purchase Price shall constitute a “Restricted Payment”.

“RUG” means the Registro Único de Garantías Mobiliarias of Mexico.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Xxxx Companies, Inc., and any successor to its rating agency business.

“Sanction(s)” means any international economic sanction administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, the Ministry of Finance of Japan or Mexico.

“SCT” means the Ministry of Communications and Transportation (Secretaría de Comunicaciones y Transportes) of Mexico.

“Secured Facility Obligations” means all advances to, and debts, liabilities, Obligations, covenants and duties of, the Borrower under the Loan Documents or otherwise with respect to any Loan or Facility Swap Contract, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower thereof of any Insolvency Proceeding naming the Borrower as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Secured Facility Obligations of the Borrower under the Loan Documents (and, with respect to the Intercreditor Agreement, insofar as they relate to the Facility) include the obligation to pay principal, interest, expenses, fees, Attorney Costs, Consultants costs, indemnities and other amounts payable by the Borrower under any Loan Document.

“Secured Facility Parties” means, collectively, the Administrative Agent, each Lender, if applicable, any Facility Swap Counterparty, any co-agent or sub-agent appointed by any Agent from time to time pursuant to Sections 13.05 or 13.15 and any other Person holding Secured Facility Obligations that are or are purported to be secured by the Collateral under the terms of the Collateral Documents other than the Offshore Collateral Agent and the Onshore Collateral Agent.

“Secured Obligations” means (a) the Secured Facility Obligations, (b) the Additional Debt Obligations, (c) the Obligations of the Borrower under any Required Swap Contracts not otherwise covered in clauses (a) and (b) above, and (d) the obligation of the Borrower to reimburse any amount in respect of any of the foregoing that any Secured Party, in its sole discretion, may elect to pay or advance on behalf of the Borrower as well as any costs and expenses incurred by any Secured Party necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Collateral Documents.

“Secured Parties” means, collectively, (a) the Secured Facility Parties, (b) the Additional Debt Secured Parties (if any) and (c) the Offshore Collateral Agent, the Onshore Collateral Agent, the Account Holder, the Lender Trust Trustee, once appointed in accordance with the Intercreditor Agreement, the Intercreditor Agent, and any co- agents, sub-agents and attorneys-in-fact appointed by the Offshore Collateral Agent or Onshore Collateral Agent, as the case may be, pursuant to Section 13.05 or Section 13.16 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Offshore Collateral Agent or Onshore Collateral Agent.

“Security Agreement” means a security agreement or otherwise in form and substance satisfactory to the Administrative Agent.

“SEMARNAT” means the Secretary for the Environment and Natural Resources (Secretaría del Medio Ambiente y Recursos Naturales) of Mexico.

“Senior Debt Agreements” means, collectively, each of the Revolving Loan Documents, the Additional Debt Agreements and the Required Swap Contracts.

“Service Area” means the Mexico City area (Zona Metropolitana xxx Xxxxx de Mexico).

“SHCP” means the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) of Mexico.

“Solvent” and “Solvency” mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, Incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 14.06(h).

“Sponsor” means, collectively, the AICM Sponsor and the NAICM Sponsor. “Sponsor Approvals” means each approval, consent or action by, and notice to or

filing with, any Governmental Authority or any other Person referred to in Clause 4.02 of each Assignment of Rights Agreement and specified in Annex H of such Assignment of Rights Agreement.

“Subaccount” has the meaning specified in Section 6.03(a).

“Subordinated Debt” means Indebtedness owed by a Person other than the Borrower that is paid, in whole or in part, with the proceeds of Restricted Payments.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or members of any other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

“Substitute Basis” has the meaning specified in Section 3.03.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options, forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross- currency rate swap transactions, currency options, spot contracts, or any other similar transactions, or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Contract Termination Payment” means the amount of any swap breakage or termination payment due in respect of any Required Swap Contract upon termination thereof or partial termination thereof, any “Settlement Amount” in respect of any “Early Termination Date” (as those terms are defined in such Required Swap Contract) and any other payment in respect of any termination of such Required Swap Contract.

“Swap Counterparty” means (a) with respect to any Facility Swap Contract, any Facility Swap Counterparty, (b) with respect to any Interest Rate Swap Contract, any Lender or any Affiliate thereof and (c) with respect to any FX Swap Contract or any currency Swap Contract entered into pursuant to Section 12.01(l), any Acceptable FX Bank.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Tax Eligibility Requirements” means the requirements applying from time to time and in effect in Mexico in order for a Foreign Lender to qualify for the Reduced Rate, which requirements, as of the date hereof, are as follows: (a) residency for tax purposes in a country with which Mexico has entered into a treaty that is in effect for the avoidance of double taxation or acting through a branch, agency or intermediary of a financial institution that is a resident for tax purposes in such a country, and (b) being eligible to receive the benefits of such treaty.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Technical Consultant” means

or if such consultant is no longer in business or is otherwise unable or unwilling to perform its consulting duties, any other consultant selected by the Required Lenders and, unless an Event of Default has occurred and is continuing, approved by the Borrower (such approval not to be unreasonably withheld or delayed).

“Terminal 2” means the terminal referred to as “Terminal 2” in the Existing Airport.

“Terminal 2 Report” means the report prepared pursuant to subclause 5.1.15.19 of Clause Five of the TUA 1 Assignment of Rights Agreement containing a capital investment program and construction budget and schedule to remediate the sinking of Terminal 2 of the Existing Airport.

“Threshold Amount” means (a) with respect to the Borrower, and

(b) with respect to any Sponsor,

“Traffic Volume Report” means a report tan or otherwise in form and substance acceptable to the Administrative Agent, showing the volume of traffic of passengers in the Existing Airport and, if the commencement of commercial operations of the New Airport has occurred, the New Airport, for each month during the relevant Quarterly Period, which report shall present the traffic of domestic and international passengers on a segregated basis.

“Transaction” means, collectively, (a) the absolute assignment (other than for tax purposes) of (i) all amounts due or to become due in respect of the TUA, (ii) the collection rights relating to the TUA, and other related rights to the Borrower by the Sponsors pursuant to the Assignment of Rights Agreements, (iii) the indemnities under or in connection with the Concessions, (b) the borrowing by the Borrower of the Loans under the Loan Documents and the granting of collateral by the Borrower with respect to the Secured Facility Obligations pursuant to the Collateral Documents, (c) the assignment by the Borrower of its rights (i) in and to all amounts due or to become due in respect of TUA, (ii) to receive any Business Interruption Insurance Proceeds, (iii) under Clauses Second, Fourth and Fifth of the Assignment of Rights Agreements, (iv) to receive indemnities under or in connection with the Concessions, in each case, to the Lender Trust pursuant to paragraphs (e) and (s) of Clause Five of the Borrower Trust Agreement,

(d) the entry by the Borrower into the other Transaction Documents to which it is a party and the performance by the Borrower of its obligations thereunder, and (e) the entry by the Sponsors of the Transaction Documents to which they are each respectively a party.

“Transaction Costs” means all reasonable and documented out-of-pocket expenses of the Borrower and the Sponsors incurred with respect to the transactions contemplated hereby and under the other Transaction Documents, including (a) Attorney

Costs and Consultants costs of the Borrower and each Sponsor and (b) reasonable and documented fees due to, and reimbursement of all reasonable and documented out-of- pocket expenses of, the Global Coordinators and the Secured Parties (including Consultants costs and Attorney Costs).

“Transaction Documents” means the Loan Documents and the Project Agreements; each, individually, a “Transaction Document”.

“Transfer and Inconvertibility Event” means (a) any action by Mexico, the Banco de México or any other Mexican Governmental Authority or (b) any failure by the Borrower to obtain and keep current in full force and effect any foreign exchange approvals or authorizations in the case of clauses (a) and (b) above, which (i) suspends, terminates or materially and adversely limits the rights of (A) the Borrower or Lender Trust to receive payments denominated in Dollars under the Transaction Documents or

(B) the Lender Trust to maintain any of the Lender Trust Accounts, (ii) renders the Borrower or any other Person unable legally to convert Pesos to make any payment in Dollars to any Secured Party through any customary legal channels for transactions of the type contemplated by the Loan Documents or (iii) materially restricts the availability of Dollars through the Mexican banking system to enable any of the Relevant Parties and Agents to perform its respective obligations under the Loan Documents; provided that the rights afforded to any debtor pursuant to Article 8 of the Ley Monetaria de los Estados Unidos Mexicanos (Monetary Law of the United Mexican States) as in effect on the date hereof shall not constitute a Transfer and Inconvertibility Event.

“Trigger Date” means the date that is thirty (30) days prior to the scheduled commercial operation date of the New Airport.

“Trust Assets” has the meaning specified for the term “Patrimonio del Fideicomiso” in the Borrower Trust Agreement.

“Trustee Payment” means any fees and expenses payable by the Borrower to the Borrower Trustee pursuant to Clause Twelve of the Borrower Trust Agreement from time to time.

“TUA” means, collectively, TUA 1 and TUA 2.

“TUA 1” means (a) the “Tarifa de Uso de Aeropuerto por los Servicios que Presta Aeropuerto Internacional de la Ciudad de México, S.A. de C.V.” (Airport Usage Fee), as determined from time to time by the SHCP, or by any competent Mexican Governmental Authority, in accordance with the AICM Concession; (b) any other fee, tariff or other amount in lieu of, or in substitution for, or in addition to, the fee described in clause (a) above, in each case, which is payable by Domestic Passengers or International Passengers (other than Exempt Passengers) for the use of the Existing Airport; and (c) all rights related to clauses (a) and (b) above.

“TUA 1 Assignment of Rights Agreement” means that certain amended and restated Assignment Agreement (Convenio de Cesión), dated on or about the Closing Date, pursuant to which the AICM Sponsor assigned all of its rights, title and interests in

and to all (a) amounts due or to become due in respect of the TUA 1 to the Borrower and

(b) any guaranties, letters of credit or other credit support provided by any Airline in respect of its obligations under any Collection Agreement.

“TUA 2” means (a) the Tarifa de Uso de Aeropuerto (Airport Usage Fee), as determined from time to time by the SHCP, or by any competent Mexican Governmental Authority, in accordance with the NAICM Concession; (b) any other fee, tariff or other amount in lieu of, or in substitution for, or in addition to, the fee described in clause (a) above, in each case, which is payable by Domestic Passengers or International Passengers (other than Exempt Passengers) for the use of the New Airport; and (c) all rights related to clauses (a) and (b) above.

“TUA 2 Assignment of Rights Agreement” means that certain amended and restated Assignment Agreement (Convenio de Cesión), dated on or about the Closing Date, pursuant to which the NAICM Sponsor assigned all of its rights, title and interest in and to all (a) amounts due or to become due in respect of the TUA 2 to the Borrower and

(b) any guaranties, letters of credit or other support provided by any Airline in respect of its obligations under any Collection Agreement.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a LIBO Rate Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“UETA” means the Uniform Electronic Transactions Act, as in effect from time to time.

“Unhedged Amount” means, at any time of determination, (a) the aggregate principal amount of Indebtedness of the Borrower (assuming that the Commitments hereunder have been disbursed in full) then outstanding less (b) the aggregate notional principal amount then hedged under all Interest Rate Swap Contracts in full force and effect at such time.

“United States” and “U.S.” mean the United States of America.

“Updated Financial Model” means, with respect to any Mandatory Prepayment Trigger, Political Violence Trigger or Reduction in Charge Trigger, an updated Financial Model prepared by the Borrower in form and substance satisfactory to the Required Lenders showing the Projected Debt Service Coverage Ratio for each four (4) consecutive Quarterly Periods commencing from the date of such Mandatory Prepayment Trigger, Political Violence Trigger or Reduction in Charge Trigger through the Notional Tenor End Date, (a) determined on the basis of (i) the Projected Passenger Traffic set forth in the Updated Traffic Report for such Mandatory Prepayment Trigger, Political Violence Trigger or Reduction in Charge Trigger and (ii) otherwise with the same assumptions as used in the Financial Model and (b) assuming revenues comprised solely of revenues from TUA 1 or, upon termination of the AICM Concession as a result of the commencement of commercial operations of the New Airport, TUA 2.

“Updated Traffic Report” means, with respect to any Mandatory Prepayment Trigger, any Political Violence Trigger or any Reduction in Charge Trigger, (i) the report in respect of the Projected Passenger Traffic for each four (4) consecutive Quarterly Periods commencing from the date of such Mandatory Prepayment Trigger, Political Violence Trigger or Reduction in Charge Trigger up to and including the Notional Tenor End Date, prepared by the Market Consultant and delivered to the Administrative Agent

(i) within sixty (60) days after such Mandatory Prepayment Trigger, Political Violence Trigger or Reduction in Charge Trigger, or (ii) during any Mandatory Prepayment Period pursuant to Section 2.06(f), provided that such Updated Traffic Report shall be prepared assuming a P90 scenario.

“Voting Interests” means shares of capital stock issued by a corporation, or equivalent Equity Interests in any other Person (including, in the case of the Borrower, the interests in the Trust Assets held by the Borrower Trust Beneficiaries), the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“World Bank Guidelines” means the International Finance Corporation (IFC) Performance Standards on Environmental and Social Sustainability and Environmental, Health and Safety Guidelines for Airports in effect on the date hereof.

“Year” means, as of any date of determination, the period commencing on such date and ending on the next succeeding December 31 and, thereafter, each period commencing on January 1 in any calendar year and ending on the next succeeding December 31.

(b) Unless otherwise defined in this Agreement, terms defined in Article 8 or 9 of the UCC or in the Federal Book Entry Regulations are used in this Agreement as such terms are defined in such Article 8 or 9 or the Federal Book Entry Regulations, as the case may be.

