TO-T

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ntt07ZEwSR4KSQiNoi4iC5Kf5gFotcFdGWdVSsjslR76r/3LjPiwQkbf5JwTdih/ i6FZVNkhmZe2Pb/j0XD1Uw== 0000950123-07-007366.txt : 20070514 0000950123-07-007366.hdr.sgml : 20070514 20070514120336 ACCESSION NUMBER: 0000950123-07-007366 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 22 FILED AS OF DATE: 20070514 DATE AS OF CHANGE: 20070514 GROUP MEMBERS: AGRUPACION AEROPORTUARIA INTERNACIONAL I, S.A. DE C.V. GROUP MEMBERS: AGRUPACION AEROPORTUARIA INTERNACIONAL II, S.A. DE C.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEAST AIRPORT GROUP CENTRAL INDEX KEY: 0001123452 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: 1934 Act SEC FILE NUMBER: 005-60473 FILM NUMBER: 07844892 BUSINESS ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF BUSINESS PHONE: 011525552840400 MAIL ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEAST AIRPORT GROUP CENTRAL INDEX KEY: 0001123452 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60473 FILM NUMBER: 07844893 BUSINESS ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF BUSINESS PHONE: 011525552840400 MAIL ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pardo Fernando Chico CENTRAL INDEX KEY: 0001393869 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: BUSINESS PHONE: 525 55 2590229 MAIL ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A-3 STREET 2: BOSQUES DE LAS LOMAS CITY: MEXICO, D.F. STATE: O5 ZIP: CP 05120 SC TO-T 1 y35033sctovt.htm SCHEDULE TO TO-T

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1 to Schedule 13D)

Tender Offer Statement under Section 14(d)(1) or

13(e)(1) of the Securities Exchange Act of 1934

Grupo Aeroportuario del Sureste, S.A.B. de C.V.

(Southeast Airport Group)

(Name of Subject Company (issuer))

Agrupación Aeroportuaria Internacional II, S.A. de C.V.
Agrupación Aeroportuaria Internacional I, S.A. de C.V.
Fernando Chico Pardo

(Names of Filing Persons (Offeror))

Series B Shares and American Depositary Shares
(Each ADS Representing ten Series B Shares)

(Title of Class of Securities)

40051E202
(CUSIP Number of Class of Securities)

Fernando Chico Pardo
c/o Promecap, S.C.
Bosque de Alisos No. 47A-3, Bosques de las Lomas
CP 05120, Mexico, D.F., Mexico
+52 55 1105 0800

With a copy to:

Milbank, Tweed, Hadley & McCloy LLP

One Chase Manhattan Plaza

New York, New York 10005

(212) 530-5735

Attention: Roland Hlawaty

(Name, address, and telephone numbers of person authorized

to receive notices and communications on behalf of filing persons)

Calculation of Filing Fee


Transaction Valuation*			Amount of Filing Fee**
661,796,087.15			20,317.14


*		Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). The transaction value is calculated by multiplying (x) 127,950,001, which is the number of series B shares (“Series B Shares”) of Grupo Aeroportuario del Sureste, S.A.B. de C.V. (“Asur”) (including Series B Shares represented by American Depositary Shares (“ADSs”)) subject to the U.S. tender offer, by (y) the tender offer price of Mexican pesos 56.00 in cash for each Series B Share, converted into U.S. dollars based on the “Tipo de cambio para solventar obligaciones denominadas en moneda extranjera pagaderas en la República Mexicana” exchange rate between Mexican pesos and U.S. dollars of Ps. $10.8269 to U.S. $1.00 reported by Banco de México on May 9, 2007.

**		The amount of the filing fee is calculated in accordance with Rule 0-11(d) of the Securities Exchange Act and the Fee Rate Advisory #6 for Fiscal Year 2007 issued by the U.S. Securities and Exchange Commission on February 15, 2007, and is derived by multiplying the transaction valuation by 0.00003070.


o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form or Registration No.:

Filing Party:

Date Filed:


o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:


	þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

þ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Schedule TO is being filed in connection with a tender offer in the United States (the “U.S. Offer”) by Agrupación Aeroportuaria Internacional II, S.A. de C.V., a sociedad anónima de capital variable formed under the laws of the United Mexican States (“Purchaser”) to purchase an aggregate of 127,950,001 of the outstanding Series B Shares, including by purchase of ADSs, each ADS representing 10 Series B Shares, at the U.S. dollar equivalent of Ps. 560.00 per ADS held by all ADS holders and at the U.S. dollar equivalent of Ps. 56.00 per Series B Share for Series B Shares held by persons who are not Mexican residents, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase, dated May 14, 2007, and the related ADS Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

Simultaneously with the U.S. Offer, Purchaser is offering in Mexico to purchase 127,950,001 of the outstanding Series B Shares of Asur for the same price and on substantially the same terms as the Series B Shares and ADSs in the U.S. Offer (the “Mexican Offer”, and collectively with the U.S. Offer, the “Offers”). In the aggregate, Purchaser is offering to purchase no more than 127,950,001 Series B Shares (including by purchase of ADSs, each ADS representing 10 Series B Shares) in the Offers.

Items 1 through 11.

As permitted by General Instruction F to Schedule TO, the information set forth in the entire U.S. Offer to Purchase (including the exhibits and annexes attached thereto), is incorporated by reference into this Schedule TO.


Item 12.	*Exhibits.*


	(a)(1)(i)			U.S. Offer to Purchase, dated May 14, 2007.
	(a)(1)(ii)			Form of ADS Letter of Transmittal.
	(a)(2)			Not applicable.
	(a)(3)			Not applicable.
	(a)(4)			Not applicable.
	(a)(5)(i)			Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(5)(ii)			Form of Letter to Clients.
	(a)(5)(iii)			Notice of Guaranteed Delivery.
	(a)(5)(iv)			Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
	(a)(5)(v)			Advertisement, dated May 14, 2007, published in The Wall Street Journal.
	(b)			Acquisition Facility Commitment Letter, dated as of May 10, 2007 by and among Fernando Chico Pardo and Citigroup Global Markets Inc.
	(d)(i)			De-Merger Letter Agreement, dated as of March 29, 2007, by and among Fernando Chico Pardo and Copenhagen Airports A/S*.
	(g)			Not applicable.
	(h)			Not applicable.


*		Incorporated by reference to the Schedule 13D filed with the Securities and Exchange Commission by Mr. Fernando Chico Pardo on April 9, 2007.


Item 13.	*Information Required by Schedule 13E — 3.*

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

Date: May 14, 2007

FERNANDO CHICO PARDO

/s/ Fernando Chico Pardo

AGRUPACIÓN AEROPORTUARIA
INTERNACIONAL II, S.A. DE C.V


	By:	/s/ Fernando Chico Pardo

Name: Fernando Chico Pardo
Title: Attorney in fact

AGRUPACIÓN AEROPORTUARIA
INTERNACIONAL I, S.A. DE C.V


	By:	/s/ Fernando Chico Pardo

Name: Fernando Chico Pardo
Title: Attorney in fact

INDEX TO EXHIBITS


Exhibit No.		Description

	(a)(1)(i)	U.S. Offer to Purchase, dated May 14, 2007.
	(a)(1)(ii)	Form of ADS Letter of Transmittal.
	(a)(2)	Not applicable.
	(a)(3)	Not applicable.
	(a)(4)	Not applicable.
	(a)(5)(i)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(5)(ii)	Form of Letter to Clients.
	(a)(5)(iii)	Notice of Guaranteed Delivery.
	(a)(5)(iv)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
	(a)(5)(v)	Advertisement, dated May 14, 2007, published in The Wall Street Journal.
	(b)	Acquisition Facility Commitment Letter, dated as of May 10, 2007 by and among Fernando Chico Pardo and Citigroup Global Markets Inc.
	(d)(i)	De-Merger Letter Agreement, dated as of March 29, 2007, by and among Fernando Chico Pardo and Copenhagen Airports A/S.*
	(g)	Not applicable.
	(h)	Not applicable.


*		Incorporated by reference to the Schedule 13D filed with the Securities and Exchange Commission by Mr. Fernando Chico Pardo on April 9, 2007.

EX-99.A.1.I 2 y35033exv99waw1wi.htm EX-99.A.1.I: U.S. OFFER TO PURCHASE EX-99.A.1.I

U.S. Offer to Purchase for Cash
An Aggregate of 127,950,001 Series B Shares, including American Depositary Shares (each ADS representing ten Series B Shares)
of
GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V.
(SOUTHEAST AIRPORT GROUP)
at the U.S. Dollar Equivalent of
Mexican Pesos 56.00 Per Series B Share
and
Mexican Pesos 560.00 Per American Depositary Share
by
Agrupación Aeroportuaria Internacional II, S.A. de C.V.

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:30 A.M., NEW YORK CITY TIME (8:30 A.M., MEXICO CITY TIME) ON JUNE 12, 2007 UNLESS THE U.S. OFFER IS EXTENDED.

Agrupación Aeroportuaria Internacional II, S.A. de C.V., a sociedad anónima de capital variable (“Purchaser”) organized and existing under the laws of the United Mexican States (“Mexico”) and a subsidiary of Agrupación Aeroportuaria Internacional I, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (“AAI-1”), which was formed by Mr. Fernando Chico Pardo (“Mr. Chico”), an individual and citizen of Mexico, is offering in the United States (the “U.S. Offer”) to purchase for cash, together with a parallel offer taking place in Mexico (described below), an aggregate of 127,950,001 of the outstanding series B shares (“Series B Shares”), including by purchase of American Depositary Shares, each representing 10 Series B Shares (“ADSs” and collectively with the Series B Shares, the “Securities”), of Grupo Aeroportuario del Sureste, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized and existing under the laws of Mexico (“Asur”). References to “we” and “our” in this U.S. Offer to Purchase (“Offer to Purchase”) refer collectively to Purchaser and AAI-1. As reported in Asur’s annual report on Form 20-F for the year ended December 31, 2005, filed with the Securities and Exchange Commission on June 29, 2006 (“Asur’s Annual Report”), Asur has 255,000,000 Series B Shares (including the Series B Shares underlying the ADSs) and 45,000,000 series BB shares (“Series BB Shares”) outstanding. Simultaneously with the U.S. Offer, Purchaser is offering in Mexico to purchase 127,950,001 of the outstanding Series B Shares of Asur for the same price and on substantially the same terms as the Securities in the U.S. Offer (the “Mexican Offer”, and collectively with the U.S. Offer, the “Offers”). Mr. Chico (through Series B Shares and ADSs) owns approximately 2.9% of the outstanding Series B Shares. Mr. Chico intends to tender, subject to the proration rules (described below), all of his Securities pursuant to the Offers. In the aggregate, Purchaser is offering to purchase no more than 127,950,001 Series B Shares (including by purchase of ADSs, each ADS representing 10 Series B Shares) in the Offers, including any Securities tendered by Mr. Chico. If valid tenders of Securities are received in the Offers exceeding 127,950,001 of the Series B Shares (including the Series B Shares underlying the ADSs), proration rules will apply in the Offers as set forth in “THE U.S. OFFER — Acceptance for Payment” of this Offer to Purchase. The Series B Shares (including Series B Shares underlying the ADSs) sought in the Offers represent approximately 42.65% of the total issued and outstanding capital stock of Asur and will represent approximately 46.18% of the Series B Shares (including Series B Shares underlying the ADSs) after giving effect to the Offers and the Conversion (described below). In addition, after expiration of the Offers, provided that none of the Offer Conditions (described below) shall have occurred and be continuing or if so, such Offer Conditions shall have been waived, Mr. Chico expects to acquire an additional 7.35% of the outstanding capital stock of Asur through a

corporate reorganization of Inversiones y Técnicas Aeroportuarias, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (“ITA”), of which Mr. Chico owns 51%.

The U.S. Offer is open to all holders of ADSs, including Mexican resident holders, and all holders of Series B Shares who are not Mexican resident holders. All non-Mexican resident holders of Series B Shares may tender their Series B Shares into either the U.S. Offer or the Mexican Offer but not both. Mexican resident holders of Series B Shares may only tender their Series B Shares into the Mexican Offer.

Notwithstanding any provision of the U.S. Offer, we will not be required to accept any Securities for payment, or pay for any Securities, that have been tendered pursuant to the U.S. Offer, if any of the conditions to the U.S. Offer set forth in this Offer to Purchase in the section “THE U.S. OFFER — Certain Conditions to the U.S. Offer” (collectively, the “Offer Conditions”) shall have occurred and be continuing (and shall not have been waived) as of the Expiration Date (defined below), including, but not limited to, the following: (i) AAI-1 shall have failed to receive proceeds under the Debt Financing (defined below) contemplated by its binding debt commitment from a bank syndicate arranged by Citigroup Global Markets Inc. (“Citigroup”) that, in addition to pre-equity capital to be provided to AAI-1 by Mr. Chico, is sufficient to provide the cash consideration for the Offers; (ii) Purchaser shall not have received in the Offers valid and not withdrawn tenders for Series B Shares (including the Series B Shares underlying the ADSs), in the aggregate, at least equal to 127,950,001 Series B Shares (including Series B Shares underlying the ADSs); or (iii) Asur or Purchaser shall not have obtained any waiver, consent, extension, approval, action or non-action from any governmental, public, judicial, legislative or regulatory authority or agency or other party which is necessary to consummate the Offers and the other transactions contemplated by Purchaser, AAI-1 and Mr. Chico.

We understand that on May 11, 2007, Asur’s board of directors reviewed the terms of the U.S. Offer and Mexican Offer and, in accordance with Mexican law and Asur’s bylaws, approved the consummation of the Offers (subject to the conditions contained therein). In accordance with Mexican law, the board of directors of Asur has rendered an opinion as to the fairness of the price to be paid to tendering holders in the Offers and has found such price to be fair. In addition, pursuant to Rule 14e-2 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), Asur, within 10 U.S. business days of the commencement date of the U.S. Offer, is required to provide the holders of Securities with a statement of its position with respect to the U.S. Offer.

NO DEALER OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS WITH RESPECT TO THE U.S. OFFER, OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE (INCLUDING THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE). IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PURCHASER.

THE U.S. OFFER DOES NOT CONSTITUTE AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES OF ASUR TO ANY PERSON IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.

THE U.S. OFFER HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, COMMONLY KNOWN AS THE “SEC”, OR ANY SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES, OR THE COMISION NACIONAL BANCARIA Y DE VALORES OF MEXICO, COMMONLY KNOWN AS THE “CNBV”, OR THE SECURITIES REGULATORY AUTHORITIES OF ANY OTHER JURISDICTION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION, OR THE SECURITIES REGULATORY AUTHORITIES OF ANY OTHER JURISDICTION PASSED UPON THE FAIRNESS OR MERITS OF THE U.S. OFFER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

For assistance in connection with the U.S. Offer, please contact Georgeson, Inc. (the “Information Agent”) at its address and telephone number set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase and the related ADS Letter of Transmittal (the “ADS Letter of Transmittal”), Share Form of Acceptance (the “Acceptance Letter”) and Notice of Guaranteed Delivery (the “Notice of

Guaranteed Delivery”) may be obtained from the Information Agent, or brokers, dealers, commercial banks or trust companies acting as your nominees.

The Dealer Manager is:

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629

U.S.: (800) 318-8219

International: (212) 538-4581

The Exclusive Financial Advisors are:



Promecap, S.C.		Credit Suisse Securities (USA) LLC

The date of this Offer to Purchase is May 14, 2007.

iii

IMPORTANT INFORMATION

Tenders by Holders of Series B Shares. If you hold Series B Shares and you desire to tender all or any portion of your Series B Shares in the U.S. Offer, you must do so by book-entry transfer as described in this Offer to Purchase. If you hold Series B Shares in certificated form you should promptly contact a broker, dealer, bank, trust company, financial institution or other nominee who is a participant in the book-entry transfer system of S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., commonly known as “Indeval”, a privately-owned central securities depositary that acts as clearing house, depositary, custodian, settlement, transfer and registration institution for the Bolsa Mexicana de Valores, S.A. de C.V. (the “Mexican Stock Exchange”), and arrange for the holding by such nominee of the Series B Shares on your behalf in book-entry form. In order for a book-entry transfer to constitute a valid tender of your Series B Shares in the U.S. Offer, the Series B Shares must be tendered by your nominee who is an Indeval participant into the Indeval account of BBVA Bancomer, S.A. (“Bancomer”) for the account of The Bank of New York (the “U.S. Receiving Agent”) (Reference: The Bank of New York — Asur Share Tender Account #4001595-0). The U.S. Receiving Agent must receive a properly completed and duly executed Acceptance Letter from the Indeval participant who tendered your Series B Shares into its account prior to the date and time on which the U.S. Offer actually expires (the “Expiration Date”). For more information see “THE U.S. OFFER — Procedure for Tendering in the U.S. Offer — Holders of Series B Shares”.

Tenders by Holders of ADSs. If you hold ADSs and you desire to tender all or any portion of the ADSs you hold, you should either (a) complete and sign the ADS Letter of Transmittal or a copy thereof in accordance with the instructions contained in the ADS Letter of Transmittal and mail or deliver the ADS Letter of Transmittal, with original signatures, together with the American Depositary Receipts (the “ADRs”) evidencing tendered ADSs and all other required documents to the U.S. Receiving Agent or tender such ADSs pursuant to the procedure for book-entry transfer set forth under the caption “THE U.S. OFFER — Procedure for Tendering in the U.S. Offer — Holders of ADSs”, or (b) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If you have ADSs registered in the name of a broker, dealer, commercial bank, trust company or other nominee you must contact such person if you desire to tender such ADSs. If you desire to tender ADSs, and the ADRs evidencing such ADSs are not immediately available and you cannot deliver such ADRs and all other required documents to the U.S. Receiving Agent by the Expiration Date or you cannot comply with the procedures for book-entry transfer on a timely basis, you may tender such ADSs pursuant to the guaranteed delivery procedure set forth under the caption “THE U.S. OFFER — Procedure for Tendering in the U.S. Offer — Holders of ADSs”.

Settlement of U.S. Offer Price. The cash consideration for the Securities accepted for payment pursuant to the U.S. Offer will be converted by the Purchaser, through a conversion agent (the “Conversion Agent”), from Mexican pesos into U.S. dollars using the following formula:


		Share Price Share Quantity*
USD	=	USD/MXNRate

Where:

“Share Price” is the consideration for each Series B Share or ADS (MXP $56.00 per Series B Share and MXP $560.00 per ADS, respectively);

“Share Quantity” is the number of Series B Shares or ADSs you tender into the U.S. Offer;

“USD/MXN Rate” is the U.S. dollar/Mexican peso “ask” rate plus a 0.0050 spread (the “Spread”) published by WMR/Bloomberg, function <WMCO>, at 11:00 a.m. New York City time two days prior to the settlement date of the U.S. Offer (the “Applicable Exchange Rate”).

The Conversion Agent will remit the so converted U.S. dollar purchase price to the U.S. Receiving Agent. The U.S. Receiving Agent will remit the U.S. dollar purchase price to holders of Securities who tendered into the U.S. Offer. You will bear all exchange rate risks and costs. In effect, you will pay to the Conversion Agent a conversion fee equivalent to the Spread for the Series B Shares and ADSs that you tender into the U.S. Offer and is accepted for payment. Neither we nor the Conversion Agent are responsible for the Conversion Agent

in fact being able to convert the Mexican pesos it received for U.S. dollars as a result of exchange controls or otherwise, or for the exchange rate at which such conversion ultimately occurs. If you hold Series B Shares and wish to receive Mexican pesos for your Series B Shares instead of U.S. dollars, you should tender your Series B Shares in the Mexican Offer. See Annex II to this Offer to Purchase for a description of the procedures for participating in the Mexican Offer.

The term “U.S. business day” as used in this Offer to Purchase means any day other than Saturday, Sunday or a U.S. federal holiday consisting of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

The term “Mexican business day” means any day other than Saturday, Sunday or a legal holiday in Mexico, consisting of the time period from 12:01 a.m. through 12:00 midnight, Mexico City time.

FOREIGN CURRENCY

In this document, references to “United States dollars”, “U.S. dollars”, “U.S. $”, “$” or “dollars” are to U.S. currency and references to “Mexican pesos”, “pesos”, “MXP $” or “Ps. $” are to Mexican currency. Solely for the convenience of the reader, certain peso amounts have been translated into dollars at specified rates. These translations should not be construed as representations that the Mexican peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated or at any other rate. On May 10, 2007, the last practicable trading day prior to printing this Offer to Purchase, the “Tipo de cambio para solventar obligaciones denominadas en moneda extranjera pagaderas en la República Mexicana” exchange rate between Mexican pesos and U.S. dollars reported by Banco de México (the “Quoted Exchange Rate”) for the exchange of Mexican pesos and U.S. dollars was Ps. $10.8178 to U.S. $1.00.

FORWARD LOOKING STATEMENTS

This Offer to Purchase contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements made in this Offer to Purchase are subject to risks and uncertainties. Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as “believes”, “plans”, “anticipates”, “estimates”, “expects”, “intends”, “seeks” or similar expressions. In addition, any statements we may provide concerning future financial performance, ongoing business strategies or prospects, and possible future actions, including with respect to our strategy following completion of the Offers and our plans with respect to Asur, are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties and assumptions about Asur, economic and market factors and the industry in which Asur does business, among other things. You should not place undue reliance on forward-looking statements, which are based on current expectations, since, while Purchaser believes the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove accurate. This cautionary statement is applicable to all forward-looking statements contained in this Offer to Purchase and the material accompanying this Offer to Purchase. These statements are not guarantees of future performance. All forward-looking statements included in this Offer to Purchase are made as of the date on the front cover of this Offer to Purchase and, unless otherwise required by applicable law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors.

TABLE OF CONTENTS


IMPORTANT INFORMATION			iv
FOREIGN CURRENCY			v
FORWARD LOOKING STATEMENTS			v
TABLE OF CONTENTS			vi
SUMMARY TERM SHEET			1
THE U.S. OFFER			11
Terms of the U.S. Offer; Expiration Date			11
Certain Conditions to the U.S. Offer			12
Acceptance for Payment			13
Procedure for Tendering in the U.S. Offer — Holders of Series B Shares			15
Procedure for Tendering in the U.S. Offer — Holders of ADSs			16
Withdrawal Rights			18
Representations and Warranties of Tendering Security Holders			19
Extension of Tender Period and Amendments			20
SOURCE AND AMOUNT OF FUNDS			20
OUR PLANS FOR ASUR			22
EFFECTS OF THE OFFERS ON THE MARKET FOR THE SHARES; EXCHANGE ACT REGISTRATION			27
CERTAIN TAX CONSIDERATIONS			28
DEALER MANAGER, INFORMATION AGENT, U.S. RECEIVING AGENT AND OTHER EXPENSES			33
CERTAIN LEGAL MATTERS; REGULATORY APPROVALS			33
INFORMATION REGARDING ASUR			34
INFORMATION REGARDING PURCHASER, AAI-1 AND MR. CHICO			38
BACKGROUND OF THE OFFERS; PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS			40
MISCELLANEOUS			41
ANNEX I — INFORMATION CONCERNING MR. CHICO AND THE DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER AND AAI-1			42
ANNEX II — PROCEDURES FOR TENDERING INTO THE MEXICAN OFFER			43

SUMMARY TERM SHEET

In the U.S. Offer, Purchaser is offering to purchase 127,950,001 of the outstanding Series B Shares, including by purchase of ADSs (each ADS representing ten Series B Shares),


	•	at the U.S. dollar equivalent of Ps. $560.00 per ADS for ADSs tendered by all holders, and

	•	at the U.S. dollar equivalent of Ps. $56.00 per Series B Share for Series B Shares tendered by persons who are not Mexican residents,

in each case in cash, less any withholding taxes, if applicable, and without interest thereon.

We reserve the right to adjust the amount paid for the Securities tendered in the U.S. Offer for any dividends paid or having a record date during the duration of the U.S. Offer, in which event the U.S. Offer will be extended as required by applicable laws and regulations. We also reserve the right to extend the time for which the U.S. Offer will remain open for any such adjustment. Simultaneously with the U.S. Offer, through the Mexican Offer, Purchaser is offering to purchase an aggregate of 127,950,001 of the outstanding Series B Shares. In the aggregate, Purchaser is offering to purchase no more than 127,950,001 Series B Shares (including by purchase of ADSs, each ADS representing 10 Series B Shares) in the Offers, including any Securities tendered by Mr. Chico. The Series B Shares (including Series B Shares underlying the ADSs) sought in the Offers represent approximately 42.65% of the total issued and outstanding capital stock of Asur and will represent approximately 46.18% of the Series B Shares (including Series B Shares underlying the ADSs) after giving effect to the Offers and the Conversion (described below). In addition, after expiration of the Offers, provided that none of the conditions of the Offers shall have occurred and be continuing or if so, such Offer Conditions shall have been waived, Mr. Chico expects to acquire an additional 7.35% of the outstanding capital stock of Asur through a corporate Reorganization of ITA (defined and described below), of which Mr. Chico owns 51%.

The following are some of the questions you, as a holder of ADSs or a non-Mexican resident holder of Series B Shares, may have and answers to those questions. We urge you to carefully read the remainder of this Offer to Purchase and the accompanying ADS Letter of Transmittal, Acceptance Letter, and Notice of Guaranteed Delivery because information in this summary is not complete and additional important information is contained in the remainder of this Offer to Purchase and the ADS Letter of Transmittal.

Who is offering to buy my Securities?

Agrupación Aeroportuaria Internacional II, S.A. de C.V. (referred to in this Offer to Purchase as “Purchaser”) is offering to buy the Securities. Purchaser is a Mexican corporation (sociedad anónima de capital variable) formed to serve as an acquisition vehicle for AAI-1 for the purpose of making the Offers, with no current operations other than those incidental to the commencement of the Offers. Purchaser’s address is Bosque de Alisos 47A-3, Bosques de las Lomas, CP 05120, Mexico D.F., Mexico and its telephone number at such office is: +52 55 1105 0800. All of Purchaser’s issued and outstanding capital stock, except for one share, is owned by AAI-1. AAI-1 is a Mexican corporation (sociedad anónima de capital variable) formed by Mr. Chico for the purposes of forming Purchaser and consummating a certain corporate Reorganization of ITA (as defined and described below). AAI-1’s address is Bosque de Alisos 47A-3, Bosques de las Lomas, CP 05120, Mexico D.F., Mexico and its telephone number at such address is +52 55 1105 0800. All of AAI-1’s issued and outstanding shares, except for one share, are owned by Mr. Chico. Mr. Chico’s business address is c/o Promecap, S.C., Bosque de Alisos No. 47A-3, Bosques de las Lomas, CP 05120, Mexico, D.F., Mexico and his business telephone at such office is: +52 55 1105 0800. Mr. Chico is a citizen of Mexico. Mr. Chico is also the Chairman of the board of directors of Asur and currently serves as the Chief Executive Officer (“CEO” or Director General) of Asur.