SECTION 1.02. Other Interpretive Provisions. In this Agreement and in each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(b) Article, section, clause, schedule, exhibit, annex and appendix references are to the Loan Document in which such reference appears.

(d) The word “or” is not exclusive.

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f) In computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”.

(g) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(h) The table of contents and headings set forth herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(i) References to any Constituent Document, Governmental Authorization, Agreement Approval, agreement (including any Transaction Document) or other contractual instrument shall be deemed to include (i) all schedules, exhibits, annexes, appendices or other attachments thereto and (ii) all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document.

(j) References to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

(k) References to any Person shall include such Person’s successors and permitted assigns (and, in the case of any Governmental Authority, any Person succeeding to such Governmental Authority’s principal functions and capacities).

(l) References to “days” shall mean calendar days, unless the term “Business Days” shall be used. References to a time of day shall mean such time in New York City, New York, unless otherwise specified.

(m) With respect to any term that is defined by reference to any Transaction Document, such term shall continue to have the original definition of such term in such Transaction Document notwithstanding any termination, expiration or modification of such Transaction Document except to the extent the Required Lenders and the Borrower may otherwise agree.

(n) The Loan Documents are the result of negotiations among the parties thereto and their respective counsel. Accordingly, each Loan Document shall be deemed the product of all parties thereto, and no ambiguity in any Loan Document shall be construed in favor of or against the Borrower, any Initial Lender or any Secured Party that is a party thereto.

SECTION 1.03. Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with Mexican GAAP, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement or any other Loan Document shall be prepared in conformity with Mexican GAAP (including principles of consolidation where appropriate) applied on a consistent basis, as in effect from time to time.

(b) Changes in Mexican GAAP. If at any time any change in Mexican GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in Mexican GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with Mexican GAAP prior to such change and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in Mexican GAAP.

SECTION 1.04. Rounding. Any financial ratios required to be determined pursuant to this Agreement shall be calculated to the nearest two (2) decimal places.

SECTION 1.05. Currency Equivalents Generally. Except as otherwise provided in Section 1.06, for purposes of expressing in Dollars any amount expressed in Pesos, the Applicable Currency Equivalent of such amount in Pesos on the date of determination shall be used.

SECTION 1.06. Currency of Coverage Ratios. For purposes of the Loan Documents, the Debt Service Coverage Ratio and the Projected Debt Service Coverage Ratio shall each be expressed in Dollars, as follows:

(a) Debt Service Coverage Ratio. In connection with the calculation of the Debt Service Coverage Ratio for any period, any Peso-denominated component thereof shall be expressed in Dollars using the average of all Peso/Dollar exchange rates published by Banco de México in the Federal Official Gazette (Diario Oficial de la Federación) as the rate “para solventar obligaciones denominadas en moneda extranjera pagaderas en la República Mexicana” for the purchase of Dollars with Pesos during such period.

(b) Projected Debt Service Coverage Ratio and Concession Life Coverage Ratio. In connection with the calculation of the Projected Debt Service Coverage Ratio and the Concession Life Coverage Ratio for any period, any projected Peso-denominated component of the Net TUA Amount shall be expressed in Dollars based on the

Applicable Currency Equivalent of such projected Peso-denominated component of the Net TUA Amount, in effect as of any day of determination.

SECTION 1.07. Best Knowledge and Best Efforts Standards.

(a) Any reference in any Loan Document to the “best knowledge” of the Borrower (or words of similar effect) shall be understood to encompass all facts and circumstances actually known to any Responsible Officer of such Person after performing his duties and responsibilities in good faith and after diligent inquiry.

(b) Any reference in any Loan Document to “best efforts” by any Person shall be understood to entail such diligent and good faith actions as are commercially reasonable to accomplish the required objective or result.

SECTION 1.08. Effect of Amendment and Restatement.

(a) As of the date hereof, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement.

(b) On and after the date hereof, each reference in the other Loan Documents to “the Agreement”, “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Original Credit Agreement, shall mean and be a reference to the Original Credit Agreement, as amended and restated by this Agreement.

(c) The Original Credit Agreement, as amended and restated by this Agreement, and each of the other Loan Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do, and shall continue to, secure the payment of all Obligations of the Borrower under the Original Credit Agreement, as amended and restated by this Agreement, all Obligations of the Borrower under the other Loan Documents, and all other obligations stated under the Collateral Documents to be secured thereby.

(d) The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

ARTICLE II

THE COMMITMENTS AND THE BORROWING

SECTION 2.01. The Loans.

(a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make one or more loans (each such loan, a “Loan”) to the Borrower, on any Business Day during the Availability Period, in an amount not to exceed the Lender’s Commitment. The parties acknowledge that prior to the date hereof, the Initial Lenders, on the terms and conditions set forth in the Original Credit Agreement and the

other Loan Documents (as defined in the Original Credit Agreement), made advances to the Borrower in an amount set forth opposite such Initial Lender’s name

under the caption “Original Loan” (such amounts, the “Original Loans”). Each such Original Loan shall be deemed to be a Loan from and after the Closing Date. Within the limits set forth above and subject to the terms and conditions set forth herein, each Lender agrees that the Borrower may borrow, pay or prepay and re- borrow the Loans (including any Original Loans) until the Maturity Date.

SECTION 2.02. Borrowing of Loans.

(a) Borrower Notice. Each Borrowing shall be made upon delivery by the Borrower of a written Loan Notice (which notice shall be irrevocable), appropriately completed and signed by a Responsible Officer of the Borrower, to the Administrative Agent on or before 11:00 a.m. on the third (3rd) Business Day prior to the requested date of such Borrowing. The Loan Notice shall specify the requested date of the Borrowing (which shall be a Business Day), the amount of the Borrowing and the requested duration of the Interest Period with respect thereto. If the Borrower fails to specify an Interest Period in the relevant Loan Notice, it will be deemed to have specified an Interest Period of three (3) months. The Loans shall be made as LIBO Rate Loans with an initial Interest Period commencing on the Funding Date of such Loan and ending on the first day of the next succeeding Interest Period thereafter. Other than with respect to the final Borrowing for the then undrawn and available Commitments, no Borrowing shall be less than US$100,000,000 or an integral multiple of US$10,000,000 in excess thereof.

(b) Administrative Agent Notice and Funding. Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the date and its Pro Rata Share of the requested Borrowing. Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Account not later than 12:00 p.m. (noon) on the Business Day specified in the Loan Notice. Upon satisfaction of the conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by crediting the accounts specified by the Borrower in the Loan Notice.

(c) Interest Rate Notice. The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBO Rate Loans upon determination of such interest rate. The determination of the LIBO Rate by the Administrative Agent shall be conclusive in the absence of manifest error. If any Base Rate Loans are outstanding during any Quarterly Period, the Administrative Agent shall, on the Quarterly Date at the end of such Quarterly Period, notify the Borrower and the Lenders in writing of the Base Rate or Base Rates in effect during such Quarterly Period.

SECTION 2.03. Termination and Reductions of Commitments.

(a) The Commitments shall be automatically and permanently terminated in full on the last day of the Availability Period.

(b) Optional. The Borrower, at its sole discretion, may at any time terminate, or from time to time permanently reduce, the Commitments; provided, that each reduction of the Commitments shall be in an amount not less than US$5,000,000 or an integral multiple of US$1,000,000 in excess thereof. The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under this Section 2.03 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Each notice delivered by the Borrower pursuant to this Section 2.03 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon Incurrence of Additional Debt or other contingent event to the extent permitted under this Agreement, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent.

(c) Mandatory. The Commitments shall be automatically and permanently reduced upon the making of (i) a voluntary prepayment with the proceeds of Refinancing Debt pursuant to Section 2.06(a), and (ii) any mandatory prepayment pursuant to Section 2.06(b), in each case, in the amount of such prepayment.

(d) Application of Commitment Reductions. The Administrative Agent will promptly notify the Lenders of any termination or reduction of Commitments pursuant to this Section 2.03. Upon any reduction of Commitments, the Commitment of each Lender shall be reduced by such Xxxxxx’x Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 14.15).

SECTION 2.04. Repayment of Loans; Maturity Extension.

(a) Repayment of Loans.

(i) The Borrower shall, and (without releasing the Borrower of its Obligations hereunder in respect of such Loans) the Borrower hereby irrevocably and unconditionally instructs the Lender Trust Trustee to apply funds in the Lender Trust Accounts in accordance with this Agreement and the Lender Trust to, repay to the Administrative Agent, for the ratable account of the Lenders, the aggregate principal amount of all Loans outstanding on the Maturity Date.

(b) Maturity Extension.

(i) From and after the fourth (4th) anniversary of the Closing Date, but no later than one hundred twenty (120) days prior to the Initial Maturity Date, the Borrower may request an extension, in respect of all or a portion of the Outstanding Amount at the time of the request, of the Initial Maturity Date for one

(1) or two (2) additional years, by notice to the Administrative Agent (the “Maturity Extension Request”). The Maturity Extension Request shall specify the term of, the proposed applicable margin for and the Outstanding Amount subject

to, the extension. The Administrative Agent shall, following its receipt of a Maturity Extension Request, promptly (but in any event within two (2) Business Days) notify each Lender of such request. Each Lender shall have the right, in its sole discretion, to agree to such extension with respect to such Xxxxxx’x Commitment and Loans (each, an “Extending Lender”), by delivery of a notice to the Administrative Agent and the Borrower (a “Maturity Extension Confirmation”), within twenty (20) days after being notified by the Administrative Agent of the Maturity Extension Request. By signing and delivering a Maturity Extension Confirmation, each such Extending Lender shall irrevocably commit to the extension in respect of its Commitment and Loans, subject only to payment of the Extension Fee to such Extending Lender on or prior to the earlier of (A) sixty (60) days after the date on which the Borrower receives a Maturity Extension Confirmation from such Extending Lender and (B) the date that is twenty (20) days prior to the Initial Maturity Date. Any Lender who fails to deliver the Maturity Extension Confirmation to the Administrative Agent and the Borrower within such twenty (20) days shall be deemed to have not agreed to the Maturity Extension Request and shall be a “Non-Extending Lender”.

(ii) Non-Extending Lenders shall not be obligated to participate in the making of any Loan under the Facility past the Availability Period with respect to such Non-Extending Lender. The Commitment of each Non-Extending Lender shall automatically be cancelled and reduced to zero on the Initial Maturity Date, and such Non-Extending Party shall then cease to be a party under this Agreement.

(iii) On the Initial Maturity Date, the Borrower shall, and (without releasing the Borrower of its Obligations hereunder in respect of such Loans) the Borrower hereby irrevocably and unconditionally instructs the Lender Trust Trustee to apply funds in the Lender Trust Accounts in accordance with this Agreement and the Lender Trust to, repay to the Administrative Agent, (a) for the ratable account of the Non-Extending Lenders, the aggregate principal amount of the Non-Extending Lenders’ Loans outstanding on the Initial Maturity Date, and

(b) for the ratable account of the Extending Lenders, the aggregate principal amount of any portion of the Extending Lenders’ Loans outstanding on the Initial Maturity Date not otherwise extended pursuant to this Section 2.04(b). The portion of the Commitment of each Extending Lender not otherwise extended pursuant to this Section 2.04(b) shall automatically be cancelled on the Initial Maturity Date.

(iv) This Section 2.04 shall supersede any provisions in Section 2.11 or Section 14.01 to the contrary.

SECTION 2.05. Interest.

(a) Interest Rate. Subject to Section 2.05(b), the Borrower shall pay and (without releasing the Borrower of its Obligations hereunder) the Borrower hereby irrevocably and unconditionally instructs the Lender Trust Trustee to apply funds in the Lender Trust Accounts in accordance with this Agreement and the Lender Trust, to pay interest on the unpaid principal amount of each Loan from the Funding Date thereof until

such principal amount shall be paid in full (i) during such periods as such Loan is a LIBO Rate Loan, at a rate per annum equal to the LIBO Rate for such Interest Period plus the Applicable Margin and (ii) during such periods as such Loan is a Base Rate Loan, at a rate per annum equal to the Base Rate in effect from time to time plus the Applicable Margin.

(b) Default Interest.

(i) If any principal, interest (to the extent permitted under Applicable Law), fee or other amount payable by the Borrower in respect of any Loan or any Facility Swap Contract is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the lesser of the Default Rate and the Maximum Rate.

(ii) Accrued and unpaid interest on past due amounts (including interest on past due interest to the extent permitted under Applicable Law) shall be due and payable upon demand.

(c) Interest Due Dates. Interest on each Loan shall be due and payable on each Quarterly Date and at such other times as may be specified herein; provided, that in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment pursuant to Section 2.06. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any Insolvency Proceeding in respect of the Borrower.

SECTION 2.06. Prepayments.

(a) Optional. The Borrower may, upon notice to the Administrative Agent and to the Lender Trust Trustee, at any time or from time to time voluntarily prepay Loans in whole or in part; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to any date of prepayment and (ii) any partial prepayment shall be in a principal amount of US$5,000,000 or an integral multiple of US$1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Lender and the Lender Trust Trustee of its receipt of each such notice, and of the amount of such Xxxxxx’x Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall (A) make such prepayment or (B) cause the Lender Trust Trustee to make such prepayment from funds on deposit in or credited to the Lender Trust Accounts; provided that (I) to the extent that the Borrower makes any such voluntary prepayment with the proceeds of any Refinancing Debt, such voluntary prepayment shall be applied, until the Facility Discharge Date, to prepay the Secured Facility Obligations and reduce the Commitments hereunder, before prepaying any Additional Debt, and (II) to the extent that the Borrower makes any such voluntary prepayment with the proceeds of a Restricted Payment made in

accordance with Section 11.01 or with the proceeds of Incremental Debt Incurred by the Borrower, such voluntary prepayment shall be applied as specified in writing by the Borrower.