What are the classes and amounts of Securities sought in the Offers?

The capital stock of Asur is variable and consists of two portions, a fixed portion and a variable portion. Both portions of the capital stock are divided into two series of shares, Series B Shares and Series BB Shares. Series B Shares are registered in Mexico. Asur also has American Depositary Shares, or ADSs, which are

publicly traded and listed on the New York Stock Exchange (“NYSE”). Each ADS represents 10 Series B Shares. Both Series B Shares and ADSs are registered in the United States. As reported in Asur’s Annual Report, Asur has 255,000,000 Series B Shares (including the Series B Shares underlying the ADSs) and 45,000,000 Series BB Shares outstanding.

In the U.S. Offer, we are offering to purchase 127,950,001 of the outstanding Series B Shares (including Series B Shares represented by ADSs). The Series B Shares (including Series B Shares underlying the ADSs) sought in the Offers represent approximately 42.65% of the total issued and outstanding capital stock of Asur and will represent approximately 46.18% of the Series B Shares (including Series B Shares underlying the ADSs) after giving effect to the Offers and the Conversion (described below). In addition, after expiration of the Offers, provided that none of the Offer Conditions shall have occurred and be continuing or if so, such Offer Conditions shall have been waived, Mr. Chico expects to acquire an additional 7.35% of the outstanding capital stock of Asur through a corporate Reorganization of ITA (defined and described below), of which Mr. Chico owns 51%. Simultaneously with the commencement of the U.S. Offer, through the Mexican Offer, Purchaser is offering to purchase an aggregate of 127,950,001 of the outstanding Series B Shares of Asur in Mexico. In the aggregate, Purchaser is offering to purchase no more than 127,950,001 Series B Shares (including by purchase of ADSs, each ADS representing 10 Series B Shares) in the Offers, including any Securities tendered by Mr. Chico. The U.S. Offer and the Mexican Offer will close simultaneously on the same day. All holders of ADSs, including Mexican resident holders, may only tender their ADSs into the U.S. Offer. All non-Mexican resident holders may tender their Series B Shares in the U.S. Offer or the Mexican Offer but not both. However, Mexican resident holders may only tender their Series B Shares into the Mexican Offer. For more information, please see “THE U.S. OFFER — Terms of the U.S. Offer; Expiration Date”.

How much is Purchaser offering to pay for my Securities and what is the form of payment?

In the U.S. Offer we are offering to pay (1) each Series B Share holder the U.S. dollar equivalent of Ps. $56.00 per Series B Share tendered by persons who are not Mexican residents and (2) each ADS holder the U.S. dollar equivalent of Ps. $560.00 per ADS tendered by any ADS holder, in each case, in cash, less any withholding taxes, if applicable, and without interest thereon.

The purchase price for the Securities accepted for payment pursuant to the U.S. Offer will be paid in U.S. dollars equivalent to the applicable Mexican peso price based on the Applicable Exchange Rate.

Do I have to pay brokerage fees if I choose to tender my Securities?

If you are the record owner of ADSs subject to the U.S. Offer and you tender your ADSs in the U.S. Offer, you will not have to pay brokerage fees or similar expenses. If you own your Series B Shares or ADSs through a broker or other nominee, and your broker tenders your Series B Shares or ADSs on your behalf, your broker or nominee may charge you a fee for doing so. If you are the record owner of Series B Shares, you must tender by book-entry delivery through an Indeval participant. You should consult your broker or nominee to determine whether any charges will apply. For more information, see “THE U.S. OFFER — Terms of the U.S. Offer; Expiration Date”.

Is the offering price above or below the recent market price of the Securities?

The offering price represents a premium of 14.6% above the one month volume weighted average price of the ADSs and 15.0% above the one month volume weighted average price of the Series B Shares as of the last trading day before we announced our intention to commence the U.S. Offer to the board of directors of Asur, a premium of 12.4% above the closing price of the ADSs and 12.9% above the closing price of the Series B Shares as of the last trading day before we announced our intention to commence the U.S. Offer to

the board of directors of Asur, and a premium of 5.3% above the market price of the ADSs on May 10, 2007 and 4.9% above the market price of the Series B Shares on May 10, 2007.

On March 28, 2007, the last trading day before we announced our intention to commence the U.S. Offer to the board of directors of Asur, the closing price of ADSs reported on the NYSE was U.S. $44.98, or Ps. $498.44, per ADS, using the Quoted Exchange Rate of Ps. $11.0813 per U.S. $1.00 on March 28, 2007. On May 10, 2007, the last practicable trading day prior to printing this Offer to Purchase, the closing price of ADSs reported on the NYSE was U.S. $49.15, or Ps. $531.69, per ADS, using the Quoted Exchange Rate of Ps. $10.8178 to U.S. $1.00 on May 10, 2007.

On March 28, 2007, the last trading day before we announced our intention to commence the U.S. Offer to the board of directors of Asur, the closing price of the Series B Shares reported on the Mexican Stock Exchange was Ps. $49.61, or U.S. $4.48, per Series B Share, using the Quoted Exchange Rate of Ps. $11.0813 to U.S. $1.00 on March 28, 2007. On May 10, 2007, the last practicable trading day prior to printing this Offer to Purchase, the closing price of the Series B Shares reported on the Mexican Stock Exchange was Ps. $53.36, or U.S. $4.93, per Series B Share, using the Quoted Exchange Rate of Ps. $10.8178 to U.S. $1.00 on May 10, 2007.

Purchaser is offering to pay the U.S. dollar equivalent of Ps. $560.00 per ADS and the U.S. dollar equivalent of Ps. $56.00 per Series B Share, in each case, in cash, less any withholding taxes, if applicable, and without interest thereon, which as of May 10, 2007 was equal to approximately U.S. $51.77 per ADS and approximately U.S. $5.18 per Series B Share using the Quoted Exchange Rate of Ps. $10.8178 to U.S. $1.00 on May 10, 2007.

Purchaser encourages you to obtain a recent quotation for the Securities of Asur in deciding whether to tender your Securities. For recent trading prices of the Securities, see “INFORMATION REGARDING ASUR”.

How will payment be made for the Securities I tender?

The purchase price for the Securities accepted for payment pursuant to the U.S. Offer will be the U.S. dollar equivalent of Ps. $56.00 per Series B Share and the U.S. dollar equivalent of Ps. $560.00 per ADS, based on the Applicable Exchange Rate. The purchase price for the Series B Shares tendered in the Mexican Offer will be Ps. $56.00 and will be paid in Mexican pesos. If the Mexican Offer is amended to increase or decrease the price offered for the Series B Shares, we will make a corresponding amendment to increase or decrease the price offered for the Securities in the U.S. Offer.

For purposes of the U.S. Offer, we will be deemed to have accepted for payment tendered Securities when and if we give written notice to the U.S. Receiving Agent of our acceptance of the tenders of such Securities. Payment for Securities accepted for payment pursuant to the U.S. Offer will be made from funds made available to the U.S. Receiving Agent, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. Payment for ADSs tendered by book-entry transfer will be made by crediting the account of the nominee holding the ADSs on your behalf with The Depository Trust Company, commonly known as “DTC”. Payments for certificated ADSs and Series B Shares will be made by check to the tendering ADS holder and, in the case of the Series B Shares, to the Indeval participant. In all cases, payment for Securities accepted for payment pursuant to the U.S. Offer will be made only after timely receipt by the U.S. Receiving Agent of all the documents required to effect a tender, duly signed and executed by you or your nominee. For more information regarding acceptance of tendered Securities for payment, see “THE U.S. OFFER — Acceptance for Payment”.

Does Purchaser have the financial resources to make payment?

Yes. Purchaser has obtained a pre-funded equity commitment from AAI-1 to provide a total of MXP $7,165,200,056 (the “Purchaser Pre-Funded Equity”). AAI-1 has obtained debt financing commitments from a bank syndicate arranged by Citigroup to provide, subject to certain conditions, a senior secured multi-currency acquisition facility of MXP $5,667,000,000 (the “Debt Financing”). The Debt Financing will be

subject to certain conditions specific to the Offers, as well as customary conditions with respect to the draw down. AAI-1 has also obtained a pre-equity funding commitment from Mr. Chico to provide a total of MXP $1,498,200,056 (the “AAI-1 Pre-Funded Equity”). Purchaser has arranged for sufficient funds to complete the Offers through the Purchaser Pre-Funded Equity (which, in turn is to be provided through the Debt Financing and the AAI-1 Pre-Funded Equity). The Offers are contingent on AAI-1 having received proceeds from the Debt Financing that, together with the AAI-1 Pre-Funded Equity, is sufficient to provide the cash consideration to complete the Offers. The total value of the consideration required to purchase the 127,950,001 Securities sought in the Offers is estimated to be approximately MXP $7,165,200,056. For additional details on the Debt Financing, Purchaser Pre-Funded Equity and AAI-1 Pre-Funded Equity, see “SOURCE AND AMOUNT OF FUNDS”.

When will I be paid for the Securities I tender?

Purchaser expects to pay for the Securities tendered into the U.S. Offer as promptly as practicable after the Expiration Date if none of the Offer Conditions shall have occurred and be continuing or if so, such Offer Conditions shall have been waived, on or prior to the Expiration Date. We expressly reserve the right, in our sole discretion, to delay acceptance for payment of, or payment for, Securities in order to comply, in whole or in part, with any applicable law. Any such delays will be effected in compliance with the rules promulgated under the Exchange Act, which obligate a bidder to pay for or return tendered securities promptly after termination or withdrawal of such bidder’s offer.

However, if proration of tendered shares is required, we do not expect to announce the final results of proration until three NYSE trading days after the Expiration Date and pay for any Securities tendered until six NYSE trading days after the Expiration Date. This is because we will not know the precise number of Securities properly tendered until all supporting documentation for those tenders are reviewed and guaranteed deliveries are made. Preliminary results of proration will be announced by press release as promptly as practicable. Holders of Securities may obtain this preliminary information from the Information Agent at its telephone number set forth on the back cover of this Offer to Purchase.

Does Purchaser, AAI-1 or Mr. Chico currently own any amount of Asur’s securities?

Purchaser and AAI-1 do not own any of Asur’s securities. Mr. Chico (through Series B Shares and ADSs) owns 7,500,010 Series B Shares, representing approximately 2.9% of the outstanding Series B Shares (including Series B Shares underlying the ADSs) of Asur, or 2.5% of Asur’s total outstanding capital stock. In addition, Mr. Chico is the indirect owner of 7.65% of the outstanding capital stock of Asur through his ownership of 51% of the outstanding capital stock of ITA, which owns 45,000,000 Series BB Shares through a trust, which Series BB Shares represent 15% of Asur’s total outstanding capital stock. Asur’s bylaws also provide ITA with certain veto rights with respect to certain corporate actions provided that ITA continues to own Series BB Shares representing at least 7.65% of Asur’s capital stock. Mr. Chico intends to tender all of his Securities into the Offers and will be subject to proration if more than 127,950,001 of the outstanding Series B Shares (including Series B Shares underlying the ADSs) are validly tendered into the Offers.

Why is there a separate Mexican Offer?

Asur is a publicly traded limited liability corporation with variable stock (sociedad anónima bursátil de capital variable) organized under the laws of Mexico. Asur’s Series B Shares are registered in Mexico and its Series B Shares and ADSs are registered in the United States. The Series B Shares trade in Mexico on the Mexican Stock Exchange and the ADSs trade in the United States on the NYSE. This transaction to purchase Asur’s securities is governed by the rules and regulations of the CNBV and subject to Mexico’s General Rules Applicable to Disclosable Stock Acquisitions and Public Tender Offers and Issuers of Securities and Other Participants in the Stock Exchange, as amended, which require that a tender offer for shares of a company be made in compliance with prescribed Mexican tender offer procedures. Asur also has securities registered in the U.S. and, therefore, such a tender offer also must comply with certain U.S. requirements. Accordingly, under these circumstances we are required to make separate offers, one in the United States and one in Mexico.

The terms and conditions of the Offers are the same in all material respects. We do not believe there are any material advantages or disadvantages to tendering Series B Shares in the Mexican Offer compared to tendering in the U.S. Offer.

What is the purpose of the Offers?

The purpose of the Offers, along with the subsequent Reorganization of ITA (as defined and described below), is for Mr. Chico to increase and consolidate his direct holdings of Asur in a tax efficient way, while maintaining a public market for the Securities. See “OUR PLANS FOR ASUR”.

Who can participate in the U.S. Offer?

All holders of ADSs, including Mexican resident holders, may tender their ADSs in the U.S. Offer only. Holders of Series B Shares who are not Mexican residents may tender their Series B Shares into either the U.S. Offer or the Mexican Offer but not both. Mexican residents may tender their Series B Shares into the Mexican Offer only. For more information, see “THE U.S. OFFER — Terms of the U.S. Offer; Expiration Date”.

Who can participate in the Mexican Offer?

All holders may tender their Series B Shares in the Mexican Offer. Holders of Series B Shares who are Mexican residents may tender their Series B Shares in the Mexican Offer only. Holders of Series B Shares who are not Mexican residents may tender their Series B Shares into both the U.S. Offer and the Mexican Offer but not both. For more information, see “THE U.S. OFFER — Terms of the U.S. Offer; Expiration Date”.

If you hold Series B Shares and you wish to participate in the Mexican Offer rather than in the U.S. Offer, you should follow the instructions regarding the procedures for tendering your Series B Shares into the Mexican Offer as set forth in the Mexican Offer, a description of which is enclosed as Annex II to this Offer to Purchase.

What happens if I hold ADSs and I want to participate in the Mexican Offer?

Holders of ADSs cannot tender ADSs directly in the Mexican Offer. If you hold ADSs and you wish to participate in the Mexican Offer, you should contact The Bank of New York, the depositary for the ADSs, at 101 Barclay Street, New York, NY 10286, telephone number 212-815-2231, in order to surrender your ADSs for delivery of Series B Shares, which may be tendered directly in the Mexican Offer. You will have to pay a fee of up to U.S. $0.05 for each ADS surrendered. For more information, please see “THE U.S. OFFER — Terms of the U.S. Offer; Expiration Date”.

I hold ADRs evidencing Asur’s ADSs. How do I participate in the U.S. Offer?

If you hold ADRs evidencing ADSs and wish to tender them in the U.S. Offer, you should complete and sign the ADS Letter of Transmittal and send it, together with your ADRs for the ADSs to be tendered, and any other required documents, to the U.S. Receiving Agent at one of the addresses set forth on the back cover of this Offer to Purchase before the Expiration Date. The ADS Letter of Transmittal is enclosed with this Offer to Purchase and is also available from the Information Agent at its address and telephone number set forth on the back cover of this Offer to Purchase. Do NOT send your ADRs to Purchaser, Asur or the Information Agent. For more information about the procedure for tendering ADSs in the U.S. Offer, see “THE U.S. OFFER — Procedure for Tendering in the U.S. Offer — Holders of ADSs”.

I hold Asur’s ADSs in book-entry form. How do I participate in the U.S. Offer?

If you hold ADSs in book-entry form, instruct your broker or custodian to arrange, before the Expiration Date, for the book-entry transfer of your ADSs into the U.S. Receiving Agent’s account at DTC and to deliver an agent’s message to the U.S. Receiving Agent via DTC’s confirmation system confirming that you have

received and agreed to be bound by the terms of the U.S. Offer. For more information about the procedures for tendering ADSs in the U.S. Offer, see “THE U.S. OFFER — Procedure for Tendering in the U.S. Offer — Holders of ADSs”.

What happens if I am not able to provide the U.S. Receiving Agent with all the documents required for the tender of ADSs?

If you cannot provide the U.S. Receiving Agent with all required documents prior to the Expiration Date, you may obtain additional time to do so by submitting, prior to such Expiration Date, a Notice of Guaranteed Delivery to the U.S. Receiving Agent, which must be guaranteed by an eligible guarantor institution, guaranteeing that all required documents for a valid tender of your ADSs will be received by the U.S. Receiving Agent within three NYSE trading days after the U.S. Receiving Agent has received your Notice of Guaranteed Delivery (but in any event no later than three NYSE trading days following the Expiration Date, counting such Expiration Date). For more information about the procedures for tendering ADSs in the U.S. Offer, see “THE U.S. OFFER — Procedure for tendering in the U.S. Offer — Holders of ADSs”.

I am a U.S. person and I hold Series B Shares of Asur. How do I participate in the U.S. Offer?

If you are a U.S. person and either a record holder or beneficial owner of Series B Shares, and you wish to tender your Series B Shares in the U.S. Offer, you must do so by book-entry transfer. You will not be able to tender in the U.S. Offer any Series B Shares in certificated form. If you hold Series B Shares in certificated form and you wish to participate in the U.S. Offer, you need to promptly contact a broker, dealer, bank, trust company, financial institution or other nominee who is a participant in the book-entry transfer system of Indeval and arrange to have such a nominee hold the Series B Shares on your behalf in book-entry form.

In order for a book-entry transfer to constitute a valid tender of your Series B Shares in the U.S. Offer, the Series B Shares must be tendered by your nominee who is an Indeval participant into the Indeval account of Bancomer for the account of the U.S. Receiving Agent (Reference: The Bank of New York — Asur Share Tender Account #4001595-0). The U.S. Receiving Agent must receive a properly completed and duly executed Acceptance Letter from the Indeval participant who tendered your Series B Shares into its account prior to the Expiration Date.

For more information about the procedure for tendering Series B Shares in the U.S. Offer, see “THE U.S. OFFER — Procedure for Tendering in the U.S. Offer — Holders of Series B Shares”.

How long do I have to decide whether to tender in the U.S. Offer?

The U.S. Offer will expire at 9:30 a.m., New York City time (8:30 a.m., Mexico City time) on June 12, 2007 and you may tender your Securities which are subject to the U.S. Offer until such Expiration Date, unless the U.S. Offer is extended, in which case you will have until the new expiration date to tender your Securities. Please be aware that if your Securities are held by a broker, bank or other custodian, they may require advance notification before the Expiration Date. For more information, see “THE U.S. OFFER — Terms of the U.S. Offer; Expiration Date”.

Can the U.S. Offer be extended and under what circumstances?

Purchaser expressly reserves the right, in its sole discretion but subject to applicable laws and regulations, to extend the period of time during which the U.S. Offer remains open.

How will I be notified if the U.S. Offer is extended?

If we extend the U.S. Offer, we will announce such extension by giving written notice to the U.S. Receiving Agent and the Information Agent followed as promptly as practicable by public announcement thereof, but in any event by 9:00 a.m. New York City time the next U.S. business day. During any extension, all Securities previously tendered in the U.S. Offer and not withdrawn will continue to be deemed tendered in the U.S. Offer, subject to the rights of a tendering holder to withdraw its Securities in accordance with the

terms of this Offer to Purchase. Any notice regarding the extension of the Mexican Offer will be given in accordance with Mexican regulations. For more information regarding an extension of the U.S. Offer, see “THE U.S. OFFER — Extension of Tender Period and Amendments”.

What are the conditions to the U.S. Offer?

Notwithstanding any provision of the U.S. Offer, we will not be required to accept Securities for payment, or pay for any Securities that have been tendered pursuant to the U.S. Offer, if any of the Offer Conditions set forth in this Offer to Purchase in the section “THE U.S. OFFER — Certain Conditions to the U.S. Offer” shall have occurred and be continuing (and shall not have been waived) as of the Expiration Date, including but not limited to the following:


	•	any public, governmental, judicial, legislative or regulatory authority (either in Mexico or the United States) shall have enacted, issued, promulgated, enforced or entered, or shall have threatened to enact, issue, promulgate, enforce or enter, any statute, law, rule, regulation, executive order, decree, injunction or other order which (a) prevents or prohibits the consummation of either the Mexican Offer or the U.S. Offer, (b) adversely affects the terms and/or conditions of the Mexican Offer or the U.S. Offer, (c) imposes material limitations on the ability of Purchaser (or any of its affiliates) effectively to acquire or to hold or to exercise full rights of ownership of the Securities of Asur purchased pursuant to the Offers including, without limitation, the right to vote the Securities, (d) prohibits, restrains or makes or seeks to make illegal the payment for or purchase of the Securities of Asur pursuant to the Offers or that would impose material damages in connection therewith, or (e) imposes or seeks to impose any material condition to the Offers in addition to the conditions set forth elsewhere in the Offers, nor shall any action, proceeding or complaint be commenced that seeks to do any of the foregoing;

	•	Purchaser shall not have received in the Offers valid and not withdrawn tenders for Series B Shares (including the Series B Shares underlying the ADSs), in the aggregate, at least equal to 127,950,001 Series B Shares (including Series B Shares underlying the ADSs), which amount would result in AAI-1 directly and indirectly holding 50% plus one share of the outstanding capital stock of Asur after consummation of the Reorganization of ITA (as defined and described below). See “OUR PLANS FOR ASUR”;

	•	Asur or Purchaser shall not have obtained any waiver, consent, extension, approval, action or non-action from any governmental, public, judicial, legislative or regulatory authority or agency or other party which is necessary to consummate the Offers and the other transactions contemplated by Purchaser, AAI-1 and Mr. Chico (see “OUR PLANS FOR ASUR”), and no such consent, extension, approval, action or non-action contains terms and conditions unacceptable to Purchaser, AAI-1 or Mr. Chico;

	•	the conditions to the Mexican Offer shall have occurred and be continuing as of the expiration of the Mexican Offer and shall not have been waived; or

	•	AAI-1 shall have failed to receive proceeds under the Debt Financing contemplated by its binding debt commitment from a bank syndicate arranged by Citigroup that, in addition to the AAI-1 Pre-Funded Equity, is sufficient to provide the cash consideration for the Offers.

The existence of any of the Offer Conditions will be determined by Purchaser in its sole reasonable discretion. Any and all conditions to the U.S. Offer, including those set forth above, may be waived (to the extent legally permissible) by Purchaser in its sole discretion. See “THE U.S. OFFER — Certain Conditions to the U.S. Offer”.

What are the conditions to the Mexican Offer?

The Mexican Offer is subject to substantially the same conditions as the U.S. Offer, including the condition that the Offer Conditions of the U.S. Offer shall not have occurred and be continuing as of the Expiration Date or if so, such conditions shall have been waived.

How do I withdraw previously tendered Securities?

To withdraw Securities previously tendered, you or your nominee must deliver a written notice of withdrawal, or a facsimile of one, in either case with an original signature, with the required information to the U.S. Receiving Agent, or instruct your broker or other nominee to deliver such notice of withdrawal to the U.S. Receiving Agent, while you still have the right to withdraw such Securities. For more information regarding withdrawal rights and procedures, see “THE U.S. OFFER — Withdrawal Rights”.

Until what time can I withdraw previously tendered Securities?

As discussed above, we will accept for payment all Securities validly tendered (but subject to proration as described herein) before the Expiration Date (and not properly withdrawn) and will pay for such Securities as promptly as practicable after the Expiration Date if all of the Offer Conditions shall not have occurred and be continuing as of the Expiration Date or if so, such Offer Conditions shall have been waived, on or prior to Expiration Date. Any delays in payment pursuant to any applicable law will be effected in compliance with the rules promulgated under the Exchange Act, which obligate a bidder to pay for or return tendered securities promptly after the termination or withdrawal of such bidder’s offer. For more information regarding withdrawal rights and procedures, see “THE U.S. OFFER — Withdrawal Rights”.

What happens if I tender my Securities and you do not accept the tendered Securities?

If any Securities that you tender are not accepted for any reason, including proration, certificates representing such Series B Shares and ADSs will be returned to you or the person you specify in your tendering documents.

Do the holders of Securities have appraisal rights in connection with the Offers?

Holders of Securities do not have appraisal rights in connection with the U.S. Offer or the Mexican Offer.

Will Asur continue as a public company?

We presently anticipate, and will use our reasonable efforts to ensure, that Asur will continue as a public company and will maintain its listing on the NYSE and Mexican Stock Exchange following consummation of the Offers. However, after the completion of the Offers, the Series B Shares and/or ADSs may no longer satisfy the requirements for listing on the NYSE or the Mexican Stock Exchange, as applicable. It is possible that, due to decreases in trading volume and the number of ADS holders following the purchase of ADSs pursuant to the U.S. Offer, the ADSs will no longer meet the continued listing requirements of the NYSE. If the ADSs fail to meet the continued listing requirements, the NYSE may choose, at its discretion, to delist the ADSs and the ADSs will no longer be a publicly traded security. Similarly, it is possible that, due to decreases in trading volume and the number of holders of Series B Shares following the purchase of Series B Shares pursuant to the U.S. Offer and the Mexican Offer, Asur will no longer meet the continued listing requirements of the Mexican Stock Exchange. If Asur fails to meet the continued listing requirements, the Mexican Stock Exchange may choose, at its discretion, to suspend the quotation of the Series B Shares to the extent then quoted. See “EFFECTS OF THE OFFERS ON THE MARKET FOR THE SHARES; EXCHANGE ACT REGISTRATION”.

If I decide not to tender, how will the U.S. Offer affect my Securities?

The purchase of the Securities pursuant to the Offers will reduce the number of Securities that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining Securities held by the public. In addition, as discussed above, it is possible that after consummation of the Offers the

ADSs and/or Series B Shares would no longer meet the continued listing requirements on the NYSE and/or the Mexican Stock Exchange, respectively.

See “EFFECTS OF THE OFFERS ON THE MARKET FOR THE SHARES; EXCHANGE ACT REGISTRATION.”

Does Asur support the Offers?

Asur is not a party to any agreement or arrangement with us with respect to the Offers, or the purchase of the ADSs or the Series B Shares (except as it relates to the provision of certain security listing positions to facilitate delivery of the U.S. Offer and Mexican Offer documentation to shareholders).

Asur is required under the Exchange Act to file a solicitation/recommendation statement on Schedule 14D-9 within 10 U.S. business days of the filing of this Offer to Purchase on Schedule TO with the SEC pursuant to which the board of directors of Asur will state its recommendation to the Asur shareholders whether to accept or reject the U.S. Offer (or that it expresses no opinion and is remaining neutral toward the U.S. Offer or that it is unable to take a position with respect to the U.S. Offer), and the reasons for that position. We understand from Asur that the board of directors of Asur held a meeting on May 11, 2007 at which time they approved, among other things, the Offers and provided an opinion that the price to be paid to tendering holders in the Offers is fair. See “BACKGROUND OF THE OFFERS; PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS”.

Will Purchaser be required to accept all of the Securities that I tender?

No. Purchaser is seeking to purchase in the Offers only 127,950,001 of the outstanding Series B Shares, including those represented by ADSs (each representing ten Series B Shares), of Asur. If more than 127,950,001 of the outstanding Series B Shares (including those underlying the ADSs) are validly tendered in the Offers by the Expiration Date, Purchaser will, subject to the terms and conditions of the Offers, purchase such Series B Shares (including those underlying the ADSs) on a pro rata basis. This means that we will purchase from you a number of Series B Shares (including those underlying the ADSs) calculated by multiplying the number of Series B Shares (including those underlying the ADSs) you properly tender by a proration factor. The proration factor will equal 127,950,001 divided by the total number of Series B Shares (including those underlying the ADSs) properly tendered by all participants in the Offers. For example, if 213,250,002 Series B Shares (including those underlying the ADSs) are validly tendered, we will purchase 60% of the number of Series B Shares (including those underlying the ADSs) that you tender. We will make adjustments to avoid purchases of fractional Series B Shares and ADSs.

What are the tax consequences of tendering my Securities in the U.S. Offer?

Subject to the discussion of certain tax rules below, the sale of Securities for cash pursuant to the U.S. Offer will be a taxable transaction for United States federal income tax purposes and possibly for state, local and foreign income tax purposes as well. In general, a U.S. Holder (as defined under the caption “CERTAIN TAX CONSIDERATIONS”) who sells Securities pursuant to the U.S. Offer will recognize gain or loss for United States federal income tax purposes equal to the difference, if any, between the amount of cash received and the holder’s adjusted tax basis in the Securities sold pursuant to the U.S. Offer. Gain or loss will be determined separately for each block of Securities (i.e., Securities acquired at the same cost in a single transaction) tendered pursuant to the U.S. Offer.

For a discussion of Mexican tax consequences and further discussion of U.S. tax consequences to U.S. Security holders tendering their Securities in the U.S. Offer, see “CERTAIN TAX CONSIDERATIONS”.

Because individual circumstances may differ, holders of Securities are urged to consult their own tax advisors to determine the applicability of the rules discussed above and the specific tax consequences of the U.S. Offer to them, including the application and effect of the alternative minimum tax, and any state, local and foreign tax laws and of changes in such laws.

Who can I talk to if I have questions about the U.S. Offer?

If you have any questions about the procedure for tendering Series B Shares into the U.S. Offer, please contact the Information Agent at its address and telephone number as it appears on the back cover of this Offer to Purchase.

If you have any questions about the procedure for tendering ADSs into the U.S. Offer, please contact the Information Agent or the U.S. Receiving Agent at their respective addresses and telephone numbers as they appear on the back cover of this Offer to Purchase.

THIS OFFER TO PURCHASE AND THE RELATED ADS LETTER OF TRANSMITTAL, NOTICE OF GUARANTEED DELIVERY AND ACCEPTANCE LETTER CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE U.S. OFFER.

THE U.S. OFFER

Terms of the U.S. Offer; Expiration Date

Subject to the terms and conditions set forth in this Offer to Purchase and, as applicable, the ADS Letter of Transmittal (which together constitute the U.S. Offer), in the U.S. Offer, we are offering to purchase 127,950,001 of the outstanding Series B Shares, including Series B Shares represented by ADSs, at the U.S. dollar equivalent of Ps. $560.00 per ADS for ADSs held by all holders, and at the U.S. dollar equivalent of Ps. $56.00 per Series B Share for Series B Shares held by persons who are not Mexican residents, in each case less any withholding taxes, if applicable, and without interest thereon. Through a concurrent offer in Mexico, Purchaser is offering to purchase 127,950,001 of the outstanding Series B Shares. In the aggregate, Purchaser is offering to purchase no more than 127,950,001 Series B Shares (including by purchase of ADSs, each ADS representing 10 Series B Shares) in the Offers, including any Securities tendered by Mr. Chico. The Series B Shares (including Series B Shares underlying the ADSs) sought in the Offers represent approximately 42.65% of the total issued and outstanding capital stock of Asur and will represent approximately 46.18% of the Series B Shares (including Series B Shares underlying the ADSs) after giving effect to the Offers and the Conversion (described below). In addition, after expiration of the Offers, provided that the Offer Conditions shall not have occurred and be continuing or if so, such Offer Conditions shall have been waived, Mr. Chico expects to acquire an additional 7.35% of the outstanding capital stock of Asur through a corporate Reorganization of ITA (defined and described below), of which Mr. Chico owns 51%.

The purchase price for the Securities accepted for payment pursuant to the U.S. Offer will be paid in U.S. dollars equivalent to the applicable Mexican peso price in the U.S. Offer, based on the Applicable Exchange Rate.

The Mexican Offer is open to all holders of Series B Shares, including U.S. holders. If a U.S. holder would like to tender its Series B Shares in the Mexican Offer instead of the U.S. Offer it may do so. Holders of ADSs also may contact The Bank of New York, as depositary for the ADSs, to surrender their ADSs for delivery of Series B Shares and tender such Series B Shares in the Mexican Offer. Such ADS holders who surrender their ADSs for delivery of Series B Shares will have to pay a fee of up to U.S. $0.05 for each ADS surrendered. The purchase price for the Series B Shares tendered in the Mexican Offer will be paid in Mexican pesos. If the Mexican Offer is amended to increase or decrease the price offered for the Series B Shares, we will make a corresponding amendment to increase or decrease the price offered for the Securities in the U.S. Offer. We also reserve the right to adjust the amount paid for the Securities tendered in the U.S. Offer for any dividends paid or having a record date during the duration of the U.S. Offer, in which event the U.S. Offer will be extended as required by applicable laws and regulations. We also reserve the right to extend the time for which the U.S. Offer will remain open for any such adjustment.

We will accept for payment and pay for all the Securities that are validly tendered prior to the Expiration Date and not withdrawn as provided below under the caption “Withdrawal Rights” (but subject to proration as described herein). The U.S. Offer will expire at 9:30 a.m., New York City time (8:30 a.m., Mexico City time) on June 12, 2007, unless extended. For more information regarding an extension of the U.S. Offer, see “THE U.S. OFFER — Extension of Tender Period and Amendments”.

If valid tenders of Securities are received in the Offers exceeding 127,950,001 of the Series B Shares (including Series B Shares underlying the ADSs), proration rules will apply in the Offers as described below under the caption “Acceptance for Payment”.

The U.S. Offer is subject to certain conditions which are described below under the caption “THE U.S. OFFER — Certain Conditions to the U.S. Offer”. The conditions to the Mexican Offer are substantially the same as those of the U.S. Offer, including the condition that all the Offer Conditions of the U.S. Offer shall not have occurred and be continuing or if so, such Offer Conditions shall have been waived, as of the Expiration Date.

Purchaser has requested that Asur furnish, and Asur has agreed to furnish to Purchaser, security position listings in respect of the ADSs for the purpose of disseminating this Offer to Purchase, the ADS Letter of

Transmittal and other relevant materials to the holders of such ADSs. Also, these materials will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on Asur’s security position listing or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of such ADSs, as well as the Series B Shares.

Certain Conditions to the U.S. Offer

Notwithstanding any provision of the U.S. Offer, we will not be required to accept any Securities for payment, or pay for any Securities, that have been tendered pursuant to the U.S. Offer if any of the Offer Conditions set forth below shall have occurred and be continuing (and shall not have been waived) as of the Expiration Date:


	•	any public, governmental, judicial, legislative or regulatory authority (either in Mexico or the United States) shall have enacted, issued, promulgated, enforced or entered, or shall have threatened to enact, issue, promulgate, enforce or enter, any statute, law, rule, regulation, executive order, decree, injunction or other order which (a) prevents or prohibits the consummation of either the Mexican Offer or the U.S. Offer, (b) adversely affects the terms and/or conditions of the Mexican Offer or the U.S. Offer, (c) imposes material limitations on the ability of Purchaser (or any of its affiliates) effectively to acquire or to hold or to exercise full rights of ownership of the Securities of Asur purchased pursuant to the Offers including, without limitation, the right to vote the Securities, (d) prohibits, restrains or makes or seeks to make illegal the payment for or purchase of the Securities of Asur pursuant to the Offers or that would impose material damages in connection therewith, or (e) imposes or seeks to impose any material condition to the Offers in addition to the conditions set forth elsewhere in the Offers, nor shall any action, proceeding or complaint be commenced that seeks to do any of the foregoing;

	•	Purchaser shall not have received in the Offers valid and not withdrawn tenders for Series B Shares (including the Series B Shares underlying the ADSs), in the aggregate, at least equal to 127,950,001 Series B Shares (including Series B Shares underlying the ADSs), which amount would result in AAI-1 directly and indirectly holding 50% plus one share of the outstanding capital stock of Asur after consummation of a certain corporate Reorganization of ITA (defined and described below). See “OUR PLANS FOR ASUR”;

	•	Asur or Purchaser shall not have obtained any waiver, consent, extension, approval, action or non-action from any governmental, public, judicial, legislative or regulatory authority or agency or other party which is necessary to consummate the Offers and the other transactions contemplated by Purchaser, AAI-1 and Mr. Chico (see “OUR PLANS FOR ASUR”), and no such consent, extension, approval, action or non-action contains terms and conditions unacceptable to Purchaser, AAI-1 or Mr. Chico;

	•	the conditions to the Mexican Offer shall have occurred and be continuing as of the expiration of the Mexican Offer and shall not have been waived;

	•	any change (or any condition, event or development involving a prospective change) shall have occurred or been threatened in the business, properties, assets, liabilities, capitalization, shareholders’ equity, condition (financial or otherwise), operations, licenses, franchises, permits, permit applications, results of operations, cash flows or prospects of Asur or any of its subsidiaries or affiliates which, in the reasonable judgment of Purchaser or AAI-1 is or may be materially adverse to Asur or any of its subsidiaries or affiliates, or Purchaser or AAI-1 shall have become aware of any fact which, in the reasonable judgment of Purchaser or AAI-1, has or may have material adverse significance with respect to either the value of Asur or any of its subsidiaries or the value of Asur’s securities;

	•	there shall have occurred or been threatened (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market, any decline in either the Dow Jones Industrial Average or the Standard & Poors Index of 500 Industrial Companies by an amount in excess of 10% measured from the close of business on the last trading day before the date of the Offers, or any material adverse change in prices generally of shares on the NYSE, (ii) any


		general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market, any decline in either the IPC (Índice de Precios y Cotizaciones) or the INMEX (Índice México) by an amount in excess of 10% measured from the close of business on the last trading day before the date of the Offers, or any material adverse change in prices generally of shares on the Mexican Stock Exchange, (iii) a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state authorities in the U.S. or Mexico (whether or not mandatory), (iv) any limitation (whether or not mandatory) by any governmental authority or agency on, or other event which, in the reasonable judgment of Purchaser or AAI-1 might affect the extension of credit by banks or other lending institutions, (v) a commencement or escalation of a war, armed hostilities or terrorist event or other national or international crisis directly or indirectly involving the U.S. or Mexico, (vi) any significant change in U.S., Mexican or any other currency exchange rates or any suspension of, or limitation on, the markets therefore (whether or not mandatory), or (vii) in the case of any of the foregoing existing at the time of the commencement of the offer, a material acceleration or worsening thereof; or


	•	AAI-1 shall have failed to receive proceeds under the Debt Financing contemplated by its binding debt commitment from a bank syndicate arranged by Citigroup that, in addition to the AAI-1 Pre-Funded Equity, is sufficient to provide the cash consideration for the Offers.

The existence of any of the Offer Conditions will be determined by Purchaser in its sole reasonable discretion. These conditions are for the sole benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any of these conditions or may be waived (to the extent legally permissible) by Purchaser in whole or in part at any time and from time to time in its sole discretion. The failure by Purchaser at any time to exercise any of these rights shall not be deemed a waiver of any of these rights; the waiver of any of these rights with respect to particular facts and other circumstances shall not be deemed a waiver with respect to any other facts and circumstances; and each of these rights shall be deemed an ongoing right that may be asserted at any time and from time to time. Any determination by Purchaser concerning the events described in this section “THE U.S. OFFER — Certain Conditions to the U.S. Offer” will be final and binding on all parties.

Acceptance for Payment

Upon the terms and subject to the conditions to the U.S. Offer and applicable laws and regulations, Purchaser will, subject to proration (described below), accept for payment, and will pay for, all Securities validly tendered prior to the Expiration Date (and not properly withdrawn) as promptly as practicable after the Expiration Date, provided that none of the Offer Conditions shall have occurred and be continuing or if so, such Offer Conditions shall have been waived, on or prior to Expiration Date. Subject to applicable laws and regulations, we expressly reserve the right to delay acceptance for payment of, or payment for, the Securities in order to comply, in whole or in part, with any applicable laws or regulations. Any such delays will be effected in compliance with Section 14e-1(c) under the Exchange Act, which obligates a bidder to pay for or return tendered securities promptly after the termination or withdrawal of such bidder’s offer.

For purposes of the U.S. Offer, we will be deemed to have accepted for payment tendered Securities when and if we give written notice to the U.S. Receiving Agent of our acceptance of the tenders of such Securities. Payment for Securities tendered and accepted for payment pursuant to the U.S. Offer will be made by deposit of the purchase price with the U.S. Receiving Agent, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. Payment for ADSs tendered by book-entry transfer will be made by crediting the account of the nominee holding the ADSs on your behalf with DTC. Payment for certificated ADSs and Series B Shares will be made by check to the tendering ADS holder and, in the case of the Series B Shares, to the Indeval participant. In all cases, payment for Securities accepted for payment pursuant to the U.S. Offer will be made only after timely receipt by the U.S. Receiving Agent, of:


	•	in the case of Series B Shares, book-entry transfer of the Series B Shares to the Indeval account of Bancomer for the account of the U.S. Receiving Agent (Reference: The Bank of New York — Asur


		Share Tender Account #4001595-0) and a properly completed and duly executed Acceptance Letter from the Indeval participant holding the Series B Shares on behalf of the tendering Security holder;


	•	in the case of ADSs tendered in certificated form, ADRs evidencing ADSs together with a properly completed and duly executed ADS Letter of Transmittal with original signatures and all other required documents, as described below under the section captioned “THE U.S. OFFER — Procedure for Tendering in the U.S. Offer — Holders of ADSs;” and

	•	in the case of ADSs tendered by book-entry transfer, book-entry transfer of the ADSs to the DTC account of the U.S. Receiving Agent together with a properly completed and duly executed ADS Letter of Transmittal (or facsimile thereof), in either case with an original signature, or an Agent’s Message (as defined below) instead of the ADS Letter of Transmittal, and all other required documents, as described below under the section captioned “THE U.S. OFFER — Procedure for Tendering in the U.S. Offer — Holders of ADSs”.

Under no circumstances will interest be paid by us on the purchase price for Securities pursuant to the U.S. Offer regardless of any delay in making such payments.

If we increase the purchase price to be paid for Securities pursuant to the Mexican Offer, we will pay such increased consideration for Securities purchased pursuant to the U.S. Offer.

The purchase price for the Securities accepted for payment pursuant to the U.S. Offer will be the U.S. dollar equivalent of the applicable Mexican peso price of the U.S. Offer, based on the Applicable Exchange Rate. You will bear all exchange rate risks and costs. In effect, you will pay to the Conversion Agent a conversion fee equivalent to the Spread for the Series B Shares and ADSs that you tender into the U.S. Offer that are accepted for payment. Neither we nor the Conversion Agent are responsible for the Conversion Agent in fact being able to convert Mexican pesos it received for U.S. dollars as a result of exchange controls or otherwise, or for the exchange rate at which such conversion ultimately occurs. The purchase price for the Series B Shares tendered in the Mexican Offer will be paid in Mexican pesos. Security holders should be aware that they will bear additional exchange rate risks should the U.S. Offer be extended.

If any tendered Securities are not purchased pursuant to the U.S. Offer for any reason (including the applicability of proration rules), or if certificates are submitted for more Securities than are tendered, certificates for such unpurchased or untendered Securities will be returned (or, in the case of Securities tendered by book-entry transfer, such Securities will be credited to the DTC or Indeval account of the tendering party, as the case may be), without expense to the tendering Security holder, as promptly as practicable following the expiration or termination of the U.S. Offer.

In the Mexican Offer, which will run concurrently with the U.S. Offer, Purchaser will offer to purchase from all holders of Series B Shares, but not from holders of ADSs, 127,950,001 of the outstanding Series B Shares. In the aggregate, Purchaser is offering to purchase no more than 127,950,001 Series B Shares (including by purchase of ADSs, each ADS representing 10 Series B Shares) in the Offers, including any Securities tendered by Mr. Chico.

If the number of Series B Shares (including Series B Shares underlying the ADSs) validly tendered and not withdrawn by the Expiration Date in the Offers exceeds 127,950,001 of the Series B Shares (including Series B Shares underlying the ADSs), then proration rules will apply in determining the number of Series B Shares (including Series B Shares underlying the ADSs) that will be accepted for purchase from each holder of Securities tendering in the Offers. Purchaser will, subject to the terms and conditions of the Offers, purchase the Series B Shares (including the Series B Shares underlying the ADSs) on a pro rata basis so that, in the aggregate, Purchaser will purchase only 127,950,001 of the Series B Shares (including the Series B Shares underlying the ADSs) in the Offers. This means that we will purchase from you a number of Series B Shares (including those underlying the ADSs) calculated by multiplying the number of Series B Shares (including those underlying the ADSs) you properly tender by a proration factor. The proration factor will equal 127,950,001 divided by the total number of Series B Shares (including those underlying the ADSs) properly tendered by all participants in the Offers. For example, if 213,250,002 Series B Shares (including those underlying the ADSs) are validly tendered, we will purchase 60% of the number of Series B Shares (including

those underlying the ADSs) that you tender. We and the U.S. Receiving Agent will make adjustments to avoid purchases of fractional Series B Shares and ADSs from any tendering holder.

If proration of tendered shares is required because of the difficulty in determining the precise number of Series B Shares (including those underlying the ADSs) properly tendered and not withdrawn, we do not expect to announce the final results of proration until three NYSE trading days after the Expiration Date and pay for any Securities tendered until six NYSE trading days after the Expiration Date. Preliminary results of proration will be announced by press release as promptly as practicable. Holders of Securities may obtain such preliminary information from the Information Agent at its telephone number on the back cover of this Offer to Purchase. All Securities not accepted for payment due to an oversubscription will be returned to the stockholder, or in the case of tender Series B Shares delivered by book-entry transfer, credited to the account at the book-entry transfer facility from which the transfer had previously been made.

If the aggregate number of Securities validly tendered into and not withdrawn from the Offers is equal to 127,950,001 of the Series B Shares (including Series B Shares underlying the ADSs), then proration rules will NOT apply. The U.S. Offer and the Mexican Offer are conditioned on the tender in the aggregate of at least 127,950,001 Series B Shares (including Series B Shares underlying the ADSs).

Procedure for Tendering in the U.S. Offer — Holders of Series B Shares

When you tender your Series B Shares in accordance with the procedures described in this section and we accept your Series B Shares for payment, this will constitute a binding agreement between you and us, subject to the terms and conditions of the U.S. Offer. If you are not a Mexican resident and you are either a record holder or beneficial owner of Series B Shares and you wish to tender your Series B Shares in the U.S. Offer, you must do so by book-entry transfer as described below. You will not be able to tender in the U.S. Offer any Series B Shares in certificated form. If you hold Series B Shares in certificated form you should promptly contact any broker, dealer, bank, trust company, financial institution or other nominee who is a participant in the book-entry transfer system of Indeval and arrange for such a nominee to hold the Series B Shares on your behalf in book-entry form.

Any broker, dealer, bank, trust company or other nominee acting on your behalf that is a participant in Indeval may make delivery of Series B Shares by causing Indeval to transfer such Series B Shares into the Indeval account of Bancomer for the account of the U.S. Receiving Agent (Reference: The Bank of New York — Asur Share Tender Account #4001595-0) in accordance with the procedures of Indeval. In order to effect a tender of the Series B Shares you beneficially own, you should promptly contact your nominee and instruct it to tender such Series B Shares. If you hold your Series B Shares through a broker, dealer, bank, trust company or other nominee who is not an Indeval participant, such nominee, on your behalf, should promptly contact an Indeval participant and make arrangements for the tender of the Series B Shares into the Indeval account of Bancomer for the account of the U.S. Receiving Agent (Reference: The Bank of New York — Asur Share Tender Account #4001595-0) on or prior to the Expiration Date.

In order for a book-entry transfer to constitute a valid tender of your Series B Shares in the U.S. Offer, the Series B Shares must be tendered by your nominee who is an Indeval participant into the Indeval account of Bancomer for the account of the U.S. Receiving Agent (Reference: The Bank of New York — Asur Share Tender Account #4001595-0) and the U.S. Receiving Agent must receive a properly completed and duly executed Acceptance Letter from the Indeval participant who tendered your Series B Shares into its account prior to the expiration date of the U.S. Offer.

Matters concerning validity, eligibility and acceptance. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Series B Shares will be determined by us, in our sole discretion, which determination shall be final and binding. We reserve the absolute right to reject any or all tenders of Series B Shares determined by us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in any tender of Series B Shares. Neither we, the U.S. Receiving Agent, Bancomer, the Information Agent, the Dealer Manager nor any other person will be

under any duty to give notification of any defect or irregularity in tenders or incur any liability for failure to give any such notification.

If you are in any doubt about the procedure for tendering Series B Shares into the U.S. Offer, please contact the Information Agent at its address and telephone number as it appears on the back cover of this Offer to Purchase.

ANY HOLDER OF SERIES B SHARES WHO IS NOT A MEXICAN RESIDENT MAY, AT ITS OPTION, TENDER ITS SERIES B SHARES INTO EITHER THE MEXICAN OFFER OR THE U.S. OFFER. SERIES B SHARES THAT ARE TENDERED (I) IN THE U.S. OFFER WILL BE PAID FOR IN U.S. DOLLARS AT THE U.S. DOLLAR EQUIVALENT OF THE MEXICAN PESO PRICE AT THE APPLICABLE EXCHANGE RATE AND (II) IN THE MEXICAN OFFER WILL BE PAID FOR IN MEXICAN PESOS. ANY HOLDER OF SERIES B SHARES WHO DESIRES TO ACCEPT THE MEXICAN OFFER SHOULD READ CAREFULLY THE MEXICAN OFFER PROSPECTUS (FOLLETO INFORMATIVO) AND SHOULD FOLLOW THE PROCEDURES FOR TENDERING SERIES B SHARES INTO THE MEXICAN OFFER, A DESCRIPTION OF WHICH IS ATTACHED AS ANNEX II TO THIS OFFER TO PURCHASE.

Procedure for Tendering in the U.S. Offer — Holders of ADSs

To tender ADSs pursuant to the U.S. Offer:


	•	if you hold ADSs in certificated form, a properly completed and duly executed ADS Letter of Transmittal (or a copy thereof with original signatures) together with the ADRs for the ADSs to be tendered and all other documents required by the ADS Letter of Transmittal must be received by the U.S. Receiving Agent at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Date; or

	•	if you hold ADSs in book-entry form, the ADSs must be delivered to the U.S. Receiving Agent pursuant to the procedures for book-entry transfer described below, and a confirmation of such delivery must be received by the Expiration Date by the U.S. Receiving Agent, as well as a properly completed and duly executed ADS Letter of Transmittal (or a copy thereof with original signatures) or an Agent’s Message, as defined below must be received by the Expiration Date by the U.S. Receiving Agent. Alternatively, you may be able to use the guaranteed delivery procedure described below.

The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the U.S. Receiving Agent and forming a part of a book-entry confirmation which states that DTC has received an express acknowledgment from the participant tendering the ADSs which are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the ADS Letter of Transmittal and that we may enforce such agreement against such participant.

Book-entry transfer. The U.S. Receiving Agent will establish an account with respect to the ADSs with DTC for purposes of the U.S. Offer within two U.S. business days after the date of this Offer to Purchase, and any financial institution that is a participant in the Automated Tender Offer Program at DTC may make delivery of ADSs by causing DTC to transfer such ADSs into the U.S. Receiving Agent’s account in accordance with the procedures of DTC. Any broker, dealer, bank, trust company or other nominee acting on your behalf that is a participant at DTC may make delivery of ADSs by causing DTC to transfer such ADSs into the U.S. Receiving Agent’s account with DTC in accordance with the procedures of DTC. In order to effect a tender of the ADSs you beneficially own, you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and request that the nominee tender your Securities for you.

In order for a book-entry transfer to constitute a valid tender of your ADSs in the U.S. Offer, a properly completed and duly signed ADS Letter of Transmittal or an Agent’s Message instead of the ADS Letter of Transmittal, and any other required documents must, in any case, be received by the U.S. Receiving Agent at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Date.

DELIVERY OF THE ADS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE U.S. RECEIVING AGENT.