(b) Mandatory. The Borrower shall prepay the outstanding Loans as follows:

(i) Upon the occurrence of an Alternative Airport Event, the Borrower shall cause the Lender Trust Trustee to apply all or such portion of the Cash Trapped Amount on each Quarterly Date on or after the Initial Repayment Date during the Mandatory Prepayment Period commencing on the date of such Alternative Airport Event, to prepay the Loans as may be necessary for the Projected Debt Service Coverage Ratio with respect to each four (4) consecutive Quarterly Periods commencing on the Quarterly Date immediately succeeding the date of such Alternative Airport Event through the Maturity Date, in each case, following such prepayment, to be at least equal to the Required Debt Service Coverage Ratio.

(ii) Upon the occurrence of a Flight Decentralization Prepayment Event, the Borrower shall cause the Lender Trust Trustee to apply all or such portion of the Cash Trapped Amount on each Quarterly Date on or after the Initial Repayment Date during the Mandatory Prepayment Period commencing on the date of such Flight Decentralization Prepayment Event, to prepay the Loans as may be necessary for the Projected Debt Service Coverage Ratio with respect to each four (4) consecutive Quarterly Periods commencing on the Quarterly Date immediately succeeding the date of such Flight Decentralization Prepayment Event through the Notional Tenor End Date, in each case, following such prepayment, to be at least equal to the Required Debt Service Coverage Ratio.

(iii) Upon the occurrence of an Exemption Modification Prepayment Event, the Borrower shall cause the Lender Trust Trustee to apply all or such portion of the Cash Trapped Amount on each Quarterly Date during the Mandatory Prepayment Period commencing on the date of such Exemption Modification Prepayment Event, to prepay the Loans as may be necessary for the Projected Debt Service Coverage Ratio with respect to each four (4) consecutive Quarterly Periods commencing on the Quarterly Date immediately succeeding the date of such Exemption Modification Prepayment Event through the Notional Tenor End Date, in each case, following such prepayment, to be at least equal to the Required Debt Service Coverage Ratio.

(iv) Upon the occurrence of a Force Majeure Event, the Borrower shall cause the Lender Trust Trustee to apply all or such portion of the Cash Trapped Amount on each Quarterly Date during the Mandatory Prepayment Period commencing on the date of such Force Majeure Event, to prepay the Loans as may be necessary for the Projected Debt Service Coverage Ratio with respect to each four (4) consecutive Quarterly Periods commencing on the Quarterly Date immediately succeeding the date of such Force Majeure Event through the

Notional Tenor End Date, in each case, following such prepayment, to be at least equal to the Required Debt Service Coverage Ratio.

(v) Upon the occurrence and continuance of a DSCR Event, the Borrower shall cause the Lender Trust Trustee to apply all or such portion of the Cash Trapped Amount from the Quarterly Date immediately succeeding the date of such DSCR Event and on each Quarterly Date thereafter to prepay the Loans as may be necessary for the Debt Service Coverage Ratio to be at least equal to the Required Debt Service Coverage Ratio during two (2) consecutive Quarterly Periods.

(vi) On the first Quarterly Date occurring after receipt by the Borrower or the Lender Trust of any Expropriation Compensation payable to, received by or paid to or for the account of the Borrower or the Lender Trust, the Borrower shall or shall cause the Lender Trust Trustee to apply, as the case may be, any Net Cash Proceeds to prepay the Loans.

(vii) On the first Quarterly Date occurring after any Loss of Concession, the Borrower shall prepay an aggregate principal amount of the Loans equal to the amount of any amounts payable to any Sponsor or for the account of such Sponsor arising from such Loss of Concession.

(viii) Within two (2) Business Days after receipt by the Borrower or the Lender Trust Trustee of the proceeds from the Incurrence or issuance of Indebtedness not otherwise permitted pursuant to Section 8.01(b), the Borrower shall prepay an aggregate principal amount of the Loans in an amount equal to the Net Cash Proceeds.

(c) With respect to clauses (b)(i) and (b)(iv) above, the proceeds of Cash Trapped Amounts shall be applied solely to the extent required to cause the Projected Debt Service Coverage Ratio to be equal to the Required Debt Service Coverage Ratio for each period. With respect to clause (b)(v) above, the proceeds of Cash Trapped Amounts shall be applied solely to the extent required to cause the Debt Service Coverage Ratio to be equal to the Required Debt Service Coverage Ratio.

(d) Each prepayment under Section 2.06(a) and Section 2.06(b) shall be made together with (i) all accrued interest on the amount prepaid, (ii) any additional amounts required pursuant to Section 3.05 and (iii) any Swap Contract Termination Payment required to be paid pursuant to Section 7.01(m)(A).

(e) Any amounts required to be paid pursuant to Section 2.06(b) shall be applied to prepay the Loans and the Additional Debt on a pro rata basis and to the prepayment of principal and all Swap Contract Termination Payments, interest and other amounts due pursuant to Section 2.06(d) in connection with such prepayment.

(f) At any time during a Mandatory Prepayment Period, the Borrower may deliver to the Administrative Agent an Updated Financial Model together with an Updated Traffic Report accompanied by an Officer’s Certificate of the Borrower

certifying that such Updated Financial Model (i) has been prepared on the basis of

(A) the Projected Passenger Traffic set forth in the Updated Traffic Report for such Mandatory Prepayment Trigger and (B) otherwise with the same assumptions as used in the Financial Model and (ii) assumes revenues comprised solely of revenues from TUA 1 or, after the commencement of commercial operations of the New Airport, TUA 2. If such Updated Financial Model demonstrates that the Projected Debt Service Coverage Ratio calculated on the basis of the Projected Passenger Traffic set forth in such Updated Traffic Report is equal to or higher than the Required Debt Service Coverage Ratio, the obligation of the Borrower to make any further mandatory prepayment pursuant to Section 2.06(b)(i), (ii), (iii) or (iv), as the case may be, shall immediately cease.

SECTION 2.07. Fees.

(a) The Borrower shall pay to each Agent and each Global Coordinator such fees as shall have been separately agreed upon in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (a “Commitment Fee”) at the rate of 33.33% of the Applicable Margin per annum on the average daily unutilized Commitment of such Lender. The Commitment Fee shall accrue at all times during the period commencing on the date of this Agreement and ending on the last day of the Availability Period, and shall be due and payable quarterly in arrears on each Quarterly Date occurring during the Availability Period and on the last day of the Availability Period. The Borrower may request in writing the Administrative Agent, no later than ten (10) Business Days prior to any Quarterly Date, that the Administrative Agent calculate the Commitment Fee with respect to such Quarterly Period, in which case the Administrative Agent shall exercise commercially reasonable efforts to prepare such calculation and notify the Borrower not less than five (5) Business Days before such Commitment Fee is due and payable, provided that the Administrative Agent is under no obligation to perform or deliver such calculation and any failure to so perform or deliver such calculation shall not, in any way, release the Borrower from its obligation to pay any amounts then due and payable.

(c) The Borrower agrees to pay to the Administrative Agent for the account of each Extending Lender, an extension fee (an “Extension Fee”) equal to 0.20% per annum on an amount equal to the portion of the Outstanding Amount extended by such Lender for each year of extension of the Initial Maturity Date pursuant to Section 2.04(b). The Extension Fee shall be due and payable on or prior to the earlier of (A) sixty (60) days after the date on which the Borrower receives a Maturity Extension Confirmation from such Extending Lender and (B) the date that is twenty (20) days prior to the Initial Maturity Date.

SECTION 2.08. Computation of Interest and Fees. All computations of (a) interest for Base Rate Loans and (b) fees, shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for LIBO Rate Loans shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each Loan

for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is repaid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.09. Evidence of Indebtedness.

(a) Accounts and Records. Each Lender shall maintain in accordance with its usual practice an account or accounts or records evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Administrative Agent shall make entries in the Register recording (i) the amount of each Loan made hereunder; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Xxxxxx’x Pro Rata Share thereof. At the Borrower’s request the Administrative Agent shall deliver to the Borrower within ten (10) days after the end of each Fiscal Quarter a copy of the record of the Loans outstanding and of any other entry in the Register, provided that the Administrative Agent is under no obligation to deliver such records and any failure to so deliver such records shall not, in any way, result in any liability to the Administrative Agent or release the Borrower from its obligation to pay any amounts then due and payable. In the event of any conflict between the accounts and records maintained by any Xxxxxx and the entries made in the Register by the Administrative Agent in respect of such matters, the entries made by the Administrative Agent shall control in the absence of manifest error.

(b) Notes.

(i) The Borrower agrees that, in addition to such accounts or records set forth in Section 2.09(a), to evidence its obligation to repay each Loan made hereunder, with interest accrued thereon, it shall issue and deliver to the Administrative Agent on each Funding Date a Note payable to each Lender requesting a Note, each such Note being in the principal amount of the Loan made by each Lender on each Funding Date. At the request of any Lender, the Borrower shall issue to such Lender and deliver to the Administrative Agent a Note evidencing the aggregate principal amount of all Loans made by such Lender; provided that, simultaneously with the delivery by the Borrower of such Note, the Administrative Agent, on behalf of such Lender, shall cancel and promptly return to the Borrower all prior Note or Notes evidencing Loans of such Lender.

(ii) At any time after the delivery of the Notes pursuant to Section 2.09(b)(i), in the event that any Lender’s Loan is converted pursuant to Section 3.02 or Section 3.03 to a Base Rate Loan, the Borrower shall issue to such Lender and deliver to the Administrative Agent on the date when such conversion becomes effective a Note evidencing such Base Rate Loan ; provided

that, simultaneously with such delivery by the Borrower of such Note, the Administrative Agent, on behalf of such Lender, shall cancel and promptly return to the Borrower the Note evidencing the LIBO Rate Loan of such Lender. If, at any time after the delivery of any such Note evidencing the Base Rate Loan, the LIBO Rate again becomes applicable to such Lender’s Loan, the Borrower shall issue to such Lender and deliver to the Administrative Agent, on the date when the LIBO Rate becomes applicable, a new Note evidencing the LIBO Rate, provided that, simultaneously with such delivery by the Borrower of such new Note, the Administrative Agent, on behalf of such Lender, shall cancel and promptly return to the Borrower the Note then evidencing the Base Rate Loans of such Lender.

(iii) At any time after the delivery of the Notes pursuant to Section 2.09(b)(i), if a Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or if the LIBO Rate Reserve Percentage applicable thereto shall, thereafter, be changed) in respect of its Loan, the Borrower shall issue to such Lender and deliver to the Administrative Agent upon written request (which request shall be accompanied by copies of all documents providing reasonable evidence of the requirement to maintain such reserves) of any Lender required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, a Note evidencing a LIBO Rate applicable to such Loan equal to the LIBO Rate applicable from time to time thereafter divided by an amount equal to (A) one (1) minus (B) the LIBO Rate Reserve Percentage then in effect; provided that, simultaneously with such delivery by the Borrower of such Note, the Administrative Agent, on behalf of such Lender, shall cancel and promptly return to the Borrower the existing Note of such Lender.

(iv) In the event that any amount hereunder or under any Note is not paid by the Borrower when due (whether at the stated maturity, by acceleration or otherwise), the Administrative Agent or any Lender may take all such actions as it sees fit to recover such amount, including the commencement and maintenance of proceedings in the State of New York, United States of America, or in Mexico in respect of its Note, or simultaneous commencement and maintenance of proceedings in the State of New York, United States of America, and in Mexico in respect of its Note as the Administrative Agent or such Lender in its sole discretion shall determine.

(v) The payment of any part of the principal of any such Note shall discharge the obligation of the Borrower under this Agreement to pay principal of the Loan evidenced by such Note pro tanto, and the payment of any principal of a Loan in accordance with the terms hereof shall discharge the obligations of the Borrower under the Note evidencing such Loan pro tanto. Notwithstanding the discharge in full of any Note, (A) if the amount paid or payable under any such Note (whether arising from the enforcement thereof in Mexico or otherwise) is less than the amount due and payable in accordance with this Agreement with respect to the Loan evidenced by such Note, the Borrower agrees to pay to the

Administrative Agent upon its receipt of written demand such difference and

(B) if the amount paid or payable under any such Note (whether arising from the enforcement thereof in Mexico or otherwise) exceeds the amount due and payable in accordance with this Agreement with respect to the Loan evidenced by such Note, each Lender that has received any amounts under such Notes in excess of the amounts due to such Xxxxxx hereunder agrees to pay such excess to the Borrower upon its receipt of written demand.

(vi) Upon discharge of all obligations of the Borrower under the Loans evidenced by a Note or Notes, the Lender holding such Note or Notes or the Administrative Agent on behalf of such Lender, as the case may be, shall cancel such Note or Notes and promptly return it or them to the Borrower.

(c) Effect of Register Entries. Entries made in good faith by the Administrative Agent in the Register, and by each Lender in its account or accounts pursuant to Section 2.09(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

SECTION 2.10. Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrower or the Lender Trust Trustee on behalf of the Borrower under this Agreement and the other Loan Documents shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off (except as otherwise expressly provided pursuant to Section 3.01(a)). Except as otherwise expressly provided herein, all payments by the Borrower or the Lender Trust Trustee on behalf of the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Account in Dollars and in immediately available funds not later than 12:00 p.m. (noon) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 12:00 p.m. (noon) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) Funding by Lenders; Payments by Xxxxxxxx; Assumption by Administrative Agent.