Guaranteed Delivery Procedures. If you are a holder of the ADSs and wish to tender your ADSs, but:


	•	the ADRs evidencing the ADSs are not immediately available;

	•	time will not permit your ADRs evidencing the ADSs or other required documents to reach the U.S. Receiving Agent before the expiration of the U.S. Offer; or

	•	the procedure for book-entry transfer cannot be completed before the expiration of the U.S. Offer,

you may effect a tender of your ADSs if:


	•	the tender is made through a participant in the Securities Transfer Agents Medallion Program, or an “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Exchange Act);

	•	prior to the Expiration Date, the U.S. Receiving Agent receives from an “eligible guarantor institution” a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form we have provided, setting forth your name and address, and the amount of ADSs you are tendering and stating that the tender is being made by notice of guaranteed delivery; these documents may be delivered by hand, transmitted by facsimile transmission or mailed to the U.S. Receiving Agent; and

	•	the U.S. Receiving Agent receives within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery (but in any event no later than three NYSE trading days following the Expiration Date, counting such Expiration Date), a properly completed and duly executed ADS Letter of Transmittal (or a facsimile thereof with an original signature), the ADRs for all physically tendered ADSs, in proper form for transfer, or a book-entry confirmation of transfer of such ADSs into the U.S. Receiving Agent’s account at DTC, including delivery to the U.S. Receiving Agent of the Agent’s Message instead of an ADS Letter of Transmittal, as the case may be, with any required signature guarantees and any other documents required by the ADS Letter of Transmittal, deposited by the undersigned with the U.S. Receiving Agent.

Partial tenders. If fewer than all of the ADSs evidenced by ADRs delivered to the U.S. Receiving Agent are to be tendered, the holder thereof should so indicate in the ADS Letter of Transmittal by filling in the number of ADSs which are to be tendered in the box entitled “Number of ADSs Tendered” in the ADS Letter of Transmittal. In such case, a new ADR for the untendered ADSs represented by the old ADR will be sent to the person(s) signing such ADS Letter of Transmittal (or delivered as such person properly indicates thereon) as promptly as practicable following the date the tendered ADSs are accepted for payment.

ALL ADSs DELIVERED TO THE U.S. RECEIVING AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED. SEE INSTRUCTION 4 OF THE ADS LETTER OF TRANSMITTAL.

Signature guarantees. Signatures on an ADS Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless you are either:


	•	a registered holder of ADSs and have not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the ADS Letter of Transmittal; or

	•	you are tendering ADSs for the account of an eligible guarantor institution.

An eligible guarantor institution means a financial institution that is a participant in the Security Transfer Agents Medallion Program, the Stock Exchange Medallion Program or The New York Stock Exchange, Inc. Medallion Signature Program.

If signatures on an ADS Letter of Transmittal or a notice of withdrawal are required to be guaranteed, the guarantor must be an eligible guarantor institution. If you plan to sign the ADS Letter of Transmittal but you are not the registered holder of the ADSs, you must have the ADS Letter of Transmittal signed by the registered holder of the ADSs and that signature must be guaranteed by an eligible guarantor institution. You

may also send a separate instrument of transfer or exchange signed by the registered holder and guaranteed by an eligible guarantor institution, but that instrument must be in a form satisfactory to us in our sole discretion. In addition, if a person or persons other than the registered holder or holders of ADSs signs the ADS Letter of Transmittal, certificates for the ADSs must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holder or holders that appear on the certificates for ADSs.

Matters concerning validity, eligibility and acceptance. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of ADSs will be determined by us, in our sole discretion, which determination shall be final and binding. We reserve the absolute right to reject any or all tenders of ADSs determined by us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in any tender of ADSs. None of us, the U.S. Receiving Agent, Bancomer, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defect or irregularity in tenders or incur any liability for failure to give any such notification.

THE METHOD OF DELIVERY OF ADSs AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING THROUGH DTC, IS AT THE OPTION AND RISK OF THE TENDERING SECURITY HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE U.S. RECEIVING AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE A TIMELY DELIVERY. REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED FOR ADRs SENT BY MAIL.

If you are in any doubt about the procedure for tendering ADSs into the U.S. Offer, please contact the Information Agent or the U.S. Receiving Agent, at their respective addresses and telephone numbers as they appear on the back cover of this Offer to Purchase.

Withdrawal Rights

For a withdrawal of tendered Securities to be effective, a written or facsimile transmission notice of withdrawal, in either case with original signature, must be timely received by the U.S. Receiving Agent at its address set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Securities to be withdrawn, the number of Securities to be withdrawn and the name of the registered holder of the Securities, if different from that of the person who tendered such Securities. For a withdrawal of tendered Securities to be effective, a signed notice of withdrawal must be received by the U.S. Receiving Agent prior to the Expiration Date. The signature on a notice of withdrawal must be guaranteed if a signature guarantee was required on the original ADS Letter of Transmittal. In addition, such notice must specify, in the case of ADSs tendered by delivery of ADRs, the name of the registered holder (if different from that of the tendering Security holder) and the serial numbers shown on the particular ADRs evidencing the ADSs to be withdrawn or, in the case of Securities tendered by book-entry transfer, the name and participant number at DTC or Indeval, as the case may be, to be credited with the withdrawn Securities. Withdrawals may not be rescinded, and Securities withdrawn will thereafter be deemed not validly tendered for purposes of the U.S. Offer. However, withdrawn Securities may be re-tendered by again following one of the procedures described in this Offer to Purchase, as applicable, at any time prior to the Expiration Date. The withdrawal rights in the Mexican Offer are similar to the withdrawal rights in the U.S. Offer.

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by us, in our sole discretion, which determination shall be final and binding. Neither we, the U.S. Receiving Agent, Bancomer, the Information Agent, the Dealer Manager nor any other person will be

under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification.

Representations and Warranties of Tendering Security Holders

Each holder of Securities, by tendering its Securities in the U.S. Offer, irrevocably undertakes, represents, warrants and agrees (so as to bind the holder and the holder’s personal representatives, heirs, successors and assigns) as follows:

1. in the event of tender of Series B Shares, that it is not a Mexican resident;

2. that it has the full power and authority to tender and assign the Securities tendered, and that our acceptance for payment of Securities tendered pursuant to the U.S. Offer will constitute a binding agreement between us and the tendering Security holder containing the terms and conditions of the U.S. Offer;

3. that the tendering of its Securities (and in the case of ADSs, the execution of the ADS Letter of Transmittal) shall constitute: (i) an acceptance of the U.S. Offer in respect of the number of Securities identified therein, (ii) an undertaking to execute all further documents and give all further assurances which may be required to enable us to obtain the full benefit and to obtain title to the tendered Securities, and (iii) that each such acceptance shall be irrevocable, subject to the accepting holder not having validly withdrawn his or her acceptance;

4. that the Securities in respect to which the U.S. Offer is accepted or deemed to be accepted are fully paid and non-assessable, sold free from all liens, equities, charges and encumbrances and together with all rights now or hereafter attaching thereto, including voting rights and the right to all dividends or other distributions hereafter declared, made or paid;

5. that the tendering of its Securities (and in the case of ADSs, the execution of the ADS Letter of Transmittal) constitutes, subject to the accepting holder not having validly withdrawn his or her acceptance, the irrevocable appointment of the U.S. Receiving Agent and its directors and agents as such holder’s attorney-in-fact and an irrevocable instruction to the attorney-in fact to complete and execute any and all form(s) of transfer and/or other document(s) which are necessary or required at the discretion of the attorney-in-fact in order to transfer the Securities in respect of which the tendering holder of Securities has not validly withdrawn its tender, in our name or such other person or persons as we may direct, and to deliver such form(s) of transfer and/or other document(s) together with other document(s) of title relating to such Securities and to do all such other acts and things as may in the opinion of the attorney-in-fact be necessary or required for the purpose of, or in connection with, the acceptance of the U.S. Offer and to vest title to the Securities in us or our nominees as aforesaid;

6. that the tendering of its Securities (and in the case of ADSs, the execution of the ADS Letter of Transmittal) constitutes, subject to the tendering holder of Securities not having validly withdrawn its tender, an irrevocable authority and request (i) to Asur and its directors, officers and agents, to procure the registration of the transfer of the Securities pursuant to the U.S. Offer and the delivery of any and all document(s) of title in respect thereof to us or our nominees; and (ii) to us or our agents, to record and act upon any instructions with regard to notices and payments which have been recorded in the records of Asur in respect of such holder’s holding(s) of Securities; and

7. that it agrees to ratify each and every act or thing which may be done or effected by us or any of our directors or agents or Asur or its agents, as the case may be, in the proper exercise of the power and/or authorities of any such person.

Our acceptance for payment of Securities tendered pursuant to the U.S. Offer will constitute a binding agreement between us and the tendering Security holder containing the terms and conditions of the U.S. Offer.

Extension of Tender Period and Amendments

Purchaser may extend the U.S. Offer when it is required to do so by applicable laws and regulations.

If Purchaser makes a material change in the terms of the U.S. Offer or the information concerning the U.S. Offer, or if it waives a material condition of the U.S. Offer, Purchaser will extend the U.S. Offer to the extent required by Rules 14d-4, 14d-6 and 14e-1 under the Exchange Act. We reserve the right to adjust the amount paid for the Securities tendered in the U.S. Offer for any dividends paid or having a record date during the duration of the U.S. Offer, in which event the U.S. Offer will be extended as required by applicable laws and regulations. We also reserve the right to extend the time for which the U.S. Offer will remain open for any such adjustment. The minimum period during which an offer must remain open following material changes in the terms of the U.S. Offer or information concerning the U.S. Offer, other than a change in price or a change in the percentage of Securities sought, will depend upon the facts and circumstances then existing, including the relative materiality of the changed terms or information. Any concurrent extensions to the Mexican Offer must remain open for at least five Mexican business days. With respect to a change in price or a change in the percentage of Series B Shares or ADSs sought, a minimum period of ten U.S. business days is generally required to allow for adequate dissemination to holders and investor response. The Offers will remain open, including any extensions, for the same period of time.

No subsequent offering period is contemplated following the expiration of the initial offering period of the U.S. Offer in accordance with Rule 14d-11 of the Exchange Act.

SOURCE AND AMOUNT OF FUNDS

Purchaser has obtained the Purchaser Pre-Funded Equity commitment in the amount of MXP $7,165,200,056 from AAI-1. AAI-1, in turn, has obtained binding debt commitments from a bank syndicate arranged by Citigroup to provide, subject to certain conditions, an acquisition facility for up MXP $5,667,000,000 pursuant to the Debt Financing. AAI-1 has also obtained a pre-funded equity commitment from Mr. Chico to provide a total of MXP $1,498,200,056 pursuant to the AAI-1 Pre-Funded Equity. Purchaser has arranged for sufficient funds to complete the Offers through the Purchaser Pre-Funded Equity. The U.S. Offer is contingent on AAI-1 having received proceeds from the Debt Financing that, together with the AAI-1 Pre-Funded Equity, is sufficient to provide the cash consideration to complete the Offers. The total value of the consideration required to purchase the 127,950,001 Series B Shares (including Series B Shares underlying the ADSs) sought in the Offers is estimated to be MXP $7,165,200,056. In the event that the Debt Financing and/or the AAI-1 Pre-Funded Equity are not received by AAI-1, Purchaser does not have any alternative financing arrangements in place to complete the Offers.

Debt Financing

Parties. The Debt Financing is between AAI-1, as the borrower, and a bank syndicate arranged by Citigroup, as lenders.

Facility Amount. The Debt Financing is a senior secured multi-currency acquisition facility for up to MXP $5,667,000,000 comprised of a (i) a Mexican peso denominated term loan acquisition facility in an amount equal to between MXP $2,833,500,000 and MXP $3,966,900,000 (“Facility A”) and (ii) a U.S. dollar denominated term loan acquisition facility in an amount equal to the U.S. $ equivalent of between MXP $1,700,100,000 and MXP $2,833,500,000 (“Facility B”). Both facilities may be drawn in Mexican pesos. The aggregate facility amount shall be equal to the quotient of (x) the sum of the aggregate tender offer price of (i) the capital stock acquired through the Offers, (ii) the value of the Series B Shares resulting from the conversion of 7.35% of the Series BB Shares valued at the tender offer price, and (y) 1.5. In the event that Facility A and Facility B are not fully drawn in connection with the Offers, the finance documents permit such undrawn amounts to be converted into two additional facilities (one Mexican peso denominated facility and one U.S. dollar denominated facility). Such facilities may be drawn only after expiration and completion of the Offers.

Term. Each of Facility A and Facility B is available from the effective date of the finance documents related to the Debt Financing until the latest settlement date under the Offers (or, if earlier, 60 days from the signing of the finance documents). The final maturity date for the Debt Financing is seven years.

Interest Rate. The interest rate is the aggregate of (i) the applicable margin (which could range from 2.5% to 3.5%) depending on the Consolidated Debt/EBITDA ratio (as defined in the finance documents) and (ii) Tasa de Interés Interbancaria de Equilibrio, as quoted by Banco de México and published in the Federal Official Gazette, for advances in Mexican pesos, and the London Interbank Offered Rate, for advances in U.S. dollars.

Security and Guarantees. A first priority security interest will be granted in (i) the assets of the entity created from a de-merger of ITA (the “De-Merger”), which is proposed to be a sociedad anónima de capital variable created under the laws of Mexico (“AAI”), AAI-1 and Purchaser, (ii) all shares of AAI, AAI-1 and Purchaser directly or indirectly owned by Mr. Chico will be subject to a first priority security interest, and (iii) all economic rights associated with the capital stock of ITA owned by Mr. Chico. Purchaser and AAI will also execute a guaranty in favor of the lender under which Purchaser and AAI will jointly and severally unconditionally assume the obligation to repay the Debt Financing.

Covenants. The Debt Financing is subject to customary covenants including, among others, (i) certain information covenants, including the provision of financial statements, budgets, updated financial models and projections, notices of potential or actual events of default and details of any actual or potential investigation by any governmental authority, (ii) compliance with environmental laws, (iii) restrictions on the disposition/transfer of assets, acquisitions and mergers, new joint ventures, and the incurrence of additional indebtedness, (iv) no amendments to incorporation documents which would be prejudicial to the lender, (v) the payment of taxes, maintenance of insurance and compliance and maintenance of all authorizations, licenses and consents, (vi) compliance with material contracts, and (vii) certain financial covenants, including that (x) borrower’s debt service coverage ratio must be greater than 1.1x at any designated calculation date, (y) consolidated debt to EBITDA ratio may not be less than certain prescribed amounts at any designated calculation date and (z) borrower’s consolidated net worth shall remain positive.

Events of Default. The Debt Financing is subject to customary events of default including, among others: (i) failure to pay any sum when due, (ii) breach of covenants, (iii) failure of representations or warranties to be true when made or repeated, (iv) insolvency, (v) cessation of business by AAI-1 or Asur, (vi) termination, non-renewal or revocation of one or more concessions, (vii) cross defaults, (viii) failure to comply with monetary judgments or expropriation that would result in a material adverse effect, and (ix) unenforceability of any material provision in the finance documents related to the Debt Financing or repudiation of any such documents.

Mandatory Prepayments. The borrower will repay and cancel the Debt Financing upon the happening of certain events, including an initial public offering; change in control; if the borrower, after the merger of AAI and AAI-1, ceases to own a certain percentage of the total outstanding capital stock of Asur; the sale of any assets (including any Series B Shares) if such receipts in any financial year exceed U.S. $10,000,000 or the equivalent unless reinvested in nine months; the availability of certain amounts of excess or available cash; and the entering into of certain new banking facilities or loans.

Optional Prepayments. The Debt Financing may be prepaid in whole or in part upon five business days’ (defined as any day other than a Saturday, Sunday or other day on which commercial banks in Mexico City and New York City are authorized or required by law to close) prior written notice without penalty, but subject to standard break costs on the amount prepaid if not repaid at the end of an interest period.

Conditions to Borrowing. The Debt Financing will be subject to certain conditions specific to the Offers, as well as customary conditions with respect to the draw down, including, among others, (i) copies of materials related to the Offers, including consents from anti-trust authorities, offer documents, and evidence that the borrower has received or will simultaneously receive the AAI-1 Pre-Funded Equity, (ii) confirmations from the borrower as to the use of the funds and that it has received acceptances from tendering shareholders under the Offers of Series B Shares (including Series B Shares underlying the ADSs) representing at least

25% plus one share of the total capital stock of Asur, (iii) the absence of a material adverse change with respect to the borrower or Asur, (iv) evidence of arrangement to pay fees and expenses and perfection of security interests related to the Debt Financing, (v) execution of the finance-related documents, (vi) evidence of first priority protection of security interests in the collateral, (vii) resolutions of the shareholders of ITA authorizing the De-Merger and (viii) conversion of the 7.35% of the Series BB Shares held by ITA into Series B Shares and evidence of the transfer of such shares to AAI.

The finance documents include a mandatory prepayment/amortization provision which requires the borrower to prepay the debt and amortize the loans in an amount up to a specified percentage of excess cash per year.

Pre-Funded Equity

Purchaser Pre-Funded Equity

AAI-1 shall contribute the proceeds of the Debt Financing and the proceeds of the AAI-1 Pre-Funded Equity to Purchaser in the form of aportaciones para Futuros Aumentos de Capital under Mexican law (or a cash injection for future capital increases).

AAI-1 Pre-Funded Equity

Mr. Chico will make an equity contribution of MXP $1,498,200,056 to AAI-1 in the form of aportaciones para Futuros Aumentos de Capital under Mexican law (or a cash injection for future capital increases). The equity contribution will be capitalized after settlement of the Offers, at which time Mr. Chico will receive capital stock of AAI-1.

OUR PLANS FOR ASUR

As of the date hereof, Mr. Chico directly owns 7,500,010 Series B Shares (including Series B Shares underlying the ADSs) representing approximately 2.9% of the outstanding Series B Shares, and approximately 2.5% of the total outstanding capital stock of Asur. Mr. Chico also indirectly owns 22,950,000 Series BB Shares representing 7.65% of Asur’s total outstanding capital stock through his 51% ownership of ITA, which owns 45,000,000 Series BB Shares. As of the date hereof, ITA has the ability to appoint two members on the seven member board of directors of Asur.

Pursuant to a De-Merger Letter Agreement entered into on March 29, 2007 (the “De-Merger Letter Agreement”) between Mr. Chico and Copenhagen Airports A/S, a corporation organized under the laws of the Kingdom of Denmark (“CPH”) (collectively, the “De-Merger Parties”), the De-Merger Parties have agreed to take all actions necessary to effect the De-Merger of ITA immediately after expiration of the Offers, provided that none of the Offer Conditions shall have occurred and be continuing or if so, such Offer Conditions shall have been waived, at the Expiration Date. A de-merger is a corporate restructuring under Mexican law in which part of ITA would be spun off as a new company and certain assets and liabilities of ITA would be transferred into it. As a result of the De-Merger, ITA would be de-merged into two separate entities, ITA, which would survive and continue to be owned by Mr. Chico (51%) and CPH (49%), and AAI, a newly formed entity, which would initially be owned by Mr. Chico (51%), and CPH (49%). In connection with the De-Merger, the De-Merger Parties have also agreed to cause ITA to convert 22,050,000 Series BB Shares representing 7.35% of the total outstanding capital stock of Asur held by ITA into Series B Shares (the “Conversion”) and to transfer such 22,050,000 just converted Series B Shares (the “Converted Shares”) to AAI as part of the De-Merger. The remaining Series BB Shares representing 7.65% of the total outstanding capital stock of Asur would continue to be held by ITA, as well as the Technical Assistance and Transfer of Technology Agreement, dated December 18, 1998, as amended, entered into among Asur, CPH, ITA and various other parties (the “Technical Assistance Agreement”). In addition, the De-Merger Parties have

agreed, subject to expiration of the Offers and provided that none of the Offer Conditions shall have occurred and be continuing or if so, such Offer Conditions shall have been waived, at the Expiration Date, to take all necessary actions to execute an agreement under which CPH agrees to sell its 49% stake in AAI to Mr. Chico (the “Purchase and Sale”) at a cash price (payable in Mexican pesos at closing of such transaction) that would be equal to the number of Converted Shares multiplied by the price paid for each Series B Share in the Offers and otherwise on terms not more onerous to CPH than the terms for a sale of Series B Shares directly in the Offers. It is our understanding that CPH will continue to be a shareholder of ITA on the same terms and conditions as of the date hereof. See diagram 2 below.

Also pursuant to the De-Merger Letter Agreement, the De-Merger Parties have agreed, subject to consummation of the Offers, to take all necessary actions to ensure that the members of the board of directors of ITA and the members of the board of directors of Asur appointed by each of them will propose and cause Asur to implement a distribution policy pursuant to which Asur and its subsidiaries would distribute in each financial year substantially all excess cash by way of distributions of net profit after tax and retained earnings lawfully available for distribution, capital reductions (subject to obtaining the necessary approvals) or otherwise pursuant to applicable law (the “Distribution Policy”). The De-Merger Parties have further agreed that Asur will distribute interim and final dividends. Mr. Chico has agreed to vote, and to cause any of his affiliates to vote, their shares in Asur to implement the Distribution Policy. In addition, the De-Merger Parties have agreed to cause ITA to amend, restate or re-execute the trust governing the Series BB Shares so that the Series BB Shares held in such trust would be voted in connection with the Distribution Policy in the same way as the majority of the Series B Shares vote in any shareholders meeting of Asur.

It is further contemplated that AAI would then merge with and into AAI-1 (the “Merger”). Therefore, after consummation of the De-Merger, Conversion, Purchase and Sale and Merger (together, the “Reorganization of ITA”), (i) AAI-1 would be wholly-owned, except for one share, by Mr. Chico and would hold the Converted Shares representing 7.35% of Asur’s total outstanding capital stock and all of the outstanding capital stock, except for one share, of Purchaser, (ii) Purchaser would continue to hold the 127,950,001 Series B Shares (including Series B Shares underlying the ADSs) acquired in the Offers representing approximately 42.65% of Asur’s total outstanding capital stock, and (iii) ITA would continue to be owned 51% by Mr. Chico and 49% by CPH and hold Series BB Shares representing 7.65% of Asur’s total outstanding capital stock and the Technical Assistance Agreement. AAI-1 would therefore directly and indirectly own 50% plus one share of the total outstanding capital stock of Asur. See diagram 3 below.

Below are diagrams showing the structure of Mr. Chico’s ownership in Asur (1) immediately after the consummation of the Offers and before the Reorganization of ITA, (2) immediately after consummation of the Offers, De-Merger, Conversion and Purchase and Sale and (3) immediately after the Reorganization of ITA.

I. STRUCTURE AFTER CONSUMMATION OF THE OFFERS AND BEFORE THE REORGANIZATION OF ITA


(1)		Plus one share.

(2)		Potentially includes prorated shares owned by Mr. Chico and CPH.

II. STRUCTURE AFTER CONSUMMATION OF THE OFFERS, CONVERSION,
DE-MERGER AND PURCHASE AND SALE


(1)		AAI created from De-Merger of ITA.

(2)		Shares converted from Series BB Shares to Series B Shares prior to De-Merger.

(3)		Plus one share.

(4)		Potentially includes prorated shares owned by Mr. Chico and CPH.

III. STRUCTURE AFTER CONSUMMATION OF THE REORGANIZATION OF ITA


(1)		AAI merged into AAI-1.

(2)		Plus one share.

(3)		Potentially includes prorated shares owned by Mr. Chico and CPH.

In connection with obtaining the Debt Financing, Mr. Chico has also arranged for an unsecured multi-currency loan facility from a bank syndicate arranged by Citigroup of up to MXP $3,025,000,000 (the “Capex and Working Capital Facility”) for Asur and its subsidiaries to fund (i) capital expenditure requirements related to its development plan; (ii) the cost of financing, developing and constructing a proposed new runway at the Cancún airport; (iii) any fees, commissions, costs and expenses and taxes in connection with consummation of the Capex and Working Capital Facility; and (iv) general corporate and working capital requirements. The Capex and Working Capital Facility is comprised of a MXP $2,750,000,000 term loan capital expenditure facility and a MXP $275,000,000 revolving working capital facility. The Capex and Working Capital Facility may be drawn in Mexican pesos and U.S. dollars. The Capex and Working Capital Facility is for a term of 5 years and is subject to an interest rate equal to the aggregate of (i) a margin of 0.75% per annum and (ii) Tasa de Interés Interbancaria de Equilibrio, as quoted by Banco de México and published in the Federal Official Gazette for advances in Mexican pesos, and the London Interbank Offered Rate for advances in U.S. dollars. Mr. Chico expects that the Capex and Working Capital Facility would have other customary terms and conditions for facilities of this nature. The De-Merger Parties have agreed, pursuant to the De-Merger Letter Agreement, to take all necessary actions to ensure that the members of the board of directors of Asur appointed by each of them will approve the Capex and Working Capital Facility and any subsequent refinancing of the Capex and Working Capital Facility in accordance with the principles contained within the De-Merger Letter Agreement. We understand from Asur that the board of directors of Asur approved, subject to consummation of the Offers, the Capex and Working Capital Facility at a board meeting held on May 11, 2007.

We also understand that in order to be prepared for the expected growth of passengers over the next decade, Asur plans to continue with the construction of the second runway at the Cancún airport.

In addition, we understand that the federal government of Mexico (through the SCT), plans to grant a concession for the construction, operation, administration and exploitation of an international airport that would be located in the “Riviera Maya” region in the State of Quintana Roo, Mexico, through a public bidding process. However, there can be no assurance that such public bidding process will be carried out, or in the event that such process is carried out, as to the dates in which it would take place. In the event that the Federal Government decides to carry out such public bidding process, there can be no assurance that Asur will be able to participate therein. In addition, in the event that Asur is allowed to participate, there can be no assurance as to what the results of such public bidding process would be.

While the foregoing are the current plans and intentions of Purchaser and AAI-1, we cannot provide any assurances as to when and if such plans will be accomplished. Except as described above or elsewhere in this Offer to Purchase and subject to our ongoing review, Purchaser and AAI-1 have no present plans or proposals that would relate to or result in an extraordinary corporate transaction involving Asur or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), any changes in Asur’s board or management, any change in Asur’s capitalization or dividend policy or any other material change in Asur’s corporate structure or business.

Except as described above, it is expected that, initially following consummation of the Offers, the business and operations of Asur will be continued by Asur substantially as they are currently being conducted. AAI-1 and Purchaser will continue to evaluate the business and operations of Asur during the pendency of the Offers and after the consummation of the Offers, and will take such actions as it deems appropriate under the circumstances then existing.

EFFECTS OF THE OFFERS ON THE MARKET FOR THE SHARES;
EXCHANGE ACT REGISTRATION

The Offers could have the effects on the Securities as described below:

Listing on the NYSE and Mexican Stock Exchange. We presently anticipate, and will use our reasonable efforts to ensure, that Asur will continue to maintain its listing on the NYSE and Mexican Stock Exchange following our consummation of the Offers. However, it is possible that, due to decreases in trading volume and the number of ADS holders following the purchase of ADSs pursuant to the U.S. Offer, the ADSs will no longer meet the continued listing requirements of the NYSE discussed below. If the ADSs fail to meet the continued listing requirements, the NYSE may choose, at its discretion, to delist the ADSs. Similarly, it is possible that, due to decreases in trading volume and the number of holders of Series B Shares following the purchase of Series B Shares pursuant to the Offers, Asur will no longer meet the continued listing requirements of the Mexican Stock Exchange as discussed below. If Asur fails to meet the continued listing requirements, the Mexican Stock Exchange may choose at its discretion to suspend the quotation of the Series B Shares.

Possible Delisting from the NYSE. According to the NYSE’s published guidelines, the NYSE would consider delisting the ADSs if, among other things, (i) the number of holders of ADSs (including beneficial holders of shares of ADSs held in the names of NYSE member organizations in addition to holders of record) should fall below 1,200 and the average monthly trading volume of shares of the ADSs for the most recent 12 months should be less than 100,000 ADSs, (ii) the number of publicly held ADSs should fall below 600,000 (exclusive of the holdings of officers, directors or their immediate families and other concentrated holdings of 10% or more), (iii) the average global market capitalization over a 30 trading-day period is less than U.S. $75,000,000 and the shareholders’ equity is less than U.S. $75,000,000, (iv) the average global market capitalization over a 30 trading-day period is less than U.S. $25,000,000, (v) the average closing price of an ADS is less than $1.00 over a 30 trading-day period, (vi) an intent to file under any of the sections of the bankruptcy law has been announced or a filing has been made and Asur is committed to proceed, (vii) the ADSs are no longer registered under the Exchange Act, or (viii) the number of holders of ADSs (including beneficial holders of ADSs held in the names of NYSE members organizations in addition to holders of record) should fall below 400.

If the NYSE were to delist the ADSs, it is possible that the ADSs would continue to trade on other securities exchanges or in the over-the-counter market and that price quotations would be reported by such exchanges or through the Nasdaq Stock Market, Inc.’s National Market System or other sources. However, the extent of the public market for the ADSs and the availability of such quotations would depend upon such factors as the number of shareholders or the aggregate market value of the ADSs remaining at such time, the interest in maintaining a market in the ADSs on the part of securities firms, the possible termination of registration under the Exchange Act (as described below) and other factors.

Possible Delisting from the Mexican Stock Exchange. According to the Mexican Stock Exchange, a public company must comply with the following requirements in order to maintain its registration before the Registro Nacional de Valores (“RNV”) (i.e., the Mexican National Securities Registry): (i) a minimum public float of 12% and (ii) at least 100 investors within the general public. Compliance with the financial condition of the company must be confirmed semiannually and compliance with the other requirements must be confirmed annually by the Mexican Stock Exchange. If a company does not comply with these requirements, then the CNBV could require such company to submit a program to remedy its default within 40 Mexican business days. If the company does not comply with such program, then the Mexican Stock Exchange may temporarily suspend quotation of the company’s shares and may ultimately suspend quotation permanently. If, following the consummation of the Offers, Asur is required to delist the Series B Shares from the Mexican Stock Exchange, then, to the extent required under Mexican regulations, prior to the deregistration of the Series B Shares from the RNV, and their delisting from the Mexican Stock Exchange, we will deposit in a trust for a period of at least six months the funds, in Mexican pesos, that would be required to purchase all the Asur securities outstanding after the Offers, other than those owned by us, at the same Mexican peso price paid in the Mexican Offer.

Market for Shares. The purchase of Securities pursuant to the Offers will reduce the number of Securities that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining shares of Securities held by the public.

Exchange Act Registration. The ADSs and Series B Shares are each currently registered under the Exchange Act. We presently anticipate that Asur will continue to maintain such registration under the Exchange Act. Such registration may be terminated, however, upon application of Asur to the SEC if the Securities are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration under the Exchange Act would substantially reduce the information required to be furnished by Asur to its shareholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to Asur, such as the requirement to furnish an annual report to shareholders. Furthermore, the ability of “affiliates” of Asur and persons holding “restricted securities” of Asur to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or eliminated.

Margin Regulations. The ADSs are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System, which regulations have the effect, among other things, of allowing brokers to extend credit on the collateral of ADSs for the purpose of buying, carrying or trading in securities (“Purpose Loans”). Depending upon factors, such as the number of record holders of ADSs and the number and market value of publicly held shares of ADSs, following the purchase of shares of ADSs pursuant to the Offers, the ADSs might no longer constitute “margin securities” for purposes of the Federal Reserve Board’s margin regulations and, therefore, could no longer be used as collateral for Purpose Loans made by brokers.

CERTAIN TAX CONSIDERATIONS

Material U.S. Federal Income Tax Consequences

TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS DOCUMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

The following is a discussion of certain material United States federal income tax consequences of the U.S. Offer to holders of Securities whose Securities are tendered and accepted for payment pursuant to the U.S. Offer. The discussion is for general information only and does not purport to consider all aspects of United States federal income taxation that might be relevant to holders of Securities. The discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary regulations promulgated thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with retroactive effect. The discussion applies only to holders of Securities who hold their Securities as capital assets within the meaning of Section 1221 of the Code.

This discussion does not apply to Securities received pursuant to the exercise of employee stock options or otherwise as compensation, or to certain types of holders who may be subject to special tax treatment (including, for example, insurance companies, regulated investment companies, common trust funds, tax-exempt organizations, real estate investment trusts, grantor trusts, dealers or traders in securities or currencies, holders that have a “functional currency” other than the U.S. dollar, banks or other financial institutions, holders who have acquired the Securities as part of a straddle, hedge, conversion transaction or other integrated investment, or persons who own or owned, directly or indirectly, 10% or more of the total combined voting power of all classes of stock of Asur entitled to vote).

Except as specifically set forth herein, this discussion does not consider the effect of any foreign, state or local tax laws nor does it discuss the United States federal income tax consequences to any holder of Securities who, for United States federal income tax purposes, is not a “U.S. Holder” (as defined below). Furthermore, estate and gift tax issues are not addressed herein. As used in this discussion, the term “U.S. Holder” means a beneficial owner of Securities that is any of the following for United States federal income tax purposes:


	•	an individual who is a citizen or resident of the United States;

	•	a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any State or the District of Columbia;

	•	an estate the income of which is subject to United States federal income taxation regardless of its source; or

	•	a trust, if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

A Non-U.S. Holder is a person (other than a partnership) that is not a U.S. Holder (“Non-U.S. Holder”).

If a partnership or other entity treated as a pass-through for United States federal income tax purposes holds Securities, the tax treatment of a partner or an owner of such entity will depend upon the status of the partner or the owner of such entity and the activities of the partnership or such entity. If a U.S. Holder is a partner of a partnership holding Securities or an owner of another entity holding Securities which is treated as a pass-through for United States federal income tax purposes, such holder is urged to consult its tax advisors.

Sale of Series B Shares and/or ADSs. Subject to the discussion of passive foreign investment company rules below, the sale of Securities for cash pursuant to the U.S. Offer will be a taxable transaction for United States federal income tax purposes and possibly for state, local and foreign income tax purposes as well. In general, a U.S. Holder who sells Securities pursuant to the U.S. Offer will recognize gain or loss for United States federal income tax purposes equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Securities sold pursuant to the U.S. Offer. Gain or loss will be determined separately for each block of Securities (i.e., Securities acquired at the same cost in a single transaction) tendered pursuant to the U.S. Offer. Such gain or loss will be long-term capital gain or loss provided that a U.S. Holder’s holding period for such Securities is more than one year at the time of the consummation of the U.S. Offer. Long-term capital gains recognized by an individual upon a disposition of Securities are eligible for reduced rates of taxation (currently at a rate of 15%). Certain limitations apply to the deductibility of a U.S. Holder’s capital losses.

Gain, if any, realized by a U.S. Holder on the sale or other disposition of Securities generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently, if a Mexican withholding tax is imposed on the sale or other disposition of Securities, a U.S. Holder that does not receive significant foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of these Mexican taxes. U.S. Holders are urged to consult their own tax advisors as to the application of the foreign tax credit rules to their disposition of Securities.

The conversion of ADSs by U.S. Holders in exchange for Series B Shares will not be taxable for United States federal income tax purposes. U.S. Holders should take an adjusted tax basis in the Series B Shares immediately after such exchange equal to their adjusted tax basis immediately before such exchange in the ADSs exchanged therefor, plus the amount of the fee paid to the U.S. Receiving Agent in order to effectuate such conversion.

Subject to the discussion below under “Information Reporting and Backup Withholding”, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain realized on the sale or exchange of such Securities unless (1) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States or (2) in the case of any gain realized by an

individual Non-U.S. Holder, such holder is present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met.

Passive Foreign Investment Company. A sale or other disposition may result in adverse tax consequences if we are a “passive foreign investment company” (a “PFIC”). In general, a foreign corporation will be treated as a PFIC for any taxable year if either (i) 75% or more of its gross income constitutes “passive income”, or (ii) 50% or more of the average value of its assets consists of assets that produce passive income or that are held for the production of passive income. Look through rules apply for the purposes of determining whether income received from a related party is treated as active or passive. Additional rules treat a corporation that owns 25% or more by value of the shares of a subsidiary corporation as owning a proportionate share of the subsidiary corporation’s assets and as receiving directly a proportionate share of the subsidiary’s income.

The proper interpretation of the PFIC rules is not altogether clear, especially with regard to determining whether the type of income earned by Asur is passive income. However, based on an interpretation of available authorities and on information provided in Asur’s Annual Report, ITA does not believe that Asur should be treated as a PFIC for U.S. federal income tax purposes for the period covered therein. The determination as to whether a foreign corporation is a PFIC is a complex determination that is based on all of the relevant facts and circumstances and that involves weighing a number of factors. Further, this determination must be tested annually and a corporation’s circumstances may change. As a result, there can be no assurance that the IRS will not contend, and that a court will not ultimately hold, that Asur has been or will be a PFIC. U.S. Holders are urged to consult with their own tax advisors regarding whether Asur will be a PFIC and the consequences if Asur is a PFIC.

Information Reporting and Backup Withholding. A U.S. Holder whose Securities are purchased in the U.S. Offer may be subject to information reporting. In addition, a U.S. Holder of Securities may be subject to backup withholding at the rate of 28% on the proceeds from the sale of Securities pursuant to the U.S. Offer unless such holder is an exempt recipient (such as a corporation) or provides the respective U.S. Receiving Agent or Bancomer with the holder’s correct taxpayer identification number and certifies that such holder is exempt from or otherwise not subject to backup withholding by completing the Substitute Form W-9 included with the ADS Letter of Transmittal. Backup withholding is not an additional tax. The amount of any backup withholding will be allowed as a credit against the United States federal income tax liability of any holder subject to backup withholding. In addition, procedures are available to holders subject to backup withholding to obtain a refund of the amount of any excess backup withholding. For further information concerning backup withholding and instructions for completing the Substitute Form W-9, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9”.

BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, HOLDERS OF SECURITIES ARE URGED TO CONSULT THEIR TAX ADVISORS TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED ABOVE AND THE SPECIFIC TAX CONSEQUENCES OF THE U.S. OFFER TO THEM, INCLUDING THE APPLICATION AND EFFECT OF THE ALTERNATIVE MINIMUM TAX, ESTATE TAX, GIFT TAX, AND ANY STATE, LOCAL AND FOREIGN TAX LAWS AND OF CHANGES IN SUCH LAWS.

Material Mexican Income Tax Consequences

Asur is a company incorporated and existing under the laws of Mexico. Generally, under the Mexican Income Tax Statute (“MITS”), the sale of stock issued by a Mexican company generates Mexican-source income that is subject to income tax in Mexico, without regard to the tax residency of the seller. However, gain from the sale of stock of a Mexican company that is traded over a recognized securities market is exempt from Mexican income tax in certain cases, as described below.

Mexican Residents


	•	Mexican resident individuals who were not Security holders of Asur when its securities became publicly traded. A Mexican resident individual who obtains income from the sale of stock of a Mexican company traded over a recognized securities exchange market designated as such under the Ley de


		Mercado de Valores, which we refer to as the “Mexican Securities Law”, or through a securities exchange market located in a country with which Mexico has entered into a double taxation treaty is exempt from Mexican income tax on such sale. The same tax treatment is applicable to the sale of depositary receipts issued by a non-Mexican financial institution with reference to stock of a Mexican entity, such as the ADSs, that are traded in a non-Mexican recognized securities exchange, located in a country with which Mexico has entered into a double taxation treaty.


	•	Mexican resident individuals who were Security holders of Asur when its securities became publicly traded. Income derived by individuals who were Security holders of Asur when its securities became publicly traded (i.e., Asur registered before the RNV) will qualify for the exemption only if the following conditions are met:


	•	five uninterrupted years have elapsed since the initial public offering of Asur;

	•	at least 35% of the subscribed and paid stock of Asur is publicly traded, as defined by the Mexican administrative regulations issued by the Ministry of Finance and Public Credit;

	•	the tender offer comprises all the classes of stock of Asur and is at the same price per share for all Security holders; and

	•	all Security holders are entitled to accept more favorable offers, without incurring any penalties.

Failure to comply with any of the requirements mentioned above will cause the sale to be taxable for that particular Security holder.


	•	Mexican resident entities. Mexican resident entities will be subject to income tax in Mexico for capital gains derived from the sale of stock over a securities exchange at the Mexican statutory corporate tax rate of 28%.

Non-Mexican Residents

In general, the sale of stock issued by a Mexican company will create Mexican-source income that is taxable to a non-Mexican resident in Mexico. Certain exemptions apply to stock or depositary receipts that are traded over a recognized securities market, as described below:


	•	Non-Mexican resident individuals who were not Security holders of Asur when its securities became publicly traded. The sale of stock by a non-Mexican resident individual in a transaction traded over a recognized securities exchange market designated as such under the Mexican Securities Law or through a recognized securities exchange market located in a country with which Mexico has entered into a double taxation treaty is exempt from income tax in Mexico. The same tax treatment is applicable to depositary receipts issued by a non-Mexican financial institution with reference to stock issued by a Mexican entity, such as the ADSs, that are traded in a non-Mexican securities exchange located in a country with which Mexico has entered into a double taxation treaty.

	•	Non-Mexican resident individuals who were Security holders of Asur when its securities became publicly traded. In tender offers, income obtained by non-Mexican resident individuals who were Security holders of Asur when its securities became publicly traded (i.e., Asur was registered before the RNV) will be exempt if the conditions mentioned above under the caption “Mexican resident individuals — Mexican resident individuals who were Security holders of Asur when its securities became publicly traded” are met. Otherwise, such individual will be taxed.

	•	Non-Mexican resident entities that were not Security holders of Asur when its securities became publicly traded. The sale of stock by a non-Mexican resident entity in a transaction traded over a recognized securities exchange market designated as such under the Mexican Securities law or a recognized securities exchange market located in a country with which Mexico has entered into a double taxation treaty is exempt from income tax in Mexico. The same tax treatment is applicable to depository receipts issued by a non-Mexican financial institution with reference to stock issued by a


		Mexican entity, such as the ADSs, that are traded in a recognized non-Mexican securities exchange located in a country with which Mexico has entered into a double taxation treaty.


	•	Non-Mexican resident entities that were Security holders of Asur when its securities became publicly traded. As in the case of non-Mexican resident individuals, should a non-Mexican resident entity be a Security holder of Asur at the time its securities became publicly traded, the conditions mentioned above under the caption “— Mexican Residents” will have to be met in order for the sale in a public tender offer to be exempted from income tax in Mexico.

For Asur Series B Shares acquired on or after January 1, 2002 under the MITS, for purposes of computing taxable income, the tax basis in Series B Shares of Asur is the tax basis of the Series B Shares being transferred under the normal tax basis rules as provided in the MITS (i.e., the acquisition price, plus (minus) certain adjustments).

For Asur Series B Shares placed among the public at large acquired before January 1, 2002, under applicable regulations, for purposes of computing taxable income, the taxpayer can opt to apply the tax basis of the Series B Shares being transferred under the normal tax basis rules as provided in the MITS, or to apply as tax basis the average of the last twenty two transactions realized with such Series B Shares during 2001. If such transactions are “unusual” with regards to the number and volume of transactions realized, then the taxpayer must take into consideration the last stock quotes of the day of the last six months of 2001.

Mexican Withholding Tax Consequences


	•	Withholding tax consequences for non-Mexican residents. If the sale is taxable to a non-Mexican resident (whether such resident is an individual or an entity), when the “acquirer of the stock” is a Mexican resident or a foreign resident with a permanent establishment in Mexico, the acquirer will have to withhold 25% of the gross income derived from the transaction. Alternatively, the acquirer may withhold 28% on the gain when the seller has a legal representative in Mexico, opts to pay a 28% tax rate on the gain derived from the transaction, and complies with the requirements under the MITS regulations.

	•	Withholding tax consequences for Mexican resident individuals. If the sale is taxable to an individual Mexican resident, when the “acquirer of the stock” is a Mexican resident or a foreign resident with a permanent establishment in Mexico, the acquirer will have to withhold 20% of the gross income derived from the transaction. Alternatively, the acquirer may withhold less if the seller gives a notice to the acquirer stating that the transaction will generate a lower tax and files an certified accountant’s report complying with the requirements pursuant to the regulations of the MITS.

	•	Withholding tax consequences for Mexican resident entities. Under the MITS, the “broker in charge of the sale” has no obligation to withhold from the proceeds of the sale payable to a Mexican resident entity.

Withholding tax consequences for U.S. beneficiaries of the U.S.-Mexican Tax Treaty. Mexico has entered into certain treaties to avoid double taxation, pursuant to which Mexico will not tax capital gains in certain cases, if the effective beneficiary is resident of a country with which Mexico has entered into such a treaty, provided the procedural provisions set forth in the treaty and the MITS are fulfilled, including any obligation to request a registration, prove its tax residence, file an accountant’s report and appoint a legal representative. In the case of the U.S.-Mexico Treaty, Mexico will be precluded from imposing taxes on capital gains, unless any of the following cases apply: (i) 50% or more of the value of such Mexican entity’s shares is represented by real estate situated in Mexico; (ii) the U.S. holder owned more than 25% of the outstanding shares (including ADSs) of Asur, directly or indirectly, during the preceding 12-month period; or (iii) the gain is attributable to a permanent establishment of the U.S. holder in Mexico. The application of the treaty will override any Mexican internal provision in this respect.

BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE APPLICABILITY OF THE RULES DISCUSSED ABOVE TO YOU AND THE PARTICULAR TAX EFFECTS TO YOU OF THE OFFERS.

DEALER MANAGER, INFORMATION AGENT, U.S. RECEIVING AGENT AND OTHER EXPENSES

Except as set forth below, Purchaser will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of, or making recommendations regarding, the Securities pursuant to the U.S. Offer.

We have retained Credit Suisse Securities (USA) LLC to act as the Dealer Manager in connection with the tender of the Securities in the U.S. Offer. The Dealer Manager may make reasonable efforts to solicit tenders of Securities pursuant to the U.S. Offer and communicate generally regarding the U.S. Offer with brokers, dealers, commercial banks and trust companies and other holders of Securities, as well as the depositary and Information Agent. The Dealer Manager will receive reasonable and customary compensation for its services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith.

We have retained The Bank of New York to act as the U.S. Receiving Agent in connection with the tender of the Series B Shares and ADSs in the U.S. Offer. We have retained Casa de Bolsa Credit Suisse (México), S.A. de C.V. to act as the Mexican Receiving Agent (the “Mexican Receiving Agent”) in connection with the tender of the Series B Shares in the Mexican Offer. The U.S. Receiving Agent and the Mexican Receiving Agent have not been retained to make solicitations or recommendations in their respective roles as U.S. Receiving Agent and Mexican Receiving Agent. The U.S. Receiving Agent and the Mexican Receiving Agent will receive reasonable and customary compensation for their respective services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the U.S. federal securities laws.

We have retained Georgeson, Inc. to act as the Information Agent in connection with the U.S. Offer. The Information Agent may contact holders of Securities by mail, telephone, facsimile, and personal interviews and may request brokers, dealers and other nominee Security holders to forward materials relating to the U.S. Offer to beneficial owners. The Information Agent will receive reasonable and customary compensation for its services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the U.S. federal securities laws.

Brokers, dealers, commercial banks and trust companies will be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers.

Credit Suisse Securities (USA) LLC and Promecap, S.C. are exclusive financial advisors in the Offers.

CERTAIN LEGAL MATTERS; REGULATORY APPROVALS

As of the date hereof, AAI-1 and Purchaser have obtained the regulatory approvals necessary to consummate the Offers from the CNBV, SEC, the Mexican Ministry of Communications and Transport (Secretaría de Comunicaciones y Transportes or the “SCT”) and the Mexican Antitrust Commission.

Based on our examination of publicly available information filed by Asur with the SEC and other publicly available information concerning Asur, except for actions or approvals by the SEC, CNBV, SCT, and the Mexican Antitrust Commission, we are not aware of:


	•	any governmental license or regulatory permit that appears to be material to Asur’s business that might be adversely affected by our acquisition of Securities as contemplated herein;

	•	any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Securities by us as contemplated herein; or

	•	any approval or other action by any government or governmental administrative regulatory authority or agency, domestic or foreign, or any consent, waiver or other approval that would be required as a result of or in connection with the U.S. Offer.

Should any such approval or other action be required, we currently contemplate that such approval or other action will be sought. We are unable to predict whether such approval or other action may determine that we are required to delay the acceptance for payment of or payment for Securities tendered pursuant to the U.S. Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that if such approvals were not obtained or such other actions were not taken adverse consequences might not result to Asur’s business or certain parts of Asur’s business might not have to be disposed of. Our obligation under the U.S. Offer to accept for payment and pay for Securities is subject to the Offer Conditions as described above under the caption “THE U.S. OFFER — Certain Conditions to the U.S. Offer”. None of the Offer Conditions shall have occurred or be continuing or if so, such Offer Conditions shall have been waived, on or before the Expiration Date.

Exemptive relief. In order to facilitate the making of the U.S. Offer, we have requested from the SEC relief with respect to certain rules promulgated under the Exchange Act. In particular, we have requested the following:


	•	exemptive relief from the provisions of Rule 14d-10(a)(1) under the Exchange Act to permit the dual U.S. and Mexican offer structure described in this Offer to Purchase; and

	•	exemptive relief from the provisions of Rule 14e-5 under the Exchange Act to permit Purchaser to purchase or arrange to purchase Series B Shares pursuant to the Mexican Offer during the period in which the U.S. Offer is open.

On May 9, 2007 the SEC granted the relief described above.

INFORMATION REGARDING ASUR

General

The information contained in this Offer to Purchase regarding Asur is derived from or is based upon reports and other documents on file with the SEC, including Asur’s Annual Report, and other publicly available data. Although we do not have any knowledge that would indicate that any statements contained herein based on such reports or documents are untrue, we do not take any responsibility for the accuracy or completeness of the information contained in such reports and other documents or for any failure by Asur to disclose events that may have occurred and may affect the significance or accuracy of any such information but that are unknown to us.

Asur is subject to the informational requirements of the Exchange Act. Accordingly, Asur files reports and other information with the SEC. Asur also furnishes to its shareholders annual reports, which include financial statements audited by its independent certified public accountants, and other reports which the law requires Asur to send to its shareholders. You may read and copy any reports or other information that Asur files with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549 or at the website maintained by the SEC at http://www.sec.gov. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. These reports and other information may also be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005. As a foreign private issuer, Asur is not required to furnish proxy statements to holders of Series B Shares or ADSs.

According to Asur’s Annual Report, Asur is a sociedad anónima bursátil de capital variable organized under the laws of Mexico. Asur was incorporated in 1998 as part of the Mexican government’s program for the opening of Mexico’s airports to private-sector investment. The duration of Asur’s corporate existence is indefinite. Asur is a holding company and conducts all of its operations through its subsidiaries. Asur’s registered office is located at Bosque de Alisos No. 47A-4, Bosques de las Lomas, CP 05120 Mexico, D.F., Mexico, and its telephone number is + 52 55 5284 0400. Asur, through its subsidiaries, holds concessions to operate, maintain and develop nine airports in the southeast region of Mexico for a period of fifty years from November 1, 1998. As operator of these airports, Asur charges airlines, passengers and other users fees for the use of the airports’ facilities. Asur also derives rental and other income from commercial activities conducted

at its airports, such as the leasing of space to restaurants and retailers. Asur’s concessions include the concession for Cancún airport, the second busiest airport in Mexico in 2005 in terms of passenger traffic, according to the Mexican Airport and Auxiliary Services Agency. Asur also holds concessions to operate the airports in Cozumel, Huatulco, Mérida, Minatitlán, Oaxaca, Tapachula, Veracruz and Villahermosa.

Financial Budgets and Other Information

Mr. Chico, as the Chairman of Asur’s board of directors and CEO of Asur, and as the owner of 51% of the outstanding capital stock of ITA, the controlling shareholder of Asur, has routinely been given access to non-public management budgets with respect to the possible future performance of Asur (“Asur Budgets”). In addition, pursuant to the Technical Assistance Agreement, Mr. Chico is directly involved in the strategic discussion and business plan preparations of Asur, has direct contact with Asur’s senior management and has access to non-public Asur Budgets.

Asur, does not, as a matter of course, make public budgets as to future sales, earnings or other income statement data, cash flows or balance sheet and financial position information. However, Purchaser, AAI-1 and Mr. Chico have had access to Asur Budgets and accordingly, the following summaries of Asur Budgets are included in this Offer to Purchase. Asur Budgets do not reflect any of the effects of the Offers or other changes that may in the future be deemed appropriate concerning Asur and its assets, business, operations, properties, policies, corporate structure, capitalization and management in light of the circumstances then existing. Purchaser, AAI-1 and Mr. Chico believe that the assumptions upon which Asur Budgets are based were reasonable at the time Asur Budgets were prepared, given the information known by management of Asur at such time.