(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of each Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’x share of the

Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from the date such amount is made available to the Borrower to the date of payment to the Administrative Agent, at

(A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, an interest rate per annum equal to the Base Rate plus the Applicable Margin. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, but shall not be obligated to, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(iii) A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for the Loan to be made by such Xxxxxx as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to a Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the

Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders and Agents Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 14.04(c) are several and not joint. The failure of any Lender to make any Loan or to make payments pursuant to Section 14.04(c) on any date required hereunder shall not relieve any other Lender nor the Administrative Agent of its corresponding obligation to do so on such date, and no Lender nor the Administrative Agent shall be responsible for the failure of any other Lender to so make its Loan or make payments pursuant to Section 14.04(c) on any date required hereunder. The obligations of each Agent hereunder and under the Loan Documents to which it is a party are several and not joint. No Agent shall be responsible for the failure of any other Agent to perform its obligations.

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain funds for any Loan in any particular place or manner.

(f) Authorization. To the extent permitted by Applicable Law and subject to the provisions of the Intercreditor Agreement, the Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or, in the case of a Lender, under the Note held by such Xxxxxx, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(g) Insufficient Payment. Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lenders in the order of priority set forth in Section 12.05. If the Administrative Agent receives funds for application to the Secured Facility Obligations of the Borrower under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Xxxxxx’x Pro Rata Share of the principal amount of all Loans outstanding at such time, in repayment, prepayment or payment of such of the outstanding Loans or other Secured Facility Obligations then owing to such Lender.

SECTION 2.11. Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on the Loan made by it resulting in such Lender receiving payment of a proportion of the aggregate amount of such Loan and accrued interest thereon greater than its ratable share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the

benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section 2.11 shall not be construed to apply to (A) any payment made by the Borrower or Lender Trust Trustee on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in its Loans to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 2.11 shall apply).

SECTION 2.12. Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i) Waivers and Amendments. Such Defaulting Xxxxxx’x right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lender”.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article XII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 14.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: First, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent and any other Agent hereunder; Second, as the Borrower may request (so long as no Prospective Event of Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; Third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; Fourth, to the payment of any amounts owing to the Lenders, as a result of any judgment of a court of competent jurisdiction obtained by any Lender, against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; Fifth, so long as no Prospective Event of Default or Event of Default exists, to the payment of

any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and Sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.01 and Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments hereunder.

(iii) Certain Fees. Defaulting Lenders shall not be entitled to receive any fees pursuant to the Loan Documents for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(b) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto in writing, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Share, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Xxxxxx was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx’x having been a Defaulting Lender.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

SECTION 3.01. Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any Obligation of the Borrower and the Lender Trust Trustee on behalf of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes. If, however, Applicable Law requires the Borrower, or either the Administrative Agent or the Lender Trust Trustee on behalf of the Borrower, to withhold or deduct any Tax (as determined in good faith by the Borrower), such Tax shall be withheld or deducted in accordance with such Applicable Law. Nothing in this Section 3.01 is intended to preclude the Borrower, or either the

Administrative Agent or the Lender Trust Trustee on behalf of the Borrower, from satisfying any withholding obligations they may have with respect to payments by the Borrower, or either the Administrative Agent or the Lender Trust Trustee on behalf of the Borrower, hereunder. If the Borrower, or either the Administrative Agent or the Lender Trust Trustee on behalf of the Borrower, shall be required by Applicable Law to deduct any Indemnified Taxes from such payments, then (i) the Borrower, or either the Administrative Agent or the Lender Trust Trustee on behalf of the Borrower, as applicable, shall withhold or make such deductions as are determined by the Borrower to be required, (ii) the Borrower shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with Applicable Law, and (iii) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower or the Lender Trust Trustee on behalf of the Borrower shall be increased by such additional amounts (collectively, the “Additional Amounts”), as necessary so that after such required withholding or the making of such required deductions (including withholding and deductions for Indemnified Taxes applicable to Additional Amounts payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. For the avoidance of doubt, consistent with Section 3.04(f), the Borrower shall not be required to pay any Additional Amounts in respect of any amounts that the Borrower may be required to deduct or withhold under FATCA from any payment made to a Recipient under any Loan Document.

(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of clause (a) above, the Borrower shall timely pay all Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.

(c) Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within twenty (20) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Recipient (with a copy to the Administrative Agent), on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Notwithstanding anything to the contrary herein, the Borrower shall not be required to pay to any Recipient, or indemnify such Recipient, with respect to, any amounts described in this Section 3.01 in respect of any portion of Taxes (including any Additional Amounts) that would not have been imposed but for the failure of such Lender (or in respect of any Lender acting through any branch or agency, the principal office of such Lender) to comply with or satisfy the Tax Eligibility Requirements.

(d) Evidence of Payments. Within thirty (30) days after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such

payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders.

(i) Each Foreign Lender, through the Administrative Agent, shall provide the Borrower a Certificate of Beneficial Ownership (and if such certificate becomes inaccurate in any material respect, shall provide a new Certificate of Beneficial Ownership within a reasonable amount of time thereafter, but in no event later than ten (10) Business Days prior to the next succeeding Quarterly Date) and use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document or to furnish any information as reasonably requested in writing by the Borrower, through the Administrative Agent, pursuant to any Applicable Laws (including, with respect to each Initial Lender which is a Foreign Lender, a Certificate of Residency within sixty (60) days after the Closing Date but, in any event, no later than the first Quarterly Date after the Closing Date) to the extent necessary for such Foreign Lender to qualify for the Reduced Rate, provided that such Foreign Lender shall be under no obligation to provide any information to the Borrower which such Foreign Lender deems, in such Foreign Lender’s sole reasonable judgment, to be confidential.

(ii) If any Foreign Lender shall cease to comply with the Tax Eligibility Requirements, it shall within ten (10) Business Days thereafter (and, in any event, prior to the next succeeding Quarterly Date) notify the Borrower thereof in writing through the Administrative Agent.

(iii) If a Foreign Lender does not notify the Borrower, through the Administrative Agent, pursuant to clause (ii) above, and Excess Amounts or any fees, interests, penalties or costs in respect of such Excess Amounts (collectively, the “Relevant Amount”) with respect to such Foreign Lender are subsequently due and payable or assessed against the Borrower by the SHCP, such Foreign Lender agrees that the Borrower or the Lender Trust Trustee on behalf of the Borrower, as applicable, may deduct such Relevant Amount from subsequent payments made to or for the account of such Foreign Lender by the Borrower or the Lender Trust Trustee on behalf of the Borrower, as applicable; provided, however, that the Borrower shall furnish such Foreign Lender, by delivery to the Administrative Agent, within ten (10) Business Days of the Borrower’s payment of such Relevant Amount to the SHCP or within thirty (30) days of the deduction in respect of such Relevant Amount (whichever is the earlier), of (A) notice in an itemized format indicating: (I) the amount already deducted or the amount to be deducted against such Foreign Lender’s next succeeding payment, and to the extent the Relevant Amount exceeds the aggregate of the amount previously deducted and the amount of such Foreign Lender’s next succeeding payment, the Borrower or the Lender Trust Trustee on behalf of the Borrower, as applicable, may deduct such excess amount from such Foreign Lender’s following succeeding payment, until such excess amount to be deducted by the Borrower or

the Lender Trust Trustee on behalf of the Borrower, as applicable, from such Foreign Lender’s payment equals zero and (II) the composition of the Relevant Amount, calculated in good faith by the Borrower being deducted by the Borrower or the Lender Trust Trustee on behalf of the Borrower, as applicable, from such Foreign Lender’s payment, including the amount of any additional withholding taxes due by such Foreign Lender and, if applicable, the amount of any fees, interests, penalties or costs assessed by SHCP in respect of such Foreign Lender, (B) a copy of the assessment of the applicable Relevant Amount by the SHCP on the Borrower, if applicable, or other evidence of the Borrower’s obligation to pay such Relevant Amount; and (C) the receipt or other documents evidencing payment of the Relevant Amount by the Borrower or the Lender Trust Trustee on behalf of the Borrower, as applicable. Notwithstanding the foregoing, if any Foreign Lender disputes the amount of Relevant Amounts deducted or to be deducted by the Borrower against any payments to such Foreign Lender under this Section 3.01(e)(iii), such Lender may deliver to the Borrower, through the Administrative Agent, within five (5) Business Days of its receipt of the notice by the Borrower, a letter of explanation specifying its reasons for its disagreement with the Relevant Amounts assessed. To the extent that such Foreign Xxxxxx’x letter of explanation identifies a manifest error in the calculation by the Borrower of any Relevant Amounts deducted against such payments made to such Lender, the Borrower hereby agrees to promptly reimburse such amounts to the extent such amounts were previously deducted.

(iv) Upon the reasonable request of such Foreign Lender, to the extent permitted by Applicable Law, the Borrower shall use reasonable efforts to cooperate with such Foreign Lender with a view to obtaining a refund from the SHCP of any Relevant Amounts which are determined by such Foreign Lender not to have been correctly or legally imposed by the SHCP in respect of such Foreign Lender; provided, however, that the Borrower provides no guarantee that such refund shall be obtained.

(v) Each Lender hereby represents that it, or the beneficial owner of all interest payments made to it hereunder, is (A) a Mexican Bank or (B)(i) a resident for tax purposes, or a branch or agency of a financial institution that is a resident for tax purposes, of a country with which Mexico has entered into a treaty that is in effect for the avoidance of double taxation and (ii) is eligible to receive the benefits of such treaty.

(f) Treatment of Certain Refunds. Each Recipient shall use its reasonable efforts to obtain in a timely fashion any refund as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid Additional Amounts pursuant to this Section 3.01. If any Recipient receives any such refund, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or Additional Amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of- pocket expenses of such Recipient, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund);

provided that the Borrower, upon the request of such Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Recipient in the event such Recipient is required to repay such refund to such Governmental Authority. This clause (f) shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person or to attempt to obtain any such refund which attempt would be inconsistent with any reporting position otherwise taken by the Recipient on its applicable tax returns.

(g) Tax Affairs. Notwithstanding any provision herein, it is understood and agreed that nothing in Section 3.01(e) or Section 3.01(f) shall interfere with the rights of any Lender to conduct its fiscal or tax affairs in such a manner as it deems fit.

SECTION 3.02. Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBO Rate Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank eurodollar market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue LIBO Rate Loans shall be suspended and (b) if such notice asserts the illegality of such Lender maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBO Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall have the option to (and shall notify the Administrative Agent in writing of the option selected by the Borrower (which notice shall be irrevocable) promptly after notification of such illegality by the Administrative Agent) to any of the following: (i) convert the LIBO Rate Loan of such Lender to a Base Rate Loan, (ii) replace such Lender pursuant to Section 14.15 or (iii) prepay the LIBO Rate Loan of such Lender with accrued interest thereon, in each case, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loan to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loan to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

SECTION 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a LIBO Rate Loan or continuation thereof that

(a) Dollar deposits are not being offered to xxxxx in the London interbank eurodollar market for the applicable amount and Interest Period of such LIBO Rate Loan, (b) adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan or in connection with an existing Base Rate Loan, or (c) the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, such Required Lenders will promptly so notify the Administrative Agent, and the Administrative Agent will promptly so notify (a “Rate Determination Notice”) the Borrower and each Lender, and,

(i) during the 30-day period next succeeding the date of delivery of such Rate Determination Notice (the “Negotiation Period”), the Administrative Agent (in consultation with the Lenders) and the Borrower will negotiate in good faith for the purpose of agreeing upon an alternative, mutually acceptable basis (the “Substitute Basis”) for determining the rate of interest to be applicable to the LIBO Rate Loans for such Interest Period; (ii) if at the expiry of the Negotiation Period, the Required Lenders and the Borrower have agreed upon a Substitute Basis, then the LIBO Rate Loans will accrue interest at a rate per annum equal to the Substitute Basis in effect from time to time plus the Applicable Margin for LIBO Rate Loans until the circumstances giving rise to such Rate Determination Notice have ceased to apply and such substitute rate shall be retroactive to, and take effect from, the beginning of such Interest Period; (iii) if, at the expiry of the Negotiation Period, a Substitute Basis shall not have been agreed upon as aforesaid, all LIBO Rate Loans shall be converted into Base Rate Loans accruing interest at a rate per annum equal to the Base Rate (determined without reference to the LIBO Rate component of the Base Rate) plus the Applicable Margin applicable to Base Rate Loans, until the circumstances giving rise to such Rate Determination Notice have ceased to apply and such substitute rate shall be retroactive to, and take effect from, the beginning of such Interest Period.

SECTION 3.04. Increased Costs; Reserves on LIBO Rate Loans.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Recipient (except any reserve requirement contemplated by Section 3.04(e));

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) or (c) of the definition of Excluded Taxes, (C) Connection Income Taxes, and (D) Other Taxes) in connection with this Agreement; or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or the Loans made by such Recipient;

and the result of any of the foregoing shall be to increase the cost to such Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Recipient, the Borrower will pay to such Recipient, such additional amount or amounts as will compensate such Recipient, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Recipient determines that any Change in Law affecting such Recipient or any Lending Office of such Recipient’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Recipient’s capital or on the capital of such Recipient’s holding

company, if any, as a consequence of this Agreement, the Commitment of such Recipient or the Loan made by such Recipient, to a level below that which such Recipient or such Recipient’s holding company could have achieved but for such Change in Law (taking into consideration such Recipient’s policies and the policies of such Recipient’s holding company, from time to time, with respect to capital adequacy), then from time to time the Borrower will pay to such Recipient such additional amount or amounts as will compensate such Recipient or such Recipient’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Recipient setting forth the amount or amounts necessary to compensate such Recipient or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 3.04 and delivered to the Borrower, through the Administrative Agent, shall be conclusive absent manifest error. The Borrower shall pay such Recipient the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Recipient to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Recipient’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Recipient pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Recipient notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Recipient’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Reserves on LIBO Rate Loans. The Borrower shall pay to each Recipient, as long as such Recipient shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each LIBO Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Recipient (as determined by such Recipient in good faith, which determination shall be conclusive), which shall be due and payable on each Quarterly Date or the Maturity Date, as the case may be; provided that the Borrower shall have received from the Recipient, through the Administrative Agent, at least ten (10) days’ written prior notice (which notice shall be accompanied by copies of all documents providing reasonable evidence of the requirement to maintain such reserves) of such additional interest from such Recipient. If a Recipient fails to give notice ten (10) days prior to the relevant Quarterly Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.