ASUR BUDGETS WERE NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR COMPLIANCE WITH PUBLISHED GUIDELINES OF THE SEC OR THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS. ASUR BUDGETS DO NOT PURPORT TO PRESENT OPERATIONS OR FINANCIAL CONDITION IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE U.S. THE PROSPECTIVE FINANCIAL INFORMATION INCLUDED IN THIS OFFER TO PURCHASE HAS BEEN PREPARED BY, AND IS THE RESPONSIBILITY OF, ASUR’S MANAGEMENT. ASUR BUDGETS ARE IN GENERAL PREPARED SOLELY FOR INTERNAL USE AND CAPITAL BUDGETING AND OTHER MANAGEMENT DECISIONS AND ARE SUBJECTIVE IN MANY RESPECTS AND THUS SUSCEPTIBLE TO INTERPRETATIONS AND PERIODIC REVISION BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENTS. ASUR BUDGETS ARE INCLUDED IN THIS OFFER TO PURCHASE ONLY BECAUSE SUCH INFORMATION WAS AVAILABLE TO PURCHASER, AAI-1 AND MR. CHICO. THESE BUDGETS ARE FORWARD-LOOKING STATEMENTS AND ARE BASED ON THEN-CURRENT EXPECTATIONS, BUDGETS AND ASSUMPTIONS OF ASUR’S MANAGEMENT AND INVOLVE RISKS AND UNCERTAINTIES, SOME OF WHICH ARE OUTSIDE ASUR’S CONTROL, THAT WOULD CAUSE ACTUAL OUTCOMES AND RESULTS TO DIFFER MATERIALLY FROM CURRENT EXPECTATIONS. THESE RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHER THINGS, CHANGES IN GENERAL ECONOMIC CONDITIONS, NATURAL DISASTERS, AN INCREASE IN INTERNATIONAL PETROLEUM PRICES, A DECREASE IN PASSENGER TRAFFIC, CUSTOMER ATTRITION AND INCREASED COMPETITION. FOR A DISCUSSION OF RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS, PLEASE REFER TO ASUR’S FILINGS WITH THE SEC, INCLUDING THE INFORMATION INCLUDED UNDER “ITEM 3” IN ASUR’S ANNUAL REPORT. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE ASSUMPTIONS MADE IN PREPARING ASUR BUDGETS WILL PROVE ACCURATE OR THAT ASUR BUDGETS WILL BE REALIZED. IT IS EXPECTED THAT THERE WILL BE DIFFERENCES BETWEEN ACTUAL AND BUDGETED RESULTS, AND ACTUAL RESULTS MAY BE MATERIALLY GREATER OR LESSER THAN THOSE CONTAINED IN ASUR BUDGETS. THE INCLUSION OF ANY OF ASUR BUDGETS HEREIN SHOULD NOT BE REGARDED AS AN INDICATION THAT PURCHASER, AAI-1, MR. CHICO OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES

CONSIDERED OR CONSIDER ANY OF ASUR BUDGETS TO BE A RELIABLE PREDICTION OF FUTURE EVENTS, AND NONE OF ASUR BUDGETS SHOULD BE RELIED UPON AS SUCH. NONE OF PURCHASER, AAI-1, MR. CHICO, ASUR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATIONS TO ANY PERSON REGARDING THE ULTIMATE PERFORMANCE OF ASUR COMPARED TO THE INFORMATION CONTAINED IN ASUR BUDGETS, AND NONE OF THEM INTENDS TO UPDATE OR OTHERWISE REVISE ASUR BUDGETS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING ASUR BUDGETS ARE SHOWN TO BE IN ERROR.

ASUR BUDGETS HAVE BEEN PREPARED BY, AND ARE THE RESPONSIBILITY OF, ASUR’S MANAGEMENT. PRICEWATERHOUSECOOPERS S.C., ASUR’S INDEPENDENT ACCOUNTANTS, HAS NEITHER EXAMINED NOR COMPILED ASUR BUDGETS AND, ACCORDINGLY, PRICEWATERHOUSECOOPERS S.C. DOES NOT EXPRESS AN OPINION OR ANY OTHER FORM OF ASSURANCE WITH RESPECT THERETO.


	2007 Budget
	(In 000s Dec 07 Pesos)

Total Revenues		2,612,938
EBITDA		1,488,791
Net Profit		537,440
Capex (in current pesos)		985,253

Source: Based on Asur Budget January 2007

Bylaws

ITA, of which Mr. Chico owns 51%, holds Series BB Shares representing 15% of Asur’s capital stock through a trust. Pursuant to Asur’s bylaws, as amended and restated on April 27, 2006, and as Asur’s “Strategic Partner” pursuant to the Participation Agreement, dated December 18, 1998, as amended, entered into among Asur, CPH, ITA and various other parties (the “Participation Agreement”), ITA has the right to appoint two members of the board of directors of Asur, currently Mr. Chico and Mr. Rasmus Christiansen. The members of the board of directors of Asur appointed by ITA have the following rights: (i) propose the candidates for the CEO of Asur to the board of directors, (ii) remove the CEO of Asur, (iii) appoint and remove half of the first level officers of Asur, (iv) appoint two members of the Operating Committee and at least one member of the Acquisitions and Contracts Committee, and (v) the determine the conformation of the Operating Committee. Additionally, ITA has the following negative control/veto rights in Asur: (a) approval of the financial statements, (b) early liquidation or wind-up of Asur, (c) increases or decreases of capital, (d) declaration and payment of dividends, (e) amendments of Asur’s bylaws, (f) mergers, spin offs or splits of shares, (g) the granting of or modification of special rights to every series of shares, and (h) any decision that results in the amendment or annulment of any resolution adopted by the board of directors of Asur. The foregoing rights shall remain in effect as long as Series BB Shares represent at least 7.65% of the outstanding capital stock of ASUR and the Technical Assistance Agreement is in effect, which are proposed to be the case after the consummation of the Offers and the Reorganization of ITA.

Capital Stock

According to Asur’s Annual Report filed with the SEC, there were, at the time of such report, 255,000,000 Series B Shares outstanding (including those in the form of ADSs) and 45,000,000 Series BB Shares outstanding.

Price Range of Securities

Price Range for Series B Shares. The Series B Shares are listed and traded on the Mexican Stock Exchange under the symbol “ASUR”. The following table sets forth, for the periods indicated, the quarterly high, low and average per Series B Share closing prices of the Series B Shares in Mexican pesos. The following information reflects nominal Mexican peso amounts as of the trade dates and has not been restated in constant Mexican pesos.


	Mexican Stock Exchange Pesos per Share
	High		Low		Average

Calendar Year 2005
First Quarter	Ps.	$36.60	Ps.	$28.72	Ps.	$31.95
Second Quarter		34.81		31.77		33.04
Third Quarter		44.68		33.50		39.17
Fourth Quarter		42.84		32.64		35.87
Calendar Year 2006
First Quarter	Ps.	$36.85	Ps.	$30.63	Ps.	$34.14
Second Quarter		42.82		35.37		39.16
Third Quarter		42.03		33.67		38.07
Fourth Quarter		49.07		40.09		44.64
Calendar Year 2007
First Quarter	Ps.	$52.42	Ps.	$46.30	Ps.	$49.16
Second Quarter to May 10, 2007		54.69		52.73		53.43

Note: Based on Closing Price.

On May 10, 2007, the last practicable full day of trading on the Mexican Stock Exchange prior to the printing of this Offer to Purchase, the reported closing sales price of the Series B Shares was Ps. $53.36, or U.S. $4.93, per Series B Share, using the Quoted Exchange Rate of Ps. $10.8178 to U.S. $1.00 on May 10, 2007. Holders of Series B Shares are urged to obtain a current market quotation for the Series B Shares.

The U.S. Offer price of Ps. $56.00 per Series B Share will be paid in U.S. dollars based on the Applicable Exchange Rate. On May 10, 2007, the last practicable trading day prior to printing this Offer to Purchase, the Quoted Exchange Rate was Ps. $10.8178 per U.S. $1.00. Exchange rates are subject to fluctuation. Holders are urged to obtain a current market quotation of the exchange rate of Mexican pesos to U.S. dollars.

The offering price represents a premium of 15.0% above the one month volume weighted average price of the Series B Shares as of the last trading day before we announced our intention to commence the U.S. Offer to the board of directors of Asur, a premium of 12.9% above the closing price of the Series B Shares as of the last trading day before we announced our intention to commence the U.S. Offer to the board of directors of Asur, and a premium of 4.9% above the May 10, 2007 market price of the Series B Shares.

Price range of ADSs. The ADSs are listed and traded on the NYSE under the symbol “ASR”. Each ADS represents ten Series B Shares. The following table sets forth, for the periods indicated, the quarterly high, low and average closing prices of the ADSs in U.S. dollars.


	New York Stock Exchange U.S. Dollars per ADS
	High		Low		Average

Calendar Year 2005
First Quarter	$	33.26	$	25.12	$	28.57
Second Quarter		32.44		28.81		30.16
Third Quarter		41.40		32.05		36.73
Fourth Quarter		40.00		30.20		33.50
Calendar Year 2006
First Quarter	$	34.45	$	29.17	$	32.21
Second Quarter		38.90		31.16		35.13
Third Quarter		38.20		30.78		34.74
Fourth Quarter		45.05		37.17		41.05
Calendar Year 2007
First Quarter	$	47.55	$	41.36	$	44.50
Second Quarter to May 10, 2007		50.33		47.96		48.70

Note: Based on Closing Price.

On May 10, 2007, the last practicable full day of trading on the Mexican Stock Exchange prior to the printing of this Offer to Purchase, the reported closing sales price of the ADSs was U.S. $49.15, or Ps. $531.69, per ADS using the Quoted Exchange Rate of Ps. $10.8178 per U.S. $1.00 on May 10, 2007. Holders of ADSs are urged to obtain a current market quotation for the ADSs.

The U.S. Offer price of Ps. $560.00 per ADS will be paid in U.S. dollars based on the Applicable Exchange Rate. On May 10, 2007, the last practicable full trading days prior to the printing of this Offer to Purchase, the Quoted Exchange Rate was Ps. $10.8178 per U.S. $1.00. Exchange rates are subject to fluctuation. Holders are urged to obtain a current market quotation of the exchange rate of Mexican pesos to U.S. dollars.

The offering price represents a premium of 14.6% above the one month volume weighted average price of the ADSs as of the last trading day before we announced our intention to commence the U.S. Offer to the board of directors of Asur, a premium of 12.4% above the closing price of the ADSs as of the last trading day before we announced our intention to commence the U.S. Offer to the board of directors of Asur, and a premium of 5.3% above the May 10, 2007 market price of the ADSs.

INFORMATION REGARDING PURCHASER, AAI-1 AND MR. CHICO

Purchaser is a corporation (sociedad anónima de capital variable) formed under the laws of Mexico to serve as an acquisition vehicle for AAI-1 for the purpose of making the Offers, with no current operations other than those incident to the commencement of the Offers. The principal offices of Purchaser are located at Bosque de Alisos 47A-3, Bosques de las Lomas, CP 05120, Mexico D.F., Mexico and its telephone number is +52 55 1105 0800. All of the issued and outstanding capital stock of Purchaser, except for one share, is owned by AAI-1.

Until immediately prior to the time that Purchaser will purchase Securities pursuant to the Offers, it is not anticipated that Purchaser will have any significant assets or liabilities or engage in activities other than those incident to its formation and capitalization and the transactions contemplated by the Offers. Because Purchaser is newly formed and has minimal assets and capitalization, no meaningful financial information regarding Purchaser is available.

AAI-1 is a Mexican corporation (sociedad anónima de capital variable) formed by Mr. Chico for the purposes of forming Purchaser and consummating the Reorganization of ITA. AAI-1’s address is Bosque de Alisos 47A-3, Bosques de las Lomas, CP 05120, Mexico D.F., Mexico and its telephone number at such address is +52 55 1105 0800. Because AAI-1 is newly formed and has minimal assets and capitalization, no meaningful financial information regarding AAI-1 is available. All of AAI-1’s issued and outstanding capital stock except for one share is owned by Mr. Chico. Mr. Chico’s business address is c/o Promecap, S.C., Bosque de Alisos No. 47A-3, Bosques de las Lomas, CP 05120, Mexico, D.F., Mexico and his business telephone at such office is: +52 55 1105 0800. Mr. Chico is a citizen of Mexico. Mr. Chico’s current principal occupation is the founder and President of Promecap, S.C., a sociedad civil organized and existing under the laws of Mexico (“Promecap”). Mr. Chico is the Chairman of the board of directors of Asur and currently serves as the CEO of Asur. As the CEO of Asur, Mr. Chico cannot be removed from such position without the consent of the members of the board of directors of Asur appointed by the Series BB Shares (including Mr. Chico himself).

During the last five years, none of Purchaser, AAI-1, Mr. Chico or, to the best of their knowledge, any of the persons or entities listed in Annex I to this Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or by settlement) that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

Mr. Chico is the beneficial owner of 7,500,010 or approximately 2.9% of Asur’s Series B Shares (including Series B Shares underlying the ADSs), or 2.5% of Asur’s total outstanding capital stock. Mr. Chico is also the indirect owner of 7.65% of Asur’s total outstanding capital stock in the form the Series BB Shares through his 51% ownership of ITA, which owns 45,000,000 Series BB Shares of Asur through a trust, representing 15% of the total outstanding capital stock of Asur. Pursuant to Asur’s bylaws, as amended and restated on April 27, 2006, ITA is entitled to elect two members of Asur’s board of directors, currently Mr. Chico and Mr. Rasmus Christiansen. As discussed above, Asur’s bylaws also provide ITA with certain veto rights with respect to certain corporate actions provided that ITA continues to own Series BB Shares representing at least 7.65% of Asur’s capital stock. Mr. Luis Chico Pardo, Mr. Chico’s brother and a director of ITA, is the beneficial owner of 14,000 ADSs, representing 140,000 Series B Shares. We have been informed that as of the date hereof Mr. Luis Chico intends to tender all of his Securities of Asur into the Offers although he is under no obligation to do so.

Other than Mr. Chico and Mr. Luis Chico Pardo, and except as described in this Offer to Purchase, none of Purchaser, AAI-1 or, to the best of their knowledge, any of the persons or entities listed in Annex I to this Offer to Purchase, or any associate or majority-owned subsidiary of Purchaser, AAI-1 or Mr. Chico or, to the best of their knowledge, any associate or majority-owned subsidiary of any of the persons listed in Annex I to this Offer to Purchase, (i) beneficially owns or has any right to acquire, directly or indirectly, any Securities of Asur and (ii) effected any transaction in the Securities during the past 60 days.

Purchaser and AAI-1 maintain books and records in Mexican pesos and prepare financial statements in Mexican pesos pursuant to Mexican Generally Accepted Accounting Principles. Since Purchaser and AAI-1 have only both been in existence since March 30, 2007, they do not yet have audited or unaudited financial statements. Purchaser and AAI-1 are special purpose vehicles formed in connection with the Offers and have no material assets and liabilities. Mr. Chico has a net worth in excess of U.S. $275,000,000, none of which is derived from illiquid assets or subject to material guarantees or contingencies that may negatively affect Mr. Chico’s net worth.

BACKGROUND OF THE OFFERS; PAST CONTACTS, TRANSACTIONS,
NEGOTIATIONS AND AGREEMENTS

Background of the Offers; Negotiations

Beginning in August, 2006, representatives of Mr. Chico held preliminary discussions with certain parties, including ITA and CPH, to explore a potential dual offer in the United States and Mexico to acquire a significant amount of the outstanding Series B Shares of Asur (including the Series B Shares underlying the ADSs). When these discussions did not result in an agreement to commence the dual offer, discussions were terminated in March, 2007 and Mr. Chico began to explore the feasibility of commencing the Offers without any partners.

In March 2007, Mr. Chico had discussions with CPH regarding the De-Merger, the Conversion and the Purchase and Sale. On March 29, 2007, Mr. Chico and CPH executed the De-Merger Letter Agreement.

On March 29, 2007, Mr. Chico, AAI-1 and Purchaser delivered a letter and made a presentation to the board of directors of Asur indicating their intention to commence the Offers.

On March 30, 2007, Mr. Chico formed AAI-1. All of AAI-1’s issued and authorized capital stock is owned by Mr. Chico, except for one share.

On March 30, 2007, AAI-1 formed Purchaser to conduct the Offers. All of Purchaser’s issued and outstanding capital stock is owned by AAI-1, except for one share.

On March 30, 2007, Asur announced Mr. Chico’s intention to commence the Offers in a press release.

On April 26, 2007, the board of directors of Asur approved an amendment to the Participation Agreement that was requested by the SCT in connection with its approval of the Mexican Offer. The amendment, dated April 30, 2007, eliminated a general restriction on shareholders of Asur that prohibited any shareholder from, individually or collectively with a group of “related parties” (as defined in the Participation Agreement), voting more than 10% of the capital stock of Asur.

On April 27, 2007, the Mexican Antitrust Commission Approved the Mexican Offer.

On April 30, 2007, the SCT approved the Mexican Offer.

On May 9, 2007 the SEC granted exemptive relief with respect to the U.S. Offer.

On May 11, 2007 CNBV approval was received with respect to the Mexican Offer.

We have been informed by Asur that on May 8, 2007, the board of directors of Asur held at board meeting at which they: (i) issued their approval of the Offers pursuant to Asur’s bylaws; (ii) issued their opinion that the price to be paid to tendering holders in the Offers is fair based upon the fairness opinion delivered to the board by J.P. Morgan Securities Inc. at the request of the Special Committee of Asur, which was formed by the Audit Committee of Asur in connection with the Offers; (iii) confirmed that no event of default shall occur under the Technical Assistance Agreement in the event of a change of control of ITA (as defined in the Participation Agreement) in the event that ITA implements the De-Merger as described in this Offer to Purchase; (iv) agreed to amend, restate or re-execute the trust governing the Series BB Shares so that the Series BB Shares held in such trust would be voted in connection with the Distribution Policy in the same way as the majority of the Series B Shares vote in any shareholders meeting of Asur; and (v) approved, subject to consummation of the Offers, the Capex and Working Capital Facility.

On May 14, 2007 Purchaser commenced the Offers.

Past Transactions and Material Contracts

As discussed above, pursuant to the De-Merger Letter Agreement, Mr. Chico and CPH have agreed to the De-Merger, the Conversion and the Purchase and Sale.

MISCELLANEOUS

Purchaser is not aware of any jurisdiction where the making of the U.S. Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. The U.S. Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Securities in any jurisdiction in which the making of the U.S. Offer or the acceptance of Securities would not be in compliance with the laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the U.S. Offer to be made by a licensed broker or dealer, the U.S. Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers which are licensed under the laws of such jurisdiction.

No person has been authorized to give any information or make any representation on behalf of Purchaser not contained in this Offer to Purchase or in the ADS Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

Purchaser has filed with the SEC the Schedule TO, together with exhibits, pursuant to Section 14(d)(1) of the Exchange Act and Rule 14d-3 promulgated thereunder, furnishing certain additional information with respect to the U.S. Offer, and may file amendments thereto. The Schedule TO and any amendments thereto, including exhibits, may be inspected at, and copies may be obtained in the manner described under the caption “INFORMATION REGARDING ASUR — General”.

Agrupación Aeroportuaria Internacional II, S.A. de C.V.

Agrupación Aeroportuaria Internacional I, S.A. de C.V.

Fernando Chico Pardo

May 14, 2007

ANNEX I — INFORMATION CONCERNING MR. CHICO AND THE DIRECTORS

AND EXECUTIVE OFFICERS OF PURCHASER AND AAI-1

1. Fernando Chico Pardo. Mr. Chico’s current principal occupation is the founder and president of Promecap, S.C., a financial services firm, which occupation he has held since 1997 until the present. Mr. Chico’s business addresses and telephone is that of Promecap, S.C. at Bosque de Alisos No. 47A-3, Bosques de las Lomas, CP 05120, Mexico, D.F., Mexico, +52 55 1105 0800. From April 28, 2005 to the present Mr. Chico has been the Chairman of the Board of Directors of Asur, with principal offices at Bosque de Alisos No. 47A-4, Bosques de las Lomas, CP 05120 Mexico, D.F., Mexico. Mr. Chico has also served as the CEO of Asur since January 2007. Since 2004, Mr. Chico has been a member of the Board of Directors of ITA, the principal offices of which are located at Bosque de Alisos No. 47A-4, Bosques de las Lomas, CP 05120, Mexico D.F., Mexico and the telephone number at such office is: +52 55 5284 0488. Mr. Chico has also been a member of the boards of directors, among others, of (i) Grupo Carso, S.A. de C.V. (Miguel de Cervantes Saavedra #255, Ampliación Granada, CP 11500, Mexico, D.F., Mexico; +(52) 55 5328 5800) since 1987; (ii) Grupo Financiero Inbursa, S.A. de C.V. (Paseo de las Palmas No. 736, Lomas de Chapultepec, CP 11000, Mexico, D.F., Mexico; + 52 55 5625 4900) since 1992; (iii) Grupo Posadas, S.A. de C.V. (Paseo de la Reforma 155 PH, Colonia Lomas de Chapultepec, CP 11000, Mexico, D.F., Mexico; + 52 55 5326 6700) since 1995; (iv) Sanborns Hermanos, S.A. de C.V. (Calvario #100, Tlalpan, CP 14000, Mexico, D.F., Mexico; + 52 55 5325 9800) since 1992; and (v) Sears Roebuck de México, S.A. (Vasco de Quiroga #3800, Santa Fe, Antigua Mina Totolapa, CP 05109, Mexico, D.F., Mexico; + 52 55 5257 9300) since 1997.

2. Directors of Purchaser. Other than Mr. Chico, who is the Sole Administrator of Purchaser, Purchaser has no directors.

3. Executive Officers of Purchaser. Purchaser has no executive officers.

4. Directors of AAI-1. Other than Mr. Chico, who is the Sole Administrator of AAI-1, AAI-1 has no directors.

5. Executive Officers of AAI-1. AAI-1 has no executive officers.

ANNEX II — PROCEDURES FOR TENDERING INTO THE MEXICAN OFFER

IF YOU CHOOSE TO TENDER YOUR SERIES B SHARES INTO THE MEXICAN OFFER YOUR RIGHTS WITH RESPECT TO YOUR TENDERED SERIES B SHARES WILL BE GOVERNED BY MEXICAN LAWS AND REGULATIONS AND YOU WILL NOT HAVE THE BENEFIT OF THE TENDER OFFER RULES UNDER THE EXCHANGE ACT.

In the Mexican Offer, Purchaser is offering to purchase, together with Securities purchased in the U.S. Offer, an aggregate of 127,950,001 of the outstanding Series B Shares of Asur (including by purchase of ADSs). In the aggregate, Purchaser is offering to purchase no more than 127,950,001 Series B Shares (including by purchase of ADSs, each ADS representing 10 Series B Shares) in the Offers, including any Securities tendered by Mr. Chico. The Series B Shares (including Series B Shares underlying the ADSs) sought in the Offers represent approximately 42.65% of the total issued and outstanding capital stock of Asur and will represent approximately 46.18% of the Series B Shares (including Series B Shares underlying the ADSs) after giving effect to the Offers and the Conversion. In addition, after expiration of the Offers, provided that none of the conditions to the Offers shall have occurred and be continuing or if so, such conditions shall have been waived, Mr. Chico expects to acquire an additional 7.35% of the outstanding capital stock of Asur through a corporate reorganization of ITA, of which Mr. Chico owns 51%. Series B Shares may be tendered in the Mexican Offer only by book-entry transfer. If you hold Series B Shares in certificated form you may participate in the Mexican Offer by promptly contacting the Mexican Receiving Agent or a broker, dealer, bank, trust company, financial institution or other nominee (“Custodian”) who is a participant in the book-entry transfer system of Indeval and arrange for the holding by the Mexican Receiving Agent or by such Custodian of the Series B Shares on your behalf in book-entry form. In order for a book-entry transfer to constitute a valid tender of your Series B Shares in the Mexican Offer, the Mexican Receiving Agent must receive a properly completed and duly executed Acceptance Letter from your Custodian accepting the Mexican Offer prior to the expiration date of the Mexican Offer. The Acceptance Letter should be sent to its address located at Casa de Bolsa Credit Suisse (México), S.A. de C.V., Campos Elíseos 345, Piso 9, Chapultepec Polanco, 11560 Mexico, D.F., Mexico. The form Acceptance Letter has been prepared by the Mexican Receiving Agent and will be available to Custodians as of May 14, 2007 from the Mexican Receiving Agent at the above-mentioned address. Neither Purchaser nor the Mexican Receiving Agent will bear any responsibility for a failure to comply with the instructions contained in the Acceptance Letter submitted by the Custodians on behalf of their respective clients. In addition to the delivery of a properly completed and duly executed Acceptance Letter, the corresponding Custodian must transfer the Series B Shares into the account maintained by the Mexican Receiving Agent with Indeval before the Expiration Date.

Any issue relating to the form, validity (including hour of tender and transfer) and the acceptance for payment of the Series B Shares tendered pursuant to the Mexican Offer will be determined by Purchaser, at its sole discretion, and such determination shall be final and binding. Purchaser reserves the right to reject any tender of Series B Shares that in its opinion does not meet the requirements set forth in the Mexican Offer, as well as the right not to pay for Series B Shares that in the opinion of counsel to Purchaser may be considered illegal. In addition, Purchaser reserves the right to waive any irregularity or defect in the tendering of the Series B Shares. Purchaser will have no obligation, nor will the Mexican Receiving Agent, the U.S. Receiving Agent, the Information Agent, the Dealer Manager or any other person related with the Mexican Offer will be under any duty to give notification of any defect or irregularity in tenders or incur any liability for failure to give any such notification.

The purchase price for the Series B Shares accepted for payment pursuant to the Mexican Offer will be paid in Mexican pesos. Holders of Series B Shares who wish to receive Mexican pesos for their Series B Shares instead of U.S. dollars, should have their Custodians tender their Series B Shares in the Mexican Offer.

ADS Letters of Transmittal, properly completed and duly signed, accompanied by ADRs, or in the event of book-entry deliveries, Agent’s Messages, evidencing the tendered ADSs, and all other required documents related to the tender of ADSs in the U.S. Offer should be delivered to the U.S. Receiving Agent. In order to tender by Guaranteed Delivery, prior to the expiration of the U.S. Offer, the U.S. Receiving Agent must receive from an eligible guarantor institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form we have provided, setting forth your name and address, and the amount of ADSs you are tendering and stating that the tender is being made by Notice of Guaranteed Delivery. These documents may be sent by overnight courier, registered or certified mail or (in the case of Notices of Guaranteed Delivery only) facsimile transmission.