(f) FATCA. If a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the

Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Notwithstanding anything herein to the contrary, should any amounts be required to be deducted or withheld under FATCA from any payment made to a Recipient under any Loan Document, the Borrower shall have no obligation to pay such Recipient any such amounts (including any Additional Amounts) to compensate such Recipient for the deduction or withholding. Solely for purposes of this Section 3.04(f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

SECTION 3.05. Compensation for Losses. Upon demand of any Recipient (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b) any failure by the Borrower (for a reason other than the failure of such Recipient to make a Loan) to prepay, borrow, continue or convert any Loan (other than a prepayment of a Base Rate Loan) on the date or in the amount notified by the Borrower (including as a result of the failure of any of the conditions set forth in Section 4.01 or Section 4.02 to be satisfied); or

(c) any assignment of a LIBO Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 3.06(b);

including any loss or expense (but excluding loss of anticipated profit) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Recipient in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to any Recipient under this Section 3.05, each Lender shall be deemed to have funded the LIBO Rate Loan made by it at the LIBO Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBO Rate Loan was in fact so funded.

SECTION 3.06. Mitigation and Replacement.

(a) Designation of a Different Lending Office. If any Lender gives a notice pursuant to Section 3.02, or if any Lender requests compensation under Section 3.04, or the Borrower is required to pay any Indemnified Taxes or any Additional Amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 3.01, then, in each such case, such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable by the Borrower pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Loan is required to be converted into a Base Rate Loan pursuant to Section 3.02, or if any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or Additional Amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance with Section 14.15.

SECTION 3.07. Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Commitments and repayment of all other Secured Facility Obligations.

ARTICLE IV

CONDITIONS PRECEDENT TO CLOSING DATE AND MAKING OF LOANS

SECTION 4.01. Conditions Precedent to Closing Date. Without prejudice to Section 4.02, the execution by each Initial Lender of this Agreement is subject to the satisfaction of the following conditions precedent, as determined by each Initial Lender:

(a) Delivery of Certain Documents, Certificates, Etc. The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies by electronic imaging means (e.g. “pdf” or “tif”) (followed promptly by originals) unless otherwise specified, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to each of the Initial Lenders:

(i) executed counterparts of this Agreement, the Borrower Trust Agreement and the Lender Trust Agreement, in each case, duly executed by each Relevant Party thereto and, in respect of this Agreement, sufficient in number for distribution to each Agent, each Initial Lender and the Borrower;

(ii) an irrevocable power of attorney, duly notarized, appointing each of the Onshore Collateral Agent and the Offshore Collateral Agent as attorney-in-fact of the Borrower, with the power and right, in the name or on behalf of the Borrower, without notice to or assent by the Borrower, in terms of the first three paragraphs of Article 2554 of the Mexican Federal Civil Code (Código Civil Federal) and the correlative articles of the other States of Mexico and the Federal District, to the extent permitted by Applicable Law, to take any action in connection with any lawsuits and collections, acts of administration and acts of ownership, and to execute any instruments which the Onshore Collateral Agent or the Offshore Collateral Agent, as the case may be, reasonably may deem necessary to create, preserve, continue or perfect any Lien granted or purported to be granted under or pursuant to any Collateral Document;

(iii) an Officer’s Certificate of the Borrower with respect to itself and in respect of each Sponsor (which Officer’s Certificate shall be accompanied by copies of all documents referred to in such Officer’s Certificate, in each case as in effect as of the Closing Date), in respect of (A) the Constituent Documents of such Relevant Party, (B) the address and other information of such Relevant Party that will allow the Initial Lenders to identify it in accordance with Applicable Law, and (C) the actions of the Equity Interest holders, board of directors, partners or other similar supervisory body of such Relevant Party taken to authorize the execution, delivery and performance of each Transaction Document to which such Relevant Party is or is to be a party (including, in the case of the Borrower, the borrowing to be made by the Borrower under the Facility and the granting of the security interests by the Borrower under the Collateral Documents);

(iv) an Officer’s Certificate of the Borrower with respect to itself and in respect of each Sponsor, in respect of the identity, authority, capacity, incumbency and true signature of each Responsible Officer who has signed or will sign each Transaction Document on behalf of such Relevant Party or who will, until replaced by another Person duly authorized for that purpose, otherwise act as representative of such Relevant Party for the purposes of signing documents in connection with any Transaction Document to which such Relevant Party is or is to be a party and the transactions contemplated thereby;

(v) an Officer’s Certificate of the Borrower with respect to itself and in respect of each Sponsor, (A) attaching thereto copies of each Project Agreement to which such Relevant Party is a party, in each case as amended, modified or supplemented as of the Closing Date and (B) certifying that (1) the copies of the Project Agreements delivered by it pursuant to this Section 4.01(a)(v) are true, correct and complete copies of such Project Agreement, (2) no term or condition of the Project Agreements delivered has been amended from the copy thereof delivered pursuant to this Section 4.01(a)(v) (other than in connection with any such amendments or supplements so delivered), (3) each Project Agreement delivered pursuant to this Section 4.01(a)(v) is in full force and effect, enforceable against each Person

party thereto in accordance with its terms, except as may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), (4) neither such Relevant Party nor, to the best knowledge of such Relevant Party, any other Person party to any Project Agreement delivered pursuant to this Section 4.01(a)(v) is in default thereunder, (5) in the case of the Borrower, each of the Assignment of Rights Agreements has been executed before a notary public in Mexico, and (6) such Relevant Party has complied with all its obligations under such Project Agreement required to be performed, or complied with, by any such Person as of the Closing Date;

(vi) an Officer’s Certificate of the Borrower, (A) attaching thereto copies of (I) each Collection Agreement to which the AICM Sponsor is a party and (II) the Airline Consent and Agreements with respect to any Airlines (other than Exempt Airlines) operating in the Existing Airport as of the Closing Date, and (B) certifying that (1) the copies of each Collection Agreement and Airline Consent and Agreement, delivered by it pursuant to this Section 4.01(a)(vi) are true, correct and complete copies of such Collection Agreement and Airline Consent and Agreement and (2) no term or condition of any Collection Agreement or the Airline Consent and Agreement has been amended from the copy thereof delivered pursuant to this Section 4.01(a)(vi) (other than in connection with any such amendments or supplements so delivered), and (C) an English translation of each Collection Agreement originally executed in Spanish, certified, in each case, by a Responsible Officer of the Borrower to be a true, complete and correct translation of each such document;

(vii) an Officer’s Certificate of the Borrower with respect to itself and in respect of each Sponsor, (A) attaching copies of each Agreement Approval necessary or required of such Relevant Party to execute, and to perform its Obligations under, each Transaction Document to which such Relevant Party is or is to be a party and (B) certifying that (I) the copies of each of the Agreement Approvals being delivered by it pursuant to this Section 4.01(a)(vii) are true, correct and complete copies of such Agreement Approval, (II) no term or condition of any such Agreement Approval has been amended from the form thereof being delivered pursuant to this Section 4.01(a)(vii), (III) each such Agreement Approval being delivered pursuant to this Section 4.01(a)(vii) is in full force and effect and is not subject to any pending appeal, intervention or similar proceeding or any unsatisfied condition that may result in modification or revocation thereof, (IV) to the best knowledge of such Relevant Party, no event has occurred that could reasonably be expected to result in the modification, cancellation or revocation of any Agreement Approval required to be delivered by it pursuant to this Section 4.01(a)(vii), and (V) such Relevant Party has no reason to believe that those Agreement Approvals that are not necessary under the terms of the Transaction Documents to which such Relevant Party is a party or Applicable Law as of the Closing Date will not be obtained in the ordinary course as and when required.

(viii) two (2) original copies of an irrevocable power of attorney from the AICM Sponsor (the “AICM Sponsor Power of Attorney”), duly notarized, appointing the Lender Trust as attorney-in-fact of the AICM Sponsor, with the power and right (but not the obligation), in the name or on behalf of the AICM Sponsor, without notice to or assent by the AICM Sponsor, in terms of the first two paragraphs of Article 2554 of the Mexican Federal Civil Code (Código Civil Federal) and the correlative articles of the other States of Mexico and the Federal District to the extent permitted by Applicable Law, to take any action upon the occurrence and during the continuation of an Event of Default, in connection with any lawsuits and collections and acts of administration on behalf of the AICM Sponsor with respect to the Collection Agreements between the AICM Sponsor and each Airline party thereto and/or to terminate any such Collection Agreements.

(b) Legal Opinions. The Administrative Agent shall have received the following legal opinions in the English language (with sufficient copies thereof for each addressee):

(i) the opinion of xxxxxx Xxxxx & New York counsel to the Borrower, addressed to each Secured Party

(ii) the opinion of Day, Mexican counsel to the Borrower and the Sponsors, addressed to each Secured Party

(iii) the opinion of Xxxxx Mexican tax counsel to each Sponsor, addressed to each Secured Party

Exhibit ;

(iv) the opinion of special Mexican counsel to the Administrative Agent, addressed to each Secured Party, in form and substance satisfactory to the Initial Lenders; and

(v) the opinion of special New York counsel to the Administrative Agent, addressed to each Secured Party, in form and substance satisfactory to the Initial Lenders.

(c) Filing of Lender Trust Agreement. The Lender Trust Agreement has been filed for registration with the relevant public registry in which such filing is necessary or appropriate in order to render the Lender Trust Agreement enforceable against any third party in interest in respect of the rights, title and interest in and to all (i) amounts due or to become due in respect of the TUA and collection rights thereof assigned by the Sponsors to the Borrower under the Assignment of Rights Agreements and (ii) Lender Trust Assets assigned by the Borrower to the Lender Trust pursuant to the terms of the Borrower Trust Agreement and the Lender Trust Agreement.

(d) Lender Trust Agreement. The Secured Parties shall have a first priority claim as beneficiaries of the Lender Trust, ranking (i) as among the Secured Parties, equal in priority, without preference by reason of date of Incurrence of any Secured Obligations owed to any Secured Parties, and (ii) ahead of the Borrower in respect of their respective claims to the Lender Trust Assets.

(e) Construction Plan and Budget. The Administrative Agent shall have received a copy of the most recent draft of the Construction Plan and Budget.

(f) Financial Model. The Administrative Agent shall have received, in form and substance satisfactory to the Initial Lenders, a hard copy of, and an electronic copy containing, the projections of revenue and expenses and cash flows with respect to the Borrower and the Existing Airport for the period commencing January 1, 2014 and ending on the final day of the calendar year during which the Notional Tenor End Date shall occur demonstrating a (i) a Debt Service Coverage Ratio for each Quarterly Period equal to or greater than and (ii) a Concession Life Coverage Ratio equal to or greater than ; accompanied by an Officer’s Certificate of the Borrower stating that the Financial Model and its underlying models and assumptions (x) were prepared in good faith by the AICM Sponsor and (y) represent the AICM Sponsor’s best estimate of the information set forth therein as of the Closing Date.

(g) Traffic Analysis, Consultant Studies and Reports. The Administrative Agent and the Initial Lenders shall have received a copy of the following reports:

(i) the report from the Market Consultant and the Technical Consultant, dated October 1, 2015;

(ii) the report from the Accounting Consultant, dated October 5, 2015;

and

(iii) the report from the Environmental and Social Consultant in respect

of the Equator Principles review of the Project, dated June, 2015.

(h) Financial Statements. The Administrative Agent shall have received, in form and substance satisfactory to the Initial Lenders, copies of the 2014 audited financial statements of the AICM Sponsor and the Borrower, accompanied by an Officer’s Certificate of the Borrower in respect of the AICM Sponsor certifying that

(1) the copies of the 2014 audited financial statements of the AICM Sponsor fairly present in all material respects the financial condition of the AICM Sponsor, as of the date of such financial statements and the results of operations of the AICM Sponsor for the period indicated in such financial statements, all in accordance with Mexican GAAP, and (2) there has been no Material Adverse Change with respect to the AICM Sponsor since December 31, 2014.

(i) Process Agent. The Administrative Agent shall have received, in form and substance satisfactory to the Initial Lenders, (i) an acceptance from the Process Agent appointed under Section 14.19(d) of this Agreement and (ii) an irrevocable power of attorney, duly notarized, appointing the Process Agent as attorney-in-fact of the Borrower

under any Loan Document governed by the laws of the State of New York, with the power and right, in the name or on behalf of the Borrower, without notice to or assent by the Borrower to act as process agent on behalf of the Borrower.

(j) Passenger Tariffs. The Administrative Agent shall have received, in form and substance satisfactory to the Initial Lenders, an Officer’s Certificate (which Officer’s Certificate shall be accompanied by copies of all documents referred to in such Officer’s Certificate, in each case as in effect as of the Closing Date) of the Borrower in respect of

(i) each Passenger Tariff approved by the SHCP and any other competent Governmental Authority in force and effect on the Closing Date and (ii) the aggregate amount of all amounts due in respect of TUA 1 arising during the period of twelve

(12) consecutive months ending on the last day of the calendar month next preceding the Closing Date.

(k) Representations and Warranties. All representations and warranties made by each Relevant Party in each Transaction Document to which it is a party is true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty specifically speaks of an earlier date, such representation or warranty shall have been true and correct on and as of such earlier date), and the Administrative Agent shall have received an Officer’s Certificate of the Borrower as to itself and in respect of each Sponsor, to such effect and, in the case of the Officer’s Certificate of the Borrower, certifying also that no Prospective Event of Default or Event of Default has occurred and is continuing.

(l) SCT Acknowledgment. The Administrative Agent shall have received copies of the SCT acknowledgments, dated October 23, 2014 and October 24, 2014, as evidence that the SCT has (i) received notice of the execution of the Assignment of Rights Agreements and the assignment of all amounts due or to become due in respect of the TUA and collection rights thereof for the period specified therein by the Sponsors to the Borrower, and (ii) confirmed and acknowledged that the Borrower shall be solely entitled to all amounts due or to become due in respect of the TUA for so long as the Secured Parties shall remain as beneficiaries under the Lender Trust.

(m) SHCP Confirmation. The Administrative Agent shall have received a copy of the SHCP confirmation regarding the tax treatment applicable to the assignment and collection of the TUA.

(n) Credit Reports. The Administrative Agent shall have received, in form and substance satisfactory to the Initial Lenders, reports from credit bureau agencies (sociedades de información crediticia) with respect to the creditworthiness of the Borrower and the Sponsors.

(o) Related Party Registration Information. The Administrative Agent shall have received certified evidence from the RUG, in form and substance satisfactory to the Initial Lenders, of the Borrower’s ownership of the rights assigned through the Assignment of Rights Agreements, and of the nonexistence of Liens in respect of the Borrower’s assets, other than the Lender Trust and the other Permitted Liens.

(p) Force Majeure. No event of Force Majeure shall have occurred and be continuing which could reasonably be expected to have a Material Adverse Effect.

(q) Casualty Event. No Casualty Event shall have occurred and be continuing which could reasonably be expected to have a Material Adverse Effect.

(r) Litigation. There shall exist no action, suit, investigation, litigation or proceeding affecting any Relevant Party or any of their respective Subsidiaries pending or, to the knowledge of any party hereto, threatened before any court, Governmental Authority or arbitrator that (i) has had or could be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect, (ii) purports to materially and adversely affect the Project, or (iii) purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the transactions contemplated hereby or thereby.

(s) Agreement Approvals, Etc. All Agreement Approvals necessary or required for each Relevant Party to execute, and to perform its Obligations under, each Transaction Document, that are required under the terms of such Transaction Documents or Applicable Law to be obtained as of the Closing Date, shall have been obtained and shall remain in effect and shall not be subject to appeal, intervention or other similar proceeding or any unsatisfied condition that may result in the modification or revocation thereof; no Applicable Law shall, in the reasonable judgment of the Initial Lenders, restrain, prevent or impose materially adverse conditions upon the transactions contemplated by the Transaction Documents, the Existing Airport or the rights of the Relevant Parties freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

(t) Insurance. The Administrative Agent shall have received, in form and substance satisfactory to the Insurance Consultant (i) an Officer’s Certificate of the Borrower (which Officer’s Certificate shall be accompanied by a copy of the business interruption insurance policy and endorsements currently in effect as required pursuant to the TUA 1 Assignment of Rights Agreement and copies of letters from the AICM Sponsor’s insurance brokers or insurers (commonly referred to as “undertaking letters”) in respect of such business interruption insurance policy ), stating that (A) the copy of such policy and endorsements is a true, correct and complete copy thereof, (B) such policy is in full force and effect, and (C) all premiums theretofore due and payable thereon have been paid and (ii) a report of Proasegurado Asesores, Agente de Seguros y de Fianzas, S.A. de C.V. containing x xxxxxx or certificate signed by the insurer or a broker authorized to bind the insurer with respect to each policy of business interruption insurance required to be in effect (including the assignment of such insurance to the Lender Trust Trustee pursuant to the TUA 1 Assignment of Rights Agreement) and confirming that the AICM Sponsor has adequate insurance provisions for the foregoing relevant transactions.

(u) Incumbency and Signatures Certificates, Etc. (i) The Offshore Collateral Agent shall have received a duly executed incumbency certificate from the Borrower and the Administrative Agent and (ii) the Lender Trust Trustee shall have received a duly

executed incumbency certificate from the Borrower, the Administrative Agent, the Onshore Collateral Agent and the Offshore Collateral Agent.

(v) Account Statements. The Administrative Agent shall have received copies of the most recently available account statements for all the Lender Trust Accounts.

(w) Notes. The Administrative Agent shall have received a Note executed by the Borrower in favor of each Initial Lender evidencing the principal amount of Loans held by each such Initial Lender as of the Closing Date 2.01(a), and the Administrative Agent, simultaneously with the delivery by the Borrower of such Notes, shall have canceled and promptly returned to the Borrower all prior Notes evidencing the Original Loans.

(x) Terminal 2 Report. The Administrative Agent shall have received a copy of the Terminal 2 Report.

SECTION 4.02. Conditions Precedent to each Borrowing. In addition to the conditions specified in Section 4.01, the obligation of each Lender to make a Loan on each Funding Date shall be subject to the fulfillment of the following conditions precedent as determined by the Administrative Agent prior to such Borrowing:

(a) Delivery of Certain Documents, Certificates, Etc. The Administrative Agent shall have received the following, each of which shall be originals, facsimiles or copies by electronic imaging means (e.g. “pdf” or “tif”) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, dated the Funding Date thereof (or, in the case of certificates of governmental officials, a recent date before such Funding Date) and each in form and substance satisfactory to the Lenders:

(i) a Note executed by the Borrower in favor of each Lender requesting such Note in the amount of each Borrowing;

(ii) an Officer’s Certificate of (A) the Borrower certifying that, with respect to the Sponsors and the Airports, the conditions set forth in Section 4.02(c), (d) and (e) below have been satisfied and (B) the Borrower, certifying that the conditions set forth in Section 4.02(f) and, as to itself, Section 4.02(d) and (e) below, have been satisfied;

(b) Notice of Borrowing. The Administrative Agent shall have received a Loan Notice as required by Section 2.02(a), requesting the borrowing of Loans to be made on the applicable Funding Date and specifying the uses of such proceeds as permitted under Section 7.01(j).

(c) Change in Law. There shall have been no Change in Law since the date of this Agreement which has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

(d) Force Majeure. No event of Force Majeure shall have occurred and be continuing which could reasonably be expected to have a Material Adverse Effect.

(e) Representations and Warranties. The representations and warranties of each Relevant Party contained in any Transaction Document, or in any document furnished at any time under or pursuant to any Transaction Document, shall be true and correct in all material respects on and as of the date of such Borrowing with the same force and effect as if made on and as of such date (or, if any such representation and warranty specifically speaks of an earlier date, such representation and warranty shall have been true and correct in all material respects on and as of such earlier date).

(f) Fees and Expenses. The Borrower shall have paid, or given irrevocable instructions authorizing the Administrative Agent to apply, on the date of such Borrowing, such portion of the Loans as may be necessary to pay, in full all accrued and outstanding Transaction Costs as of the date of such Borrowing.

(g) Facility Debt Service Reserve. To the extent that there exists a Facility Debt Service Reserve Deficiency on the date of such Borrowing, the Borrower shall have given irrevocable instructions authorizing the Administrative Agent to apply, on the date of such Borrowing, such portion of the Loans as may be necessary to make a Facility Debt Service Reserve Payment in an amount equal to the Facility Debt Service Reserve Requirement as of such Funding Date (and after giving effect to such Borrowing).

SECTION 4.03. Determinations Under Sections 4.01 and 4.02. For purposes of determining compliance with the conditions precedent specified in Sections 4.01 and 4.02, each Initial Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Initial Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Initial Lender prior to the Closing Date or any Funding Date, as the case may be, specifying its objection thereto. The Administrative Agent shall promptly notify the Initial Lenders and the Borrower of the occurrence of the Closing Date and Funding Date, as the case may be.

ARTICLE V REPRESENTATIONS AND WARRANTIES

SECTION 5.01. Representations and Warranties of the Borrower. The Borrower represents and warrants to each Lender that on the Closing Date and each Funding Date:

(a) Organization and Ownership. The Borrower (i) is the trustee of an irrevocable administration and payment trust (contrato de fideicomiso irrevocable de administración y pago), created under the laws of Mexico pursuant to the Borrower Trust Agreement, and (ii) has all requisite power and authority (including all Governmental Authorizations) to (A) own and manage the Trust Assets and (B) execute, deliver and perform its obligations under each Transaction Document to which it is a party.

(b) Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Transaction Document to which it is a party are within the Borrower’s powers, have been duly authorized by all necessary trust or other organizational action, and do not and will not (i) contravene the terms of the Borrower Trust Agreement; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under, (A) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the Trust Assets or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or the Trust Assets is subject; or (iii) violate

(A) with respect to the Loan Documents, any Applicable Law and (B) with respect to the Project Agreements, any Applicable Law in any material respect.

(i) This Agreement has been, and each other Transaction Document to which the Borrower is or will become a party, when delivered hereunder, will have been, duly executed and delivered by the Borrower. This Agreement constitutes, and each other Transaction Document when delivered hereunder will constitute, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(ii) Each Note constitutes a título de crédito and entitles the holder thereof to commence an executory proceeding (juicio ejecutivo) against the Borrower in the Mexican courts.

(d) Consents and Approvals for Agreements.

(i) No Governmental Authorization or approval, consent or action by, and no notice to or filing with, any Governmental Authority or any other Person is necessary for (A) the due execution, delivery, recordation, filing or performance by, or enforcement against, the Borrower of any of the Transaction Documents to which it is a party, (B) the grant by the Borrower of the Liens created under the Collateral Documents, (C) the perfection and maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof), or

(D) the exercise by any Secured Party of its rights under the Loan Documents to which the Borrower is a party or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the approvals, consents, exemptions, authorizations, actions, notices and filings listed (the “Borrower Approvals”). Except for the filing and registration of the Lender Trust Agreement with the RUG (which has been delivered to a Mexican notary public for such filing and registration), all other Borrower Approvals (1) have duly been obtained, taken, given or made, (2) are in full force and effect, (3) are held in the name of the Borrower or any other Relevant Party, (4) are not subject to appeal, intervention or similar proceeding and (5) are free from conditions or requirements that have not been met or complied with.

(ii) All applicable waiting periods in connection with the Borrower Approvals have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon any Borrower Approval and no event has occurred that could reasonably be expected to result in the revocation, termination or adverse modification of any Borrower Approval.

(e) Litigation. There is no action, suit, investigation, litigation, proceeding, claim or dispute pending or, to the best of the Borrower’s knowledge, threatened before any Governmental Authority or arbitration by or against the Borrower or against any of its properties, assets or revenues, in each case which either individually, or in the aggregate, (i) has had, or could reasonably be expected to have, a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby.

(f) Compliance, Etc. The Borrower is in compliance with the requirements of all Applicable Laws and Governmental Authorizations, applicable to it or to the Trust Assets, except where any failure to so comply (individually or collectively) could not be expected to have a Material Adverse Effect. Each of the Airport and, on and following the commencement of the construction of the Project, the Project and the New Airport (whether fully constructed or under construction), is in compliance (i) in all material respects with the requirements of all Environmental Laws, and (ii) with the Environmental and Social Management Plan and the Equator Principles Action Plan (if any).

(g) No Immunity. Neither the Borrower nor any of its properties (including the Trust Assets) has any immunity from jurisdiction of any court otherwise having valid subject matter and personal jurisdiction or from set-off or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). The Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and the other Transaction Documents to which it is a party, and the execution, delivery and performance by the Borrower of this Agreement and the other Transaction Documents to which it is a party constitute private and commercial acts (jure gestionis acts) rather than public or governmental acts (jure imperii acts).

(h) Title to Properties, Etc.

(i) The only assets and properties of the Borrower are the Trust Assets and its interests as a Lender Trust Beneficiary.

(ii) The Borrower has good, legal and valid title to all of the Trust Assets and its interests as a Lender Trust Beneficiary, free and clear of any Liens, other than Liens created under the Collateral Documents. The Secured Parties have a first priority claim as beneficiaries of the Lender Trust, ranking (A) as among the Secured Parties, equal in priority, without preference by reason of date

of Incurrence of any Secured Obligations owed to any Secured Parties, and

(B) ahead of the Borrower in respect of their respective claims to the Lender Trust Assets; provided that, the registration of the Lender Trust Agreement must be confirmed by the relevant public registry in which a filing is necessary or appropriate in order to render the Lender Trust enforceable against any third party.

(iii) Pursuant to the Assignment of Rights Agreements, the Borrower has a valid and perfected legal ownership interest in all amounts due or to become due in respect of the TUA, by an absolute assignment (other than for tax purposes) of all rights, title and interest in and to such amounts and the collection rights thereof from the relevant Sponsor and such sale is not void or subject to avoidance under any Applicable Laws (including any Debtor Relief Law). The Purchase Price with respect to TUA 1 and, as of the date hereof, TUA 2, constitutes fair consideration and reasonably equivalent value.

(iv) The Borrower has not executed or delivered any powers of attorney, including any general powers of attorney for acts of domain, granted by the Borrower that are in effect, other than any such powers of attorney granted in favor of (i) the Onshore Collateral Agent and the Offshore Collateral Agent pursuant to Section 4.01(a)(ii), (ii) the Process Agent pursuant to Section 4.01(i), and (iii) as otherwise permitted by this Agreement and as contemplated by the Loan Documents.