The U.S. Receiving Agent for the U.S. Offer is:
The Bank of New York


By Mail:		For Notice of Guaranteed Delivery
The Bank of New York		(for Eligible Institutions only)
Tender & Exchange Department		By Facsimile Transmission:
P.O. Box 11248		212-815-6433
Church Street Station		To Confirm Facsimile Transmission Only:
New York, NY 10286-1248		212-815-6212

By Hand or Overnight Delivery

The Bank of New York

Tender & Exchange Department — 11 West

101 Barclay Street

Receive and Deliver Window — Street Level

New York, NY 10286

DELIVERY OF AN ADS LETTER OF TRANSMITTAL AND ANY CERTIFICATE OR AGENT’S MESSAGE TO AN ADDRESS OTHER THAN THE ADDRESS LISTED ABOVE IS NOT A VALID DELIVERY OF THE ADS LETTER OF TRANSMITTAL, CERTIFICATE OR AGENT’S MESSAGE.

The Acceptance Letter from the Indeval participant who tendered your Series B Shares into the Indeval account of Bancomer for the account of the U.S. Receiving Agent, evidencing the tendered Series B Shares, and all other required documents related to the Series B Shares in the U.S. Offer should be delivered to the U.S. Receiving Agent at the address above.

DELIVERY OF ANY ACCEPTANCE LETTER TO AN ADDRESS OTHER THAN THE ADDRESS LISTED ABOVE IS NOT A VALID DELIVERY OF THE CONFIRMATION.

Questions or requests for assistance or additional copies of this Offer to Purchase, the ADS Letter of Transmittal and any other documents may be directed to the Information Agent at its address and telephone numbers set forth below. A holder of Securities also may contact his or her broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer.

The Information Agent is:

17 State Street, 10th Floor

New York, New York 10004

Banks and Brokers Call (212) 440-9800

All Others Call Toll Free (866) 574-4079

The Dealer Manager is:

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629

U.S.: (800) 318-8219

International: (212) 538-4581

The Exclusive Financial Advisors are:



Promecap, S.C.		Credit Suisse Securities (USA) LLC

EX-99.A.1.II 3 y35033exv99waw1wii.htm EX-99.A.1.II: FORM OF ADS LETTER OF TRANSMITTAL EX-99.A.1.II

ADS LETTER OF TRANSMITTAL
TO TENDER FOR CASH AMERICAN DEPOSITARY SHARES

OF

GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V.

(SOUTHEAST AIRPORT GROUP)

PURSUANT TO U.S. OFFER TO PURCHASE, DATED MAY 14, 2007

AGRUPACIÓN AEROPORTUARIA INTERNACIONAL II, S.A. DE C.V.

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:30 A.M., NEW YORK CITY TIME (8:30 A.M., MEXICO CITY TIME) ON JUNE 12, 2007, UNLESS THE U.S. OFFER IS EXTENDED.

Please deliver this properly completed and duly executed ADS Letter of Transmittal and

accompanying documents to the U.S. Receiving Agent for the U.S. Offer:

The Bank of New York


By Mail:		For Notice of Guaranteed Delivery
The Bank of New York		(for Eligible Institutions Only)
Tender & Exchange Department		Facsimile Transmission:
P.O. Box 11248		(212) 815-6433
Church Street Station		To Confirm Facsimile Transmissions Only:
New York, NY 10286-1248		(212) 815-6212

By Hand or Overnight Courier:

The Bank of New York

Tender & Exchange Department — 11 West

101 Barclay Street

Receive and Deliver Window — Street Level

New York, NY 10286

YOU SHOULD ONLY USE THIS ADS LETTER OF TRANSMITTAL TO TENDER YOUR ADSs IN THE U.S. OFFER. IF YOU HOLD SERIES B SHARES THAT YOU WISH TO TENDER IN THE U.S. OFFER OR THE MEXICAN OFFER YOU SHOULD PROMPTLY CONTACT THE NOMINEE HOLDING THE SERIES B SHARES ON YOUR BEHALF.

DELIVERY OF THIS ADS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THAT LISTED ABOVE, OR TRANSMISSION BY FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF YOUR ADSs.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
THE TABLE BELOW SHALL BE COMPLETED BY ALL TENDERING HOLDERS OF THE ADSs.


DESCRIPTION OF ADSs TENDERED
	Certificate	Number of ADSs
Name and Address of Registered Holder	Number(s)*	Tendered**














* Need not be completed by holders who tender by book-entry transfer.
** Unless otherwise indicated in the column entitled “Number of ADSs Tendered”, a holder will be deemed to have tendered ALL of the ADSs represented by the certificate(s) listed in column 2. (See Instruction 4).

By signing this ADS Letter of Transmittal, you hereby acknowledge that you have received the U.S. Offer to Purchase, dated May 14, 2007 (the “Offer to Purchase”), by Agrupación Aeroportuaria Internacional II, S.A. de C.V. (“Purchaser”), a sociedad anónima de capital variable organized and existing under the laws of the United Mexican States (“Mexico”) and a subsidiary of Agrupación Aeroportuaria Internacional I, S.A. de C.V. (“AAI-1”), a sociedad anónima de capital variable organized and existing under the laws of Mexico, which was formed by Mr. Fernando Chico Pardo (“Mr. Chico”), an individual and citizen of Mexico, and this ADS Letter of Transmittal. The Offer to Purchase together with this ADS Letter of Transmittal constitute the U.S. Offer (the “U.S. Offer”) to purchase for cash, together with a parallel offer taking place in Mexico (described below), an aggregate of 127,950,001 of the outstanding series B shares (the “Series B Shares”), including by purchase of American Depositary Shares, each representing 10 Series B Shares (“ADSs”, and collectively with the Series B Shares, the “Securities”), of Grupo Aeroportuario del Sureste, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized and existing under the laws of Mexico (“Asur”). Simultaneously with the U.S. Offer, Purchaser is offering in Mexico to purchase for cash 127,950,001 of the outstanding Series B Shares of Asur for the same price and on substantially the same terms as the Securities in the U.S. Offer (the “Mexican Offer”, and collectively with the U.S. Offer, the “Offers”). In the aggregate, Purchaser is offering to purchase no more than 127,950,001 Series B Shares (including by purchase of ADSs, each ADS representing 10 Series B Shares) in the Offers. If valid tenders of Securities are received in the Offers exceeding 127,950,001 of the Series B Shares (including Series B Shares underlying the ADSs), proration rules will apply in the Offers as set forth in the Offer to Purchase.

In the U.S. Offer, Purchaser is offering to purchase an aggregate of 127,950,001 of the outstanding Series B Shares, including by purchase of ADSs each representing 10 Series B Shares, at the U.S. dollar equivalent of Ps. $560.00 per ADS held by all ADS holders and at the U.S. dollar equivalent of Ps. $56.00 per Series B Share for Series B Shares held by persons who are non-Mexican resident holders, in each case in cash, less any withholding taxes, if applicable, and without interest thereon. The cash consideration for the Securities accepted for payment pursuant to the U.S. Offer will be converted by the Purchaser from Mexican pesos into U.S. dollars at the U.S. dollar/Mexican peso “ask” rate plus a 0.0050 spread (the “Spread”) published by WMR/Bloomberg, function <WMCO>, at 11:00 a.m. New York City time two days prior to the settlement date of the U.S. Offer (defined as the “Applicable Exchange Rate” in the Offer to Purchase) and delivered to the U.S. Receiving Agent. The U.S. Receiving Agent will remit the U.S. dollar purchase price to holders of Securities who tendered into the U.S. Offer. You will bear all exchange rate risks, costs and a conversion fee equivalent to the Spread.

The Mexican Offer is open to all holders of Series B Shares, including U.S. resident holders. The purchase price for the Series B Shares tendered in the Mexican Offer will be paid in Mexican pesos.

If you hold ADSs and would like to tender the underlying Series B Shares instead of the ADSs you may do so. A holder of ADSs may contact The Bank of New York, as depositary, to surrender its ADSs for delivery of Series B Shares and tender such Series B Shares in the Mexican Offer. However, you will have to pay a fee of up to $0.05 for each ADS surrendered. If you choose to surrender your ADSs for delivery of Series B Shares and tender into the Mexican Offer you

will bear the risk of any fluctuation in the exchange rate after the consummation of the Offers if you later wish to convert your Mexican pesos into U.S. dollars. If you are a non-Mexican resident holder, you can tender your Series B Shares in either the U.S. Offer or the Mexican Offer but not both. Mexican resident holders can only tender their Series B Shares in the Mexican Offer. The conditions to the Mexican Offer are substantially the same as those in the U.S. Offer.

THIS ADS LETTER OF TRANSMITTAL IS TO BE USED ONLY FOR TENDERING AMERICAN DEPOSITARY RECEIPTS (“ADRs”), OR ADSs HELD IN BOOK-ENTRY FORM, IN THE U.S. OFFER. DO NOT USE THIS ADS LETTER OF TRANSMITTAL TO TENDER SERIES B SHARES. IF YOU HOLD SERIES B SHARES THAT YOU WISH TO TENDER IN THE U.S. OFFER, PLEASE READ THE INFORMATION PROVIDED IN THE OFFER TO PURCHASE UNDER THE CAPTION “THE U.S. OFFER — PROCEDURE FOR TENDERING IN THE U.S. OFFER — HOLDERS OF SERIES B SHARES” AND CONTACT THE NOMINEE FOR YOUR SERIES B SHARES AND INSTRUCT YOUR NOMINEE TO TENDER ON YOUR BEHALF.

If you tender your ADSs, and Purchaser accepts the ADSs, this will constitute a binding agreement between you and Purchaser, subject to the terms and conditions set forth in the Offer to Purchase and this ADS Letter of Transmittal. In order to validly tender your ADSs in the U.S. Offer, you must, on or prior to the expiration of the U.S. Offer, do one of the following:


	•	Tender the ADSs by sending a properly completed and duly executed ADS Letter of Transmittal (or facsimile thereof with original signatures) and all other documents required by the ADS Letter of Transmittal, together with the ADRs evidencing the ADSs in proper form for transfer, to the U.S. Receiving Agent at one of its addresses set forth on the back cover of the Offer to Purchase; or

	•	If the ADSs are held in book-entry form, tender the ADSs by following the procedures for book-entry transfer described in the Offer to Purchase under the caption “THE U.S. OFFER — Procedure for Tendering in the U.S. Offer — Holders of ADSs” and by sending a properly completed and duly executed ADS Letter of Transmittal (or facsimile thereof with original signatures), with any required signature guarantees, or an Agent’s Message (as defined below) instead of an ADS Letter of Transmittal, to the U.S. Receiving Agent.

The term “Agent’s Message” means a message, transmitted by The Depository Trust Company (“DTC”) to, and received by, the U.S. Receiving Agent and forming a part of a book-entry confirmation which states that DTC has received an express acknowledgment from the participant tendering the ADSs which are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the ADS Letter of Transmittal and that Purchaser may enforce such agreement against such participant.

If you wish to tender your ADSs, but (1) the ADRs evidencing the ADSs are not immediately available, (2) time will not permit the ADRs evidencing the ADSs or other required documents to reach the U.S. Receiving Agent before the expiration of the U.S. Offer, or (3) the procedure for book-entry transfer cannot be completed before the expiration of the U.S. Offer, a tender of ADSs may be effected by following the guaranteed delivery procedures described in the Offer to Purchase under the caption “THE U.S. OFFER — Procedure for Tendering in the U.S. Offer — Holders of ADSs”.

Only registered holders of the ADSs are entitled to tender their ADSs in the U.S. Offer. If you are a beneficial owner whose ADSs are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your ADSs in the U.S. Offer, you should promptly contact the person in whose name the ADSs are registered and instruct that person to tender on your behalf. If you wish to tender in the U.S. Offer on your own behalf, prior to completing and executing this ADS Letter of Transmittal and delivering the certificate(s) for your ADSs, you must either make appropriate arrangements to register ownership of the ADSs in your name or obtain a properly completed stock power from the person in whose name the ADSs are registered.

In order to properly complete this ADS Letter of Transmittal, you must (1) complete the box entitled “Description of ADSs Tendered”, (2) if appropriate, complete the boxes entitled “Special Issuance Instructions” and/or “Special Delivery Instructions”, (3) sign this ADS Letter of Transmittal by completing the box entitled “Signature(s) Required” and (4) complete and sign the box entitled “Substitute Form W-9”. By completing the box entitled “Description of ADSs Tendered” and signing below, you will have tendered your ADSs for cash on the terms and conditions described in the Offer to Purchase and this ADS Letter of Transmittal. You should read the detailed instructions at the end of this document before completing this ADS Letter of Transmittal.

All references to “U.S. dollars”, “$” and “US$” are to the United States dollar and all references to “Mexican pesos”, “pesos”, and “Ps. $” shall mean the currency which is presently legal tender in Mexico.

BOXES BELOW TO BE CHECKED AS APPLICABLE


o		CHECK HERE IF ADRs REPRESENTING YOUR ADSs ARE BEING TENDERED WITH THIS ADS LETTER OF TRANSMITTAL.

o		CHECK HERE IF THE ADRs REPRESENTING YOUR ADSs HAVE BEEN LOST, DESTROYED OR STOLEN AND YOU REQUIRE ASSISTANCE IN OBTAINING NEW RECEIPTS.

Certificate Number(s): _ _

Number of ADSs Represented: _ _

You may also contact the U.S. Receiving Agent at 1-800-507-9357 to obtain instructions for replacing lost, destroyed or stolen ADRs representing ADSs. (See Instruction 12)

SPECIAL ISSUANCE INSTRUCTIONS

Complete ONLY if the check is to be issued in a name which differs from the name on the surrendered Certificate(s). Issue to:

Name _ _

Address _ _

(Please also complete the attached Substitute Form W-9 AND see instructions regarding signature guarantee. See Instructions 2, 5 and 6)

SPECIAL DELIVERY INSTRUCTIONS

Complete ONLY if the check is to be mailed to some address other than the address reflected above in the section “Description of ADSs Tendered”. Mail to:

Name _ _

Address _ _

Also: Sign and provide your tax ID number on the attached Substitute Form W-9.

YOU MUST SIGN IN THE BOX BELOW.

SIGNATURE(S) REQUIRED

Signature(s) of Registered Holder(s) or Agent

Must be signed by the registered holder(s) EXACTLY as name(s) appear(s) on the Certificate(s) or by person(s) authorized to become the registered holder(s) of Certificates as evidenced by endorsement or stock powers transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer for a corporation acting in a fiduciary or representative capacity, or other person, please set forth full title. See Instructions 2, 5 and 6.

Registered Holder

Title, if Any

Date: _ _ Phone No.: _ _

Address

SIGNATURE(S) GUARANTEED (IF REQUIRED)

See Instruction 2.

Unless the ADRs are surrendered by the registered holder(s), or for the account of a member of a “Signature Guarantee Program” (“STAMP”), Stock Exchange Medallion Program or New York Stock Exchange Medallion Signature Program (an “Eligible Institution”), the above signature(s) must be guaranteed by an Eligible Institution. See Instruction 5.

Authorized Signature

Name of Firm

Address of Firm

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the U.S. Offer, as described in the Offer to Purchase and this ADS Letter of Transmittal, I hereby tender to Agrupación Aeroportuaria Internacional II, S.A. de C.V. (“Purchaser”), a subsidiary of Agrupación Aeroportuaria Internacional I, S.A. de C.V. which was formed by Mr. Fernando Chico Pardo, the number of ADSs described above in the box entitled “Description of ADSs Tendered” for the U.S. dollar equivalent of Ps. $560.00 in cash, less any withholding taxes, if applicable, and without interest thereon, for each ADS tendered, payable in U.S. dollars equivalent to the Mexican Peso price based on the Applicable Exchange Rate, as described in the Offer to Purchase under the caption “THE U.S. OFFER — Terms of this U.S. Offer; Expiration Date”. Capitalized terms used by not defined herein shall have the meaning ascribed to such terms in the Offer to Purchase.

Subject to and effective upon the acceptance for payment of all or any portion of the ADSs tendered by this ADS Letter of Transmittal in accordance with the terms and conditions of the U.S. Offer — including, if the U.S. Offer is extended or amended, the terms and conditions of any extension or amendment — I hereby sell, assign and transfer to, or upon the order of, Purchaser all right, title and interest in and to the ADSs tendered by this ADS Letter of Transmittal. I hereby irrevocably constitute and appoint the U.S. Receiving Agent as my agent and attorney-in-fact with respect to the tendered ADSs, with full knowledge that the U.S. Receiving Agent is also acting as the agent of Purchaser in connection with the U.S. Offer, with full power of substitution, such power of attorney being deemed to be an irrevocable power coupled with an interest, subject only to the limited right of withdrawal as set forth in the Offer to Purchase, to (1) deliver ADRs evidencing the tendered ADSs to Purchaser together with all accompanying evidences of transfer and authenticity to, or upon the order of, Purchaser, upon receipt by the U.S. Receiving Agent, as my agent, of the cash to be paid for the tendered ADSs, (2) request a transfer of the tendered ADSs on the books of the depository for the ADSs and (3) receive for the account of Purchaser all benefits and otherwise exercise all rights of ownership of the tendered ADSs, all in accordance with the terms and conditions of the U.S. Offer.

I understand that if the number of outstanding series B shares (“Series B Shares”) and ADSs (collectively, the “Securities”) validly tendered and not withdrawn by the date and time on which the U.S. Offer actually expires (the “Expiration Date”) exceeds 127,950,001 of the Series B Shares (including Series B Shares underlying the ADSs), then proration rules will apply in determining the number of Securities that will be accepted for purchase from each holder of Securities tendering into the Offers. Purchaser will, subject to the terms and conditions of the Offers, purchase the Securities on a pro rata basis so that, in the aggregate, Purchaser will purchase only 127,950,001 of the Series B Shares (including the Series B Shares underlying the ADSs). Purchaser and the U.S. Receiving Agent will make adjustments to avoid purchases of fractional shares from any tendering holder.

I hereby represent and warrant that I have full power and authority to tender, sell, assign and transfer the ADSs tendered by this ADS Letter of Transmittal and that, when the tendered ADSs are accepted for payment, Purchaser will acquire good, marketable and unencumbered title to the tendered ADSs, free and clear of all liens, restrictions, charges and encumbrances, and that the tendered ADSs are not subject to any adverse claims or proxies. I will, upon request, execute and deliver any additional documents deemed by Purchaser or the U.S. Receiving Agent to be necessary or desirable to complete the sale, assignment and transfer of the ADSs tendered by this ADS Letter of Transmittal and take any and all steps necessary to remove any liens, restrictions, charges and encumbrances upon the tendered ADSs. I have received a copy of, and I agree to all of the terms of, the Offer to Purchase.

In the above section “Description of ADSs Tendered”, the name(s) and address(es) of the registered holder(s) are printed as they appear on the ADRs representing the ADSs, and the certificate number(s) and the number of ADSs that I wish to tender are indicated in the appropriate boxes or, in the event that I left such information blank, I wish to tender all my ADSs.

Unless I have otherwise indicated by completing the box entitled “Special Delivery Instructions” above, I hereby direct that cash be paid to the undersigned or, in the case of a book-entry delivery of ADSs, that the cash be credited to my nominee’s account maintained with The Depository Trust Company. Similarly, unless I have otherwise indicated by completing the box entitled “Special Delivery Instructions”, I hereby direct that the cash payment be delivered to the address shown below my signature.

If I have (1) tendered any ADSs that are not accepted for payment in the U.S. Offer for any reason or (2) submitted ADRs for more ADSs than I wish to tender, unless I have otherwise indicated by completing the box entitled “Special

Delivery Instructions” or “Special Issuance Instructions”, I hereby direct that ADRs evidencing any ADSs that are not tendered or not accepted for payment should be issued in the name of the undersigned, if applicable, and delivered to the address shown below my signature or, in the case of a book-entry transfer of ADSs, that ADSs that are not tendered or accepted for payment be credited to my nominee’s account maintained with The Depository Trust Company, in each case at Purchaser’s expense, promptly following the expiration or termination of the U.S. Offer.

I understand that if I decide to tender ADSs, and Purchaser accepts the ADSs for payment, this will constitute a binding agreement between me and Purchaser, subject to the terms and conditions set forth in the Offer to Purchase and this ADS Letter of Transmittal.

I also recognize that, under certain circumstances described in the Offer to Purchase under the caption “THE U.S. OFFER — Certain conditions to the U.S. Offer” Purchaser may not be required to accept for payment any ADSs tendered by this ADS Letter of Transmittal.

All authority conferred in or agreed to be conferred in this ADS Letter of Transmittal will survive my death or incapacity, and any obligation of mine under this ADS Letter of Transmittal will be binding upon my heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns. Except as stated in the Offer to Purchase and Instruction 4 herein, this tender is irrevocable.

PLEASE COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 BELOW
(SEE INSTRUCTION 9)


PAYOR’S NAME: THE BANK OF NEW YORK, AS U.S. RECEIVING AGENT
SUBSTITUTE Form W-9	Part 1 — Please provide your TIN in the box at the right and certify by signing and dating below.
		Social Security Number OR
Department of the Treasury Internal Revenue Service		Taxpayer Identification Number
Payor’s Request for Taxpayer Identification Number (“TIN”)	Part 2 — Certification — Under penalties of perjury, I certify that: (1) (a) I am a U.S. person (including a U.S. resident alien), and (b) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because: (a) I am a U.S. person (including a U.S. resident alien), and (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) The IRS has notified me that I am no longer subject to backup withholding.


	Certification instructions — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of under-reported interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2)		Part 3 o Awaiting TIN o Exempt

	Signature: _ _		Date: _ _

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE U.S. OFFER.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU ARE AWAITING (OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.

CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me and either (i) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (ii) I intend to mail or deliver an application in the near future. I understand that if I do not provide a correct taxpayer identification number by the time of payment, 28% of all reportable payments made to me thereafter will be withheld until I provide a taxpayer identification number.


Signature: _ _		Date: _ _

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE U.S. OFFER

1. Delivery of ADS Letter Of Transmittal And Certificates. You must complete this ADS Letter of Transmittal if you are a registered holder of ADSs and either (1) you wish to tender the ADRs evidencing your ADSs to the U.S. Receiving Agent together with this ADS Letter of Transmittal or (2) you wish to tender your ADSs by book-entry transfer to the U.S. Receiving Agent’s account at The Depository Trust Company and you elect to submit this ADS Letter of Transmittal to the U.S. Receiving Agent instead of an Agent’s Message. In order to constitute a valid tender of your ADSs, unless you comply with the procedures for guaranteed delivery described below, the U.S. Receiving Agent must receive the following documents at the address listed above on or prior to the expiration of the U.S. Offer: (1) ADRs evidencing the ADSs, in proper form for transfer, or book-entry confirmation of transfer into the U.S. Receiving Agent’s account with The Depository Trust Company, (2) a properly completed and duly executed ADS Letter of Transmittal, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message instead of this ADS Letter of Transmittal, and (3) all other documents required by this ADS Letter of Transmittal.

If you are a holder of the ADSs and wish to tender your ADSs, but (1) your ADRs evidencing the ADSs are not immediately available, (2) time will not permit such receipts for the ADSs or other required documents to reach the U.S. Receiving Agent before the expiration of the U.S. Offer, or (3) the procedure for book-entry transfer cannot be completed prior to the expiration of the U.S. Offer, you may effect a tender if: (1) the tender is made through an Eligible Guarantor Institution (as defined below); (2) prior to the expiration of the U.S. Offer, the U.S. Receiving Agent receives from an Eligible Guarantor Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form Purchaser has provided, setting forth your name and address and the amount of ADSs you are tendering and stating that the tender is being made by Notice of Guaranteed Delivery; and (3) the U.S. Receiving Agent receives within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery and in any event within three NYSE trading days after expiration of the U.S. Offer, counting such expiration date: (a) the ADRs for all physically tendered ADSs, in proper form for transfer, or a book-entry confirmation of transfer of the ADSs into the U.S. Receiving Agent’s account at The Depository Trust Company, as the case may be, (b) a properly completed and duly executed ADS Letter of Transmittal, with any required signature guarantees, or, in the case of a book-entry confirmation, an Agent’s Message instead of the ADS Letter of Transmittal, and (c) all other documents required by the ADS Letter of Transmittal. The Notice of Guaranteed Delivery may be sent by overnight courier, hand delivery, registered or certified mail or facsimile transmission and must include a guarantee by an Eligible Guarantor Institution in the form set forth in the Notice of Guaranteed Delivery.

THE METHOD OF DELIVERY OF ADRs, ADS LETTERS OF TRANSMITTAL, NOTICES OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS IS AT YOUR ELECTION. IF YOU DELIVER YOUR ADRs BY MAIL, PURCHASER RECOMMENDS REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ASSURE TIMELY DELIVERY. PLEASE SEND ADRs, ADS LETTERS OF TRANSMITTAL, NOTICES OF GUARANTEED DELIVERY OR OTHER REQUIRED DOCUMENTS TO THE U.S. RECEIVING AGENT AT THE ADDRESS LISTED ABOVE. PLEASE DO NOT SEND THESE DOCUMENTS TO PURCHASER.

Purchaser will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of this ADS Letter of Transmittal or delivery of an Agent’s Message instead of the ADS Letter of Transmittal, waives any right to receive any notice of the acceptance of such tender.

2. Guarantee of Signatures. No signature guarantee on this ADS Letter of Transmittal is required if:

(a) this ADS Letter of Transmittal is signed by the registered holder of ADSs tendered with this ADS Letter of Transmittal, unless such holder(s) has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above, or

(b) the ADSs are tendered for the account of a firm that is an Eligible Guarantor Institution.

In all other cases, an Eligible Guarantor Institution must guarantee the signature(s) on this ADS Letter of Transmittal. (See Instruction 5). An “Eligible Guarantor Institution” means a financial institution that is a participant in the Security Transfer Agents Medallion Program, the Stock Exchange Medallion Program or The New York Stock Exchange, Inc. Medallion Signature Program.

3. Inadequate Space. If the space provided in the box captioned “Description of ADSs Tendered” is inadequate, the serial number(s) and/or the number of ADSs tendered and any other required information should be listed on a separate signed schedule which is attached to this ADS Letter of Transmittal.