(v) No mortgage, pledge, financing statement or other instrument or recordation similar in effect covering all or any part of the Collateral purported to be covered by the Collateral Documents or listing the Borrower or any trade name of the Borrower as debtor is on file in any recording office, except such as may have been filed under any Permitted Liens in favor of the Offshore Collateral Agent or the Onshore Collateral Agent, in each case, on behalf of and for the benefit of the Secured Parties.

(vi) The Borrower does not know of any claim to or interest in any Offshore Account or any property (including funds and financial assets) credited to any Offshore Account, except for claims and interests of the Secured Parties referred to in this Agreement and the Security Agreement (if any).

(i) Liability for Taxes.

(i) The Borrower has not incurred and, to the best of its knowledge, will not incur, any material Tax liability in connection with the Project or the other transactions contemplated by the Loan Documents to which it is a party, including any Tax liability in respect of withholding Taxes, that is not specifically reflected in the Financial Model. The Financial Model accurately reflects all material Taxes that are projected to be due and payable by the Borrower from payments of the TUA 1 deposited in, or credited to, the Lender Trust Accounts.

(ii) Other than any applicable Other Connection Taxes, there are no Taxes or Other Taxes imposed by any Governmental Authority either (A) on or by virtue of the execution, enforcement or admissibility into evidence of any of the Loan Documents or any of the Transactions or (B) on any payment to be made by the Borrower pursuant to any Loan Document, except for (1) Mexican withholding Taxes imposed on interest payments (including those payments which are deemed interest under the applicable Mexican tax laws) to the Secured Parties under any Loan Document and (2) Taxes imposed solely on Mexican residents or permanent establishments located in Mexico. The Borrower is permitted to pay any additional amounts payable pursuant to Section 3.01.

(j) Payment of Taxes. No Taxes or Other Taxes are required to be paid in connection with the execution, delivery, filing, recording, perfection, priority, validity, enforceability or admissibility in evidence of the Transaction Documents except as may be required for the registration of the Collateral Documents and as otherwise described

, which will be paid (or have been paid) in full on or prior to such

Funding Date.

(k) Disclosure. There are no facts or circumstances known to the Borrower or any Sponsor that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect which have not been disclosed in writing to the Agents and the Lenders. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Borrower to any Agent or Lender in connection with the Transaction and the negotiation of this Agreement or delivered hereunder or any other Transaction Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, taken as a whole, not misleading.

(l) Ranking. The Secured Obligations are direct, unconditional, and unsubordinated senior secured obligations of the Borrower, and rank, in right of payment, upon the bankruptcy or insolvency of the Borrower, senior in right of payment, other than those obligations or Indebtedness mandatorily preferred by operation of Applicable Law or secured by a Permitted Lien.

(m) Contractual Obligations. The Borrower does not have any Contractual Obligations other than those under the Transaction Documents and, subject to Section 8.01(b), Additional Debt.

(n) Investment Company. The Borrower is not required to register as an “investment company” under the Investment Company Act.

(o) Proper Legal Form. This Agreement and each other Loan Document to which the Borrower is a party are, and once the relevant Loan Documents that are required to be formalized or ratified before a Mexican notary public, as applicable, and registered in the relevant public registries (including the RUG), are so formalized and registered, will be, in proper legal form under the laws of Mexico for the enforcement

thereof in accordance with their respective terms against the Borrower (including enforcement of the choice of law provisions), and, except as otherwise mentioned in this Section 5.01(o), to ensure the legality, validity, enforceability and admissibility in evidence of each such Loan Document in Mexico, it is not necessary that any Loan Document to which the Borrower is a party or any other document be filed or recorded with any court or other authority in Mexico or that any stamp or similar tax be paid on or in respect of any such Loan Document, all of which have been paid in full (to the extent required to have been paid); provided that a Spanish translation by a court-approved translator will be required for the enforcement in Mexico of any such document not written in Spanish.

(p) Use of Proceeds, Purchase Price.

(i) The proceeds of the Loans will be used solely (i) to pay

(A) installments of the Purchase Price due from the Borrower under the Assignment of Rights Agreements and (B) Transaction Costs, and (ii) to make a Facility Debt Service Reserve Payment.

(ii) Each installment of the Purchase Price to be paid by the Borrower under the Assignment of Rights Agreements will be used solely (a) for the payment of costs and expenses in respect of Project construction and civil works, and (b) for any other purpose related to the Airports previously approved in writing by the Required Lenders.

(q) Indebtedness of the Borrower. The Borrower has no Indebtedness other than the Secured Facility Obligations and, on and after the Incurrence thereof (i) in accordance with Section 8.01(b)(iii), Additional Debt Obligations, and (ii) in accordance with Section 7.01(m) and Section 12.01(l), its Obligations under any Required Swap Contracts.

(r) Investments, Subsidiaries, Etc.

(i) The Borrower has no Investments, other than (A) the Required Swap Contracts and (B) Cash Equivalents permitted pursuant to the Loan Documents.

(ii) The Borrower has no Subsidiaries and is not a general or limited partner in any general or limited partnership or party to any joint venture.

(s) Margin Regulations. The Borrower is not engaged and will not engage in the business of, and no proceeds of any Loan will be used for the purpose of, “purchasing” or “carrying” any “margin stock” (within the respective meanings of each of the quoted terms under Regulation U), or extending credit to others for such purpose.

(t) Solvency. The Borrower is Solvent.

(u) Events of Default, Etc. No Prospective Event of Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Transaction Document.

(v) Perfection, Etc.

(i) All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, except for the filing and registration of the Lender Trust Agreement with the RUG (which has been delivered to a Mexican notary public for such filing and registration). On and after the Closing Date, the Collateral Documents create in favor of the Offshore Collateral Agent or the Onshore Collateral Agent, as the case may be, a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Secured Facility Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken; provided, that, the enforceability against third parties of the Liens created pursuant to the Lender Trust Agreement, shall be subject to the registration of such agreement with the relevant public registries, including in the folio electrónico of the Borrower maintained with the RUG. The Borrower is the legal and beneficial owner of the Collateral purported to be granted by it under the Collateral Documents free and clear of any Lien, except for the liens and security interests created under the Loan Documents and any Permitted Liens.

(ii) The Borrower has Conveyed in trust to the Lender Trust Trustee, for the benefit of the Onshore Collateral Agent, as beneficiary in first place thereunder, the rights to all assets Conveyed in trust for the benefit of the Onshore Collateral Agent (on behalf of the Secured Parties) to the Lender Trust, including the rights, title and interest in and to all amounts due or to become due in respect of the TUA and collection rights thereof. So long as each of the Borrower Trust Agreement and the Lender Trust remains in effect, the Lender Trust Trustee shall have all rights and powers with respect to the assets Conveyed (or to be Conveyed) in trust thereunder, for the benefit of the Onshore Collateral Agent (on behalf of the Secured Parties), as beneficiary in first place thereunder, in accordance with the terms of the Lender Trust Agreement; provided, that, the enforceability against third parties of the Liens created pursuant to the Lender Trust Agreement, shall be subject to the registration of such agreement with the relevant public registries, including in the folio electrónico of the Borrower maintained with the RUG.

(w) Employees. The Borrower has no employees and does not contribute to, or maintain, any employee benefit plans.

(x) Borrower Accounts. The Borrower has no deposit accounts or securities accounts other than the (i) Borrower Accounts and (ii) after the Incurrence of Additional Debt, the Additional Debt Accounts (if any).

(y) Exempt Airlines. The following Airlines did not, in the aggregate, collect more than of all amounts due in respect of the TUA arising during the period of twelve (12) consecutive months ending on the last day of the calendar month next preceding the Closing Date

(z) Material Adverse Change. There has been no Material Adverse Change with respect to the Borrower since December 31, 2014.

(aa) Insurance. (i) The AICM Sponsor currently holds effective business interruption insurance policies or binders of insurance issued in favor of the AICM Sponsor with respect to the Existing Airport with responsible insurance companies, in such types and amounts and covering such risks as are consistent with customary practices and standards of companies in Mexico engaged in businesses and operations similar to those of the Existing Airport and (ii) on and following the Trigger Date, the NAICM Sponsor holds effective business interruption insurance policies or binders of insurance issued in favor of the NAICM Sponsor with respect to the New Airport with responsible insurance companies, in such types and amounts and covering such risks as are consistent with customary practices and standards of companies in Mexico engaged in businesses and operations similar to those of the New Airport.

(bb) Hedging. Each Swap Contract or transaction thereunder to which the Borrower is a party is based on the underlying value of a product, interest rate or currency that is used by the Borrower in the ordinary course of business and was not entered into for speculative purposes.

(cc) Foreign Corrupt Practices Act. Such Relevant Party and, to the knowledge of the Borrower after good faith due inquiry and investigation, its Subsidiaries, and their officers, employees or directors, and the partners, advisors and agents of any Relevant Party in respect of the transactions contemplated hereunder or in respect of the Project, in each case, have complied with, and will comply with, the U.S. Foreign Corrupt Practices Act, and are in compliance with any other anti-bribery or anti-corruption law applicable to such Person, and each Relevant Party and, to the knowledge of the Borrower after good faith due inquiry and investigation, its Subsidiaries, and their officers, employees or directors, and the partners, advisors and agents of any Relevant Party in respect of the transactions contemplated hereunder or in respect of the Project, in each case, have not made, offered, promised or authorized, and will not make, offer, promise or authorize, whether directly or indirectly, any payment, of anything of value to a Government Official while knowing or having a reasonable belief that all or some portion will be used for the purpose of: (a) influencing any act, decision or failure to act by a Government Official in his or her official capacity, (b) inducing a Government Official to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity or (c) securing an improper advantage, in each case in order to obtain, retain or direct business.

(dd) OFAC; Anti-Terrorism Laws.

(i) No Relevant Party, nor, to the knowledge of the Borrower after good faith due inquiry and investigation, any Subsidiary, officer, employee or director of any Relevant Party, or any partner, advisor or agent of any Relevant Party in respect of the transactions contemplated hereunder or in respect of the Project, (A) is currently the subject of any Sanctions, (B) is located, organized or residing in any Designated Jurisdiction, or (C) (1) has more than 10% of its total assets in Designated Jurisdictions, in the aggregate, or (2) derives more than 10% of its operating income from investments in, or transactions with Designated Jurisdictions or Persons with whom dealings are prohibited under any Sanctions in the aggregate. No Loan, nor the proceeds from any Loan, has been used, directly or indirectly, to lend, contribute, provide or has been otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction, that is a Prohibited Person or with whom dealings are prohibited under any Sanctions, or in any other manner, in each case as will result in any violation by any Person (including any Lender, Global Coordinator or the Administrative Agent) of Sanctions.

(ii) Neither any Relevant Party, nor, to the knowledge of the Borrower, after good faith due inquiry and investigation, any Subsidiary, officer, employee or director of any Relevant Party, or any partner, advisor or agent of any Relevant Party in respect of the transactions contemplated hereunder or in respect of the Project, is in violation of any applicable Law relating to terrorism or money laundering and the PATRIOT Act (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the Trading with the Enemy Act (12 U.S.C. §95), the International Emergency Economic Powers Act (50 U.S.C. §1701-1707) and any Applicable Law relating to restrictive measures against the Islamic Republic of Iran and its Persons.

ARTICLE VI ACCOUNTS

SECTION 6.01. Creation of the Accounts.

(a) Existence of Offshore Accounts. The Lender Trust Trustee has established, and is hereby directed to continue to maintain, with the Account Holder at its offices in New York City, State of New York, United States

, in the name of the Lender Trust and under the sole dominion and control of the Offshore Collateral Agent and subject to the terms of this Agreement, the following segregated non-interest bearing Dollar-denominated offshore accounts:

(i) a Dollar revenues account, (the “Offshore Revenues Account”);

(ii) a debt service reserve account, (the “Facility Debt Service Reserve Account”); and

(iii) a debt service accrual account, (the “Facility Debt Service Accrual Account”).

The Account Holder hereby confirms and acknowledges that, as of the Closing Date, the Offshore Accounts continue to be in existence.

(b) Offshore Collateral Agent Control. From and after the Closing Date until all amounts due or to become due in respect of any of the Secured Facility Obligations have been paid in full in cash and each of the Commitments and all Facility Swap Contracts have been terminated, each Offshore Account shall be maintained in the name of the Lender Trust and under the sole dominion and control of the Offshore Collateral Agent and subject to the terms of this Agreement. The Account Holder and the Offshore Collateral Agent shall cause each of the Offshore Accounts to be, and each Offshore Account shall be, separate from all other accounts held by or under the control or dominion of the Account Holder and the Offshore Collateral Agent. Each of the Borrower and the Lender Trust Trustee irrevocably confirms the authority of (and directs and authorizes) the Account Holder to, and the Account Holder agrees to, deposit into, or credit to, and transfer funds from the Offshore Accounts in accordance with this Agreement and the other Loan Documents to which it is a party. The Offshore Accounts shall be subject to Applicable Laws of the FRB and of any other applicable Governmental Authority, as may now or hereafter be in effect.

(c) Limited Borrower Rights. The Borrower shall not have any rights against or to moneys on deposit in, or credited to, the Offshore Accounts, as third-party beneficiary or otherwise, except the right to receive or make requisitions of moneys on deposit in, or credited to, the Offshore Accounts, as permitted by this Agreement, and to direct the Account Holder as to the investment of moneys held in the Offshore Accounts as permitted by Section 6.04.

SECTION 6.02. Creation of the Onshore Accounts.

(a) Establishment of Onshore Accounts. The Lender Trust Trustee has established, and is hereby directed by the Borrower to maintain, with the Lender Trust Trustee at its offices in Mexico City, Mexico, in the name of the Lender Trust and under the sole dominion and control of the Lender Trust Trustee and subject to the terms of this Agreement, the following segregated non-interest bearing Peso-denominated trust accounts:

(i) a Peso revenues account, (the “Peso Revenues Account”); and

(ii) an Expropriation Compensation account, (the “Expropriation Compensation Account”); and

(iii) a Peso withholding account, (the “Peso Withholding Account”).

The Lender Trust Trustee hereby confirms and acknowledges that, as of the Closing Date, the Onshore Accounts continue to be in existence.

(b) Separation of Onshore Accounts. From and after the Closing Date until all amounts due or to become due in respect of any of the Secured Facility Obligations have been paid in full in cash and each of the Commitments and all Facility Swap Contracts have been terminated, each Onshore Account shall be maintained in the name of the Lender Trust and under the sole dominion and control of the Lender Trust Trustee. The Lender Trust Trustee shall cause each of the Onshore Accounts to be, and each Onshore Account shall be, separate from all other accounts held by or under the control or dominion of the Lender Trust Trustee. The Borrower irrevocably confirms the authority of (and directs and authorizes) the Lender Trust Trustee to deposit into, or credit to, and transfer funds from the Onshore Accounts in accordance with this Agreement and the other Loan Documents to which it is a party. The Onshore Accounts shall be subject to Applicable Laws of the Banco de México and of any other applicable Governmental Authority, as may now or hereafter be in effect.

(c) Limited Borrower Rights. The Borrower shall not have any rights against or to moneys on deposit in, or credited to, the Onshore Accounts, as third-party beneficiary or otherwise, except the right to receive or make requisitions of moneys on deposit in, or credited to, the Onshore Account, as permitted by this Agreement, and to direct the investment of moneys held in the Onshore Accounts as permitted by Section 6.04.

SECTION 6.03. Subaccounts.

(a) Generally. Each Offshore Account may include one or more securities subaccounts and each Onshore Account may include one or more subaccounts (each such subaccount of an Onshore Account or an Offshore Account, a “Subaccount”), established and maintained (i) in the case of an Offshore Account, by the Account Holder, at its offices in Xxx Xxxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in the name of the Lender Trust or (ii) in the case of an Onshore Account by the Lender Trust Trustee, at its offices in Mexico City, Mexico, in the name of the Lender Trust and, in each case, in accordance with the instructions and directions of the Administrative Agent following any request made from time to time by the Borrower as provided in this Section 6.03 and approved by the Required Lenders, such approval to be notified to the Lender Trust Trustee by the Administrative Agent. Each Subaccount shall be identified with the particular Lender Trust Account to which it relates and shall be segregated from any other Subaccount.

(b) Notice to the Administrative Agent. The Borrower shall give the Offshore Collateral Agent, the Lender Trust Trustee and the Administrative Agent at least twenty (20) days’ prior notice of its intention to request the designation of a Subaccount.

(c) References to Accounts. Unless otherwise specified in this Agreement, all references to any Lender Trust Account shall include references to all related Subaccounts thereof and each Subaccount shall be subject to the same restrictions and limitations as the Lender Trust Account to which it relates.

(d) No Second-Tier Subaccounts. No Subaccount may itself include another Subaccount.

SECTION 6.04. Investment of Funds in Accounts.

(a) Pre-Default. So long as no Event of Default has occurred and is continuing (or would occur after giving effect to any application of funds contemplated hereby), the Borrower shall direct the Offshore Collateral Agent and the Lender Trust Trustee to (i) invest amounts on deposit in, or credited to, the Offshore Accounts in such Dollar Permitted Investments deposited into, or credited to, each such Offshore Account and (ii) invest amounts on deposit in, or credited to, the Onshore Accounts in such Peso Permitted Investments deposited into, or credited to, each such Onshore Account, in the same manner, in each case, as the Borrower may instruct from time to time. Income and proceeds that are not invested or reinvested in Cash Equivalents as provided above shall, depending on the currency thereof, be deposited and held in, or credited to, the Peso Revenues Account (if denominated in Pesos) or the Offshore Revenues Account (if denominated in Dollars). In addition, the Lender Trust Trustee shall have the right at any time to exchange, or instruct the Offshore Collateral Agent to exchange, such Cash Equivalents for similar Cash Equivalents of smaller or larger denominations, or for other Cash Equivalents deposited into, or credited to, the applicable Lender Trust Account.

(b) Post-Default. If any Event of Default has occurred and is continuing, the Lender Trust Trustee shall and shall direct the Offshore Collateral Agent to (i) invest amounts on deposit in, or credited to, the Offshore Accounts in such Dollar Permitted Investments deposited into, or credited to, each such Offshore Account and (ii) invest amounts on deposit in, or credited to, the Onshore Accounts in such Peso Permitted Investments deposited into, or credited to, each such Onshore Account, in the same manner, in each case, as may be instructed by the Administrative Agent (or such person or persons as the Administrative Agent may designate) from time to time. Income and proceeds that are not invested or reinvested in Cash Equivalents shall, depending on the currency thereof, be deposited and held in, or credited to, the Peso Revenues Account (if denominated in Pesos) or the Offshore Revenues Account (if denominated in Dollars). In addition, the Lender Trust Trustee shall have the right at any time to exchange, or instruct the Offshore Collateral Agent to exchange, such Cash Equivalents for similar Cash Equivalents of smaller or larger denominations, or for other Cash Equivalents deposited into, or credited to, the applicable Lender Trust Account.

(c) No Instructions. If at any time the Offshore Collateral Agent or the Lender Trust Trustee has not received instructions as to the investment of funds (or any variation or redemption of such investments) in the Lender Trust Accounts within five

(5) Business Days following its receipt of such funds, it is hereby directed to use its reasonable efforts (without waiting for further instructions), and shall on such fifth

(5th) Business Day, use commercially reasonable efforts to (i) in the case of funds in the Peso Revenues Account, invest such funds in any Peso Permitted Investment available at the time of any such investment, and in the order set forth in the definition of “Peso Permitted Investment”, which Peso Permitted Investment shall mature no later than seven

(7) days after the date of such investment, and (ii) in the case of funds in the Offshore Accounts, to cause the Offshore Collateral Agent, to the extent practicable, to invest such funds in the Dollar Permitted Investments of the type specified in clause (g) of the definition of “Dollar Permitted Investments”.

(d) Liquidation of Cash Equivalents. Whenever directed to make a transfer of funds from any of the Lender Trust Accounts, the Lender Trust Trustee is hereby directed and authorized to liquidate any Cash Equivalent, to the extent that, after application of all other available funds, the liquidation of such Cash Equivalent is necessary to make such transfer. The Lender Trust Trustee shall have no liability, however, with respect to any loss, income, cost or penalty on the liquidation of any Cash Equivalent pursuant to this Agreement, nor shall the Lender Trust Trustee have any liability with respect to any Cash Equivalents (including purchases or conversions of foreign exchange) of moneys deposited into, or credited to, the Lender Trust Accounts (or any losses resulting therefrom) made in accordance with this Agreement.

(e) Balance of Accounts. All references in this Agreement or any other Loan Document to Lender Trust Accounts and to cash, moneys or funds therein or balances thereof shall include the Cash Equivalents in which such cash, moneys, funds or balances are then invested and the proceeds thereof.

(f) Transactions through Affiliates.

(i) The Lender Trust Trustee may execute any investment instruction provided to it in respect of the Dollar Permitted Investments and the Pesos Permitted Investments through its Affiliates, and neither the Lender Trust Trustee nor its Affiliates shall have a duty to monitor the investment rating of any such Dollar Permitted Investments and Pesos Permitted Investments, respectively.

(ii) If at any time the Lender Trust Trustee is required to convert funds on deposit in, or credited to, or to be deposited in, or credited to, any Onshore Accounts, from one currency to another currency, the Lender Trust Trustee is hereby authorized, and the Borrower does hereby authorize the Lender Trust Trustee, to convert any such funds based on the applicable Exchange Rate in effect at such time.

SECTION 6.05. Expropriation Compensation.

(a) Deposits or Credits. The Borrower shall direct each Person from whom it is entitled to receive any Expropriation Compensation to pay such Expropriation Compensation directly to the Lender Trust Trustee for deposit into, or credit to, the Expropriation Compensation Account. If the Borrower or any Sponsor shall receive any such Expropriation Compensation, such party receiving such Expropriation

Compensation shall deliver, or in the case of the Borrower, shall cause any Sponsor to deliver, such Expropriation Compensation in the exact form received (with any necessary endorsement) within two (2) Business Days from receipt by such Person thereof to the Lender Trust Trustee for deposit into, or credit to, the Expropriation Compensation Account.

(b) Withdrawals. On the first Quarterly Date occurring after the deposit of any Expropriation Compensation into the Expropriation Compensation Account, the Lender Trust Trustee shall, on the basis of Payment Certificates delivered by the Borrower pursuant to Section 6.11, apply any Net Cash Proceeds on deposit in, or credited to, the Expropriation Compensation Account (after conversion thereof into Dollars based on the applicable Exchange Rate) to prepay the Secured Obligations in accordance with Section 2.06(b) based upon written direction from the Borrower or the Administrative Agent.

SECTION 6.06. Peso Revenues Account.

(a) Deposits or Credits. Subject to Section 6.07, the Borrower shall irrevocably direct the Sponsors and any other Person who is obligated at any time to make any payment denominated in Pesos to the Borrower for any reason, including any amounts payable in respect of any TUA and all Business Interruption Insurance Proceeds, to pay such amount to the Lender Trust Trustee for deposit into, or credit to, the Peso Revenues Account. If the Borrower or any Affiliate shall receive any amount required to be deposited into, or credited to, the Peso Revenues Account pursuant to this clause (a), the Borrower shall deliver, or shall cause such Affiliate to deliver, such amount in the exact form received (with any necessary endorsement) to the Lender Trust Trustee together with instructions that any such amounts be deposited into, or credited to, the Peso Revenues Account. The Lender Trust Trustee shall have the right to receive all amounts payable to the Borrower required to be deposited in the Peso Revenues Account hereunder directly from the Persons paying the same. Any unidentified funds delivered to the Lender Trust Trustee for the account of the Borrower (and any funds delivered to the Lender Trust Trustee without accompanying instructions as to which Onshore Account such funds are to be deposited) shall (after any conversion thereof by the Lender Trust Trustee into Pesos based on the applicable Exchange Rate, to the extent such amounts are received by the Lender Trust Trustee in a currency other than Dollars) be deposited into the Peso Revenues Account for further application as provided herein, unless and until the Lender Trust Trustee receives further instructions with respect to such unidentified funds from the Borrower or the Administrative Agent as provided herein.

(b) Withdrawals. The Lender Trust Trustee shall transfer available funds on deposit in, or credited to, the Peso Revenues Account in accordance with Section 6.11 as provided in the Intercreditor Agreement or, until such time as the Intercreditor Agreement has been executed, as follows:

First, on each IVA Payment Date, to make a payment of the Certified IVA Payment then due as certified by the Borrower in writing;

Second, on each Funds Transfer Date, to pay all Peso- denominated Operating Costs then due and owing to the Persons specified in writing by the Borrower and, to the extent any Dollar denominated Operating Costs remains outstanding after giving effect to any payments of Dollar-denominated Operating Costs from the Offshore Revenues Account pursuant to priority Second of Section 6.07(b), to pay all such remaining Dollar-denominated Operating Costs;

Third, on any Business Day, ratably to (A) (i) the payment of any Secured Facility Obligations (other than Facility Debt Service or any amounts paid or to be paid under priority Sixth below) then due to any Secured Facility Party under any Loan Document (to the extent outstanding, after giving effect to any payments from the Offshore Revenues Account pursuant to priority Third of Section 6.07(b)), and

(ii) the Peso Withholding Account, an amount equal to the Required Withholding Tax Payment, if any, with respect to such amount, as specified in writing by the Borrower; (B) (i) the payment of any Additional Debt Obligations (if any) (other than Additional Debt Service or any amounts paid or to be paid under priority Sixth below) then due to any Additional Debt Secured Party (to the extent outstanding, after giving effect to any payments from the Offshore Revenues Account pursuant to priority Third of Section 6.07(b)), and (ii) the Peso Withholding Account, an amount equal to the Required Withholding Tax Payment, if any, with respect to such amount as specified in writing by the Borrower, and (C) (i) the payment of any Secured Obligations (other than Secured Facility Obligations and Additional Debt Obligations) then due to each Secured Party (other than the Secured Facility Party and the Additional Debt Secured Party) (to the extent outstanding, after giving effect to any payments from the Offshore Revenues Account pursuant to priority Third of Section 6.07(b)); and (ii) the Peso Withholding Account, an amount equal to the Required Withholding Tax Payment, if any, with respect to such amount, as specified in writing by the Borrower;

Fourth, on each Funds Transfer Date, ratably to (A) (i) the Facility Debt Service Accrual Account, an amount required to cause the balance thereof to be equal to the Required Debt Service Accrual Amount for such Funds Transfer Date in respect of the Secured Facility Obligations (after giving effect to any transfers from the Offshore Revenues Account to the Facility Debt Service Accrual Account pursuant to priority Fourth of Section 6.07(b)), and (ii) the Peso Withholding Account, an amount equal to the Required Withholding Tax Payment, if any, with respect to such amount, as specified in writing by the Borrower; and (B) (i) the Additional Debt Service Accrual Account, an amount required to cause the balance thereof to be equal to the Required Debt Service Accrual Amount for such Funds Transfer Date in respect of any Additional Debt Obligations (after giving effect to any transfers from the Offshore Revenues Account to the Additional Debt Service Accrual

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FIDUCIARIA, solely in its capacity as trustee under the CONTRATO DE FIDEICOMISO IRREVOCABLE DE ADMINISTRACIÓN Y PAGO REEXPRESADO NÚM. 80460, a fideicomiso

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