4. Partial Tenders and Withdrawal Rights. If you are tendering less than all of your ADSs, please fill in the number of ADSs which are to be tendered in column 3 (“Number of ADSs Tendered”) of the box entitled “Description of ADSs Tendered”. In that case, unless you have otherwise indicated by completing the box entitled “Special Issuance Instructions” or “Special Delivery Instructions”, new ADR(s) for the remainder of the ADSs that were evidenced by your old receipts(s) will be sent to the registered holder of the ADSs, or in the case of a book-entry delivery of ADSs, the account of the U.S. Receiving Agent with The Depository Trust Company will be credited with the number of untendered ADSs, promptly after the expiration of the U.S. Offer. All ADSs delivered to the U.S. Receiving Agent will be deemed to have been tendered unless otherwise indicated.

Tenders of ADSs made pursuant to the U.S. Offer are irrevocable, except that ADSs tendered pursuant to the U.S. Offer may be withdrawn at any time prior to the expiration of the U.S. Offer.

For a withdrawal of tendered ADSs to be effective, a written or facsimile notice of withdrawal, in either case with original signature, must be timely received by the U.S. Receiving Agent at the address set forth above and must specify the name of the person who tendered the ADSs to be withdrawn, the number of ADSs to be withdrawn and the name of the registered holder of the ADSs, if different from that of the person who tendered such ADSs. If the ADSs to be withdrawn have been delivered to the U.S. Receiving Agent, a signed notice of withdrawal with (except in the case of ADSs tendered by an Eligible Guarantor Institution) signatures guaranteed by an Eligible Guarantor Institution must be submitted prior to the acceptance of such ADSs for payment by Purchaser. In addition, such notice must specify, in the case of ADSs tendered by delivery of ADRs, the name of the registered holder (if different from that of the tendering Security holder) and the serial numbers shown on the particular ADRs evidencing the ADSs to be withdrawn or, in the case of ADSs tendered by book-entry transfer, the name and account or participant number at The Depository Trust Company to be credited with the withdrawn ADSs. Withdrawals may not be rescinded, and ADSs withdrawn will thereafter be deemed not validly tendered for purposes of the U.S. Offer. However, withdrawn ADSs may be re-tendered by again following one of the procedures described in the Offer to Purchase, as applicable, at any time prior to the Expiration Date.

5. Signatures on ADS Letter of Transmittal, Assignments and Endorsements. If this ADS Letter of Transmittal is signed by the registered holder(s) of the ADSs tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the ADRs or on the register of holders maintained by The Bank of New York, as depositary. If any of the ADSs tendered hereby are registered in the name of two or more joint owners, all such owners must sign this ADS Letter of Transmittal. If any tendered ADSs are registered in different name(s) on several ADRs, it will be necessary to complete, sign and submit as many separate ADS Letters of Transmittal as there are different registered holders.

When this ADS Letter of Transmittal is signed by the registered holder(s) of the ADSs listed and transmitted by this ADS Letter of Transmittal, no endorsement(s) of ADRs or separate stock power(s) are required unless checks constituting cash payments are to be paid to a person other than the registered holder(s). Signature(s) on the ADRs or stock power(s) must be guaranteed by an Eligible Guarantor Institution.

If a person or persons other than the registered holder(s) of ADSs signs the ADS Letter of Transmittal, ADRs for the ADSs must be endorsed or accompanied by appropriate stock powers, signed exactly as the name or names of the registered holder(s) that appears on the ADRs for the ADSs and also must be accompanied by any opinions of counsel, certifications and other information as Purchaser may require in accordance with the restrictions on transfer, if any, applicable to the ADSs. Signatures on ADRs or stock powers must be guaranteed by an Eligible Guarantor Institution.

If you are a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or act in a similar fiduciary or representative capacity, and wish to sign this ADS Letter of Transmittal or any ADRs for ADSs or stock powers, you must indicate your status when signing. If you are acting in any of these capacities, you must submit proper evidence satisfactory to Purchaser of your authority to so act unless Purchaser waives this requirement.

6. Special Issuance and Delivery Instructions. If checks constituting cash payments are to be paid or delivered to a person other than the signer of this ADS Letter of Transmittal, or to an address other than that shown above, the box entitled “Special Issuance Instructions” and/or “Special Delivery Instructions” on this ADS Letter of Transmittal should be

completed. ADRs for ADSs not accepted for payment will be returned by mail (See Instruction 4), or in the case of a book-entry transfer, will be credited to the account indicated above maintained with The Depository Trust Company.

7. Irregularities. All questions as to the validity, form, eligibility, including time of receipt, and acceptance of ADSs tendered for payment will be determined by Purchaser in its sole discretion. Purchaser’s determination will be final and binding. Purchaser reserves the absolute right to reject any and all tenders of ADSs improperly tendered or to not accept any ADSs; this right is not limited to situations where the acceptance of a tender might be unlawful as determined by Purchaser or its counsel. Purchaser also reserves the absolute right to waive any defects or irregularities or conditions of the U.S. Offer as to any ADSs either before or after the expiration of the U.S. Offer, including the right to waive the ineligibility of any holder who seeks to tender ADSs in the U.S. Offer. Purchaser’s interpretation of the terms and conditions of the U.S. Offer as to any particular ADSs either before or after the expiration of the U.S. Offer, including the terms and conditions of the ADS Letter of Transmittal and the accompanying instructions, will be final and binding. Unless waived, any defects or irregularities in connection with tenders of ADSs for payment must be cured within a reasonable period of time, as determined by Purchaser. Neither Purchaser, the U.S. Receiving Agent nor any other person has any duty to give notification of any defect or irregularity with respect to any tender of ADSs for payment, nor will any of the foregoing have any liability for failure to give such notification.

8. Questions, Requests for Assistance and Additional Copies. Questions in respect of the transactions contemplated in the U.S. Offer, the procedures for tendering in the U.S. Offer and for additional copies of the Offer to Purchase, this ADS Letter of Transmittal or the Notice of Guaranteed Delivery should be directed to the Information Agent at its address set forth herein.

9. 28% Backup Withholding; Substitute Form W-9. Under U.S. federal income tax law, a holder whose tendered ADSs are accepted for payment is required to provide the U.S. Receiving Agent with the holder’s correct taxpayer identification number (e.g., social security number or employer identification number) (the “TIN”) on Substitute Form W-9 above. If the U.S. Receiving Agent is not provided with the correct TIN, cash payments to such holders or other payees with respect to ADSs purchased in the U.S. Offer may be subject to 28% backup withholding. In addition, the Internal Revenue Service may subject the holder or other payee to a $50 penalty.

The box “Awaiting TIN” in the Substitute Form W-9 may be checked if the tendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box “Awaiting TIN” is checked, the holder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number above in order to avoid backup withholding. Notwithstanding that the box “Awaiting TIN” is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the U.S. Receiving Agent may withhold 28% of all payments made prior to the time a properly certified TIN is provided to the U.S. Receiving Agent. The U.S. Receiving Agent will retain all amounts withheld during the 60-day period following the date of the Substitute Form W-9. If the holder furnishes the U.S. Receiving Agent with its TIN within 60 days after the date of the Substitute Form W-9, the amounts retained during the 60-day period will be remitted to the holder and no further amounts will be retained or withheld from payments made to the holder thereafter. If, however, the holder has not provided the U.S. Receiving Agent with its TIN within the 60-day period, amounts withheld will be remitted to the IRS as backup withholding. In addition, 28% of all payments, if any, made thereafter will be withheld and remitted to the IRS until a correct TIN is provided.

The holder is required to give the U.S. Receiving Agent the TIN of the registered holder of the ADSs or of the last transferee appearing on the transfers attached to, or endorsed on, the ADSs. If the ADSs are registered in more than one name or are not in the name of the actual holder, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

Certain holders including, among others, corporations and financial institutions, may not be subject to these backup withholding and reporting requirements. These holders should nevertheless complete the Substitute Form W-9 above without crossing out Part 2 to avoid possible erroneous backup withholding. A foreign person may qualify for an exemption from backup withholding by submitting a properly completed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, or other applicable Form W-8, signed under penalties of perjury, attesting to the holder’s foreign status. Please consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which holders are exempt from backup withholding. Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of a person subject

to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained.

10. Conditions for completion of U.S. Offer. Notwithstanding any provision of the U.S. Offer, Purchaser may not accept Securities for payment, or pay for any Securities that have been tendered pursuant to the U.S. Offer, if any of the following shall have occurred and shall be continuing as of the Expiration Date (collectively, the “Offer Conditions”):


	•	any public, governmental, judicial, legislative or regulatory authority (either in Mexico or the United States) shall have enacted, issued, promulgated, enforced or entered, or shall have threatened to enact, issue, promulgate, enforce or enter, any statute, law, rule, regulation, executive order, decree, injunction or other order which (a) prevents or prohibits the consummation of either the Mexican Offer or the U.S. Offer, (b) adversely affects the terms and/or conditions of the Mexican Offer or the U.S. Offer, (c) imposes material limitations on the ability of Purchaser (or any of its affiliates) effectively to acquire or to hold or to exercise full rights of ownership of the Securities of Asur purchased pursuant to the Offers including, without limitation, the right to vote the Securities, (d) prohibits, restrains or makes or seeks to make illegal the payment for or purchase of the Securities of Asur pursuant to the Offers or that would impose material damages in connection therewith, or (e) imposes or seeks to impose any material condition to the Offers in addition to the conditions set forth elsewhere in the Offers, nor shall any action, proceeding or complaint be commenced that seeks to do any of the foregoing;

	•	Purchaser shall not have received in the Offers valid and not withdrawn tenders for Series B Shares (including the Series B Shares underlying the ADSs), in the aggregate, at least equal to 127,950,001 Series B Shares (including Series B Shares underlying the ADSs), which amount would result in AAI-1 directly and indirectly holding 50% plus one share of the outstanding capital stock of Asur after consummation of a certain corporate reorganization of ITA;

	•	Asur or Purchaser shall not have obtained any waiver, consent, extension, approval, action or non-action from any governmental, public, judicial, legislative or regulatory authority or agency or other party which is necessary to consummate the Offers and the other transactions contemplated by Purchaser, AAI-1 and Mr. Chico, and no such consent, extension, approval, action or non-action contains terms and conditions unacceptable to Purchaser, AAI-1 or Mr. Chico;

	•	the conditions to the Mexican Offer shall have occurred and be continuing as of the expiration of the Mexican Offer and shall have not been waived;

	•	any change (or any condition, event or development involving a prospective change) shall have occurred or been threatened in the business, properties, assets, liabilities, capitalization, shareholders’ equity, condition (financial or otherwise), operations, licenses, franchises, permits, permit applications, results of operations, cash flows or prospects of Asur or any of its subsidiaries or affiliates which, in the reasonable judgment of Purchaser or AAI-1 is or may be materially adverse to Asur or any of its subsidiaries or affiliates, or Purchaser or AAI-1 shall have become aware of any fact which, in the reasonable judgment of Purchaser or AAI-1, has or may have material adverse significance with respect to either the value of Asur or any of its subsidiaries or the value of Asur’s securities;

	•	there shall have occurred or been threatened (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market, any decline in either the Dow Jones Industrial Average or the Standard & Poors Index of 500 Industrial Companies by an amount in excess of 10% measured from the close of business on the last trading day before the date of the Offers, or any material adverse change in prices generally of shares on the NYSE, (ii) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market, any decline in either the IPC (Índice de Precios y Cotizaciones) or the INMEX (Índice México) by an amount in excess of 10% measured from the close of business on the last trading day before the date of the Offers, or any material adverse change in prices generally of shares on the Bolsa Mexicana de Valores, S.A. de C.V. (the Mexican Stock Exchange), (iii) a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state authorities in the U.S. or Mexico (whether or not mandatory), (iv) any limitation (whether or not mandatory) by any governmental authority or agency on, or other event which, in the reasonable judgment of Purchaser or AAI-1 might affect the extension of credit by banks or other lending institutions, (v) a commencement


		or escalation of a war, armed hostilities or terrorist event or other national or international crisis directly or indirectly involving the U.S. or Mexico, (vi) any significant change in U.S., Mexican or any other currency exchange rates or any suspension of, or limitation on, the markets therefore (whether or not mandatory), or (vii) in the case of any of the foregoing existing at the time of the commencement of the offer, a material acceleration or worsening thereof; or


	•	AAI-1 shall have failed to receive proceeds under the debt financing contemplated by its binding debt commitment from a bank syndicate arranged by Citigroup Global Markets, Inc. that, in addition to the AAI-1 pre-funded equity from Mr. Chico, is sufficient to provide the cash consideration for the Offers.

11. No Conditional Tenders. No alternative, conditional or contingent tenders will be accepted. All tendering holders of ADSs, by execution of this ADS Letter of Transmittal, waive any right to receive notice of the acceptance of ADSs for payment.

12. Lost, Destroyed or Stolen Certificates. If any ADRs representing ADSs have been lost, destroyed or stolen, the holder should check the box above regarding lost, destroyed or stolen ADRs and promptly notify the U.S. Receiving Agent at 1-800-507-9357. The holder will then be instructed as to the steps that must be taken in order to replace the ADRs. This ADS Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen ADRs have been followed.

13. Transfer Taxes. You will not be obligated to pay any transfer taxes in connection with the tender of ADSs in the U.S. Offer unless you instruct Purchaser to make payment to, or request that ADSs not tendered or not accepted in the U.S. Offer be registered in the name of, a person other than the registered tendering holder. In those cases, you will be responsible for the payment of any applicable transfer tax. If satisfactory evidence of payment of these taxes or an exemption from payment is not submitted with this ADS Letter of Transmittal, no payment will be made and no certificates for ADSs will be issued until such evidence is received by the U.S. Receiving Agent.

IMPORTANT: UNLESS YOU COMPLY WITH THE GUARANTEED DELIVERY PROCEDURES DESCRIBED ABOVE, A PROPERLY COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES) ADS LETTER OF TRANSMITTAL (OR A FACSIMILE OF THIS ADS LETTER OF TRANSMITTAL WITH ORIGINAL SIGNATURES), OR AN AGENT’S MESSAGE IN THE CASE OF BOOK-ENTRY DELIVERY, TOGETHER WITH ADRs OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE U.S. RECEIVING AGENT ON OR PRIOR TO THE EXPIRATION OF THE U.S. OFFER.

Questions or requests for assistance or additional copies of the Offer to Purchase, the ADS Letter of Transmittal and any other documents may be directed to the Information Agent at its address and telephone numbers set forth below. A holder of ADSs also may contact his or her broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer.

The Information Agent for the U.S. Offer is:

17 State Street, 10th Floor

New York, NY 10004

Banks and Brokers Call (212) 440-9800

All Others Call Toll Free (866) 574-4079

EX-99.A.5.I 4 y35033exv99waw5wi.htm EX-99.A.5.I: FORM OF LETTER TO BROKERS EX-99.A.5.I

U.S. Offer to Purchase for Cash

An Aggregate of 127,950,001 Series B Shares,
including American Depositary Shares (each ADS representing ten Series B Shares)

of

GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V.
(SOUTHEAST AIRPORT GROUP)

at the U.S. Dollar Equivalent of

Mexican Pesos 56.00 Per Series B Share
and

Mexican Pesos 560.00 Per American Depositary Share
by

AGRUPACIÓN AEROPORTUARIA INTERNACIONAL II, S.A. DE C.V.

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:30 A.M., NEW YORK CITY TIME (8:30 A.M., MEXICO CITY TIME), ON JUNE 12, 2007 UNLESS THE U.S. OFFER IS EXTENDED.

May 14, 2007

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We are writing in connection with the offer to purchase for cash (the “U.S. Offer”), by Agrupación Aeroportuaria Internacional II, S.A. de C.V. (“Purchaser” or “we”), a sociedad anónima de capital variable organized and existing under the laws of the United Mexican States (“Mexico”) and a subsidiary of Agrupación Aeroportuaria Internacional I, S.A. de C.V. (“AAI-1”), a sociedad anónima de capital variable organized and existing under the laws of Mexico and formed by Mr. Fernando Chico Pardo, an individual and citizen of Mexico, together with a parallel offer taking place in Mexico (described below), an aggregate of 127,950,001 of the outstanding series B shares (the “Series B Shares”), including by purchase of American Depositary Shares, each representing 10 Series B Shares (“ADSs”, and collectively with the Series B Shares, the “Securities”), of Grupo Aeroportuario del Sureste, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized and existing under the laws of Mexico (“Asur”). Simultaneously with the U.S. Offer, Purchaser is offering in Mexico to purchase for cash 127,950,001 of the outstanding Series B Shares of Asur for the same price and on substantially the same terms as the Securities in the U.S. Offer (the “Mexican Offer”, and collectively with the U.S. Offer, the “Offers”). In the aggregate, Purchaser is offering to purchase no more than 127,950,001 Series B Shares (including by purchase of ADSs, each ADS representing 10 Series B Shares) in the Offers. If valid tenders of Securities are received in the Offers exceeding 127,950,001 of the Series B Shares (including Series B Shares underlying the ADSs), proration rules will apply in the Offers as set forth in the U.S. Offer to Purchase (“Offer to Purchase”).

In the U.S. Offer, Purchaser is offering to purchase an aggregate of 127,950,001 of the outstanding Series B Shares, including by purchase of ADSs, each representing 10 Series B Shares, at the U.S. dollar equivalent of Ps. $560.00 per ADS held by all ADS holders and at the U.S. dollar equivalent of Ps. $56.00 per Series B Share for Series B Shares held by persons who are not Mexican residents, in each case in cash, less any withholding taxes, if applicable, and without interest thereon. The cash consideration for the Securities accepted for payment pursuant to the U.S. Offer will be converted by the Purchaser from Mexican pesos into U.S. dollars at the U.S. dollar/Mexican peso “ask” rate plus a 0.0050 spread (the “Spread”) published by WMR/Bloomberg, function <WMCO>, at 11:00 a.m. New York City time two days prior to the settlement date of the U.S. Offer and delivered to the U.S. Receiving Agent. The U.S. Receiving Agent will

remit the U.S. dollar purchase price to holders of Securities who tendered into the U.S. Offer. The participants in the U.S. Offer will bear all exchange rate risks, costs and a conversion fee equivalent to the Spread.

The Mexican Offer is open to all holders of Series B Shares, including U.S. resident holders. The purchase price for the Series B Shares tendered into the Mexican Offer will be paid in Mexican pesos.

If the number of Securities validly tendered into and not withdrawn from the Offers exceeds 127,950,001 of the Series B Shares (including Series B Shares underlying the ADSs), then proration rules will apply in determining the number of Securities that will be accepted for purchase from each holder of Securities tendering into the Offers. Purchaser will purchase the Securities on a pro rata basis so that, in the aggregate, Purchaser will purchase only 127,950,001 of the Series B Shares (including Series B Shares underlying the ADSs). Purchaser and the U.S. Receiving Agent will make adjustments to avoid purchases of fractional shares from any tendering holder.

A holder of ADSs that would like to tender the underlying Series B Shares instead of the ADSs may do so. A holder of ADSs may contact The Bank of New York, as depositary, to surrender their ADSs for delivery of Series B Shares and tender such Series B Shares into the Mexican Offer. However, the holder will have to pay a fee of up to $0.05 for each ADSs surrendered. If the holder chooses to surrender their ADSs for delivery of Series B Shares and tender into the Mexican Offer the holder will bear the risk of any fluctuation in the exchange rate after the consummation of the Offers if the holder later wishes to convert Mexican pesos into U.S. dollars or any other currency. If the holder is a non-Mexican resident holder, the holder can tender their Series B Shares in either the U.S. Offer or the Mexican Offer but not both. Mexican resident holders can only tender their Series B Shares in the Mexican Offer. The conditions to the Mexican Offer are substantially similar to those in the U.S. Offer.

WE ARE REQUESTING THAT YOU PROMPTLY CONTACT YOUR CLIENTS FOR WHOSE ACCOUNTS YOU HOLD ADSs IN CONNECTION WITH THE U.S. OFFER. For your information and for forwarding to those of your clients for whom you hold ADSs registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The U.S. Offer to Purchase, dated May 14, 2007;

2. A printed form of letter that may be sent to your clients for whose account you hold ADSs registered in your name or in the name of a nominee, with space provided for obtaining such clients’ instructions with regard to the U.S. Offer;

3. The ADS Letter of Transmittal to be used by holders of ADSs in accepting the U.S. Offer;

4. A form of Notice of Guaranteed Delivery;

5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

6. The return envelope addressed to The Bank of New York (the U.S. Receiving Agent) (for tendering ADSs).

A tender of Series B Shares into the U.S. Offer by your clients may only be made by the nominee for their Series B Shares pursuant to their instructions. Please advise your clients to contact their nominee to effect such a tender. Additional information can be obtained from Georgeson, Inc., the Information Agent for the U.S. Offer (the “Information Agent”), at 17 State Street, 10th Floor, New York, NY 10004 at telephone (212) 440-9800 (banks and brokers) or (866) 574-4079 (all others). For a description of the procedures for tendering Series B Shares in the U.S. Offer, see in the Offer to Purchase under the caption “THE U.S. OFFER — Procedure for Tendering in the U.S. Offer — Holders of Series B Shares”.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE U.S. OFFER WILL EXPIRE AT 9:30 A.M., NEW YORK CITY TIME (8:30 A.M. MEXICO CITY TIME) ON JUNE 12, 2007, UNLESS THE U.S. OFFER IS EXTENDED (AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). ADSs TENDERED FOR PAYMENT PURSUANT TO THE U.S. OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

Any holder of ADSs who would like to participate in the U.S. Offer must do one of the following on or prior to the Expiration Date:


	•	Tender the ADSs by sending a properly completed and duly executed ADS Letter of Transmittal (or facsimile thereof with original signatures) and all other documents required by the ADS Letter of Transmittal, together with the American Depositary Receipt (“ADRs”) evidencing the ADSs in proper form for transfer, to the U.S. Receiving Agent at one of its addresses set forth on the back cover of the Offer to Purchase; or

	•	If the ADSs are held in book-entry form, tender the ADSs by following the procedures for book-entry transfer described in the Offer to Purchase under the caption “THE U.S. OFFER — a Procedure for Tendering in the U.S. Offer — Holders of ADSs” and by sending a properly completed and duly executed ADS Letter of Transmittal (or facsimile thereof with original signatures), with any required signature guarantees, or an Agent’s Message (as defined below) instead of an ADS Letter of Transmittal, to the U.S. Receiving Agent.

The term “Agent’s Message” means a message, transmitted by The Depository Trust Company (“DTC”) to, and received by, the U.S. Receiving Agent and forming a part of a book-entry confirmation which states that DTC has received an express acknowledgment from the participant tendering the ADSs which are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the ADS Letter of Transmittal and that the offeror may enforce such agreement against such participant.

If the registered holder of the ADSs wishes to tender the ADSs, but (1) the ADRs evidencing the ADSs are not immediately available, (2) time will not permit the ADRs evidencing the ADSs or other required documents to reach the U.S. Receiving Agent before the expiration of the U.S. Offer; or (3) the procedure for book-entry transfer cannot be completed before the expiration of the U.S. Offer, a tender of ADSs may be effected by following the guaranteed delivery procedures described in the Offer to Purchase under the caption “THE U.S. OFFER — Procedure for Tendering in the U.S. Offer — Holders of ADSs”.

Purchaser will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of ADSs pursuant to the U.S. Offer (other than to the U.S. Receiving Agent and the Information Agent as described in the Offer to Purchase). It will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients.

Any inquiries you may have with respect to the U.S. Offer and requests for additional copies of the enclosed materials should be addressed to the Information Agent at its address and telephone numbers set forth on the back cover page of the Offer to Purchase.

Very truly yours,

Agrupación Aeroportuaria Internacional II,

S.A. de C.V.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON, THE AGENT OF PURCHASER, AAI-1, THE U.S. RECEIVING AGENT, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE U.S. OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

EX-99.A.5.II 5 y35033exv99waw5wii.htm EX-99.A.5.II: FORM OF LETTER TO CLIENTS EX-99.A.5.II

U.S. Offer to Purchase for Cash

An Aggregate of 127,950,001 Shares of Series B Shares,
including American Depositary Shares (each ADS representing ten Series B Shares)

GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V.
(SOUTHEAST AIRPORT GROUP)

at the U.S. Dollar Equivalent of

Mexican Pesos 56.00 Per Series B Share

and

Mexican Pesos 560.00 Per American Depositary Share

AGRUPACIÓN AEROPORTUARIA INTERNACIONAL II, S.A. DE C.V.

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:30 A.M., NEW YORK CITY TIME (8:30 A.M., MEXICO CITY TIME) ON JUNE 12, 2007 UNLESS THE U.S. OFFER IS EXTENDED.

May 14, 2007

To Our Clients:

Enclosed for your consideration is a U.S. Offer to Purchase, dated May 14, 2007 (the “Offer to Purchase”), and related ADS Letter of Transmittal (the “ADS Letter of Transmittal”) relating to the offer in the United States (the “U.S. Offer”) by Agrupación Aeroportuaria Internacional II, S.A. de C.V. (“Purchaser”), a sociedad anónima de capital variable organized and existing under the laws of the United Mexican States (“Mexico”) and a subsidiary of Agrupación Aeroportuaria Internacional I, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico and formed by Mr. Fernando Chico Pardo, an individual and citizen of Mexico, to purchase for cash, together with a parallel offer taking place in Mexico (described below), an aggregate of 127,950,001 of the outstanding series B shares (the “Series B Shares”), including by purchase of American Depositary Shares, each representing 10 Series B Shares (“ADSs”, and collectively with the Series B Shares, the “Securities”), of Grupo Aeroportuario del Sureste, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized and existing under the laws of Mexico (“Asur”). Simultaneously with the U.S. Offer, Purchaser is offering in Mexico to purchase for cash 127,950,001 of the outstanding Series B Shares of Asur for the same price and on the same terms as the Securities in the U.S. Offer (the “Mexican Offer”, and collectively with the U.S. Offer, the “Offers”). In the aggregate, Purchaser is offering to purchase no more than 127,950,001 Series B Shares (including by purchase of ADSs, each representing 10 Series B Shares) in the Offers. If valid tenders of Securities are received in the Offers exceeding 127,950,001 of the Series B Shares (including Series B Shares underlying the ADSs), proration rules will apply in the Offers as set forth in the Offer to Purchase.

prior to the settlement date of the U.S. Offer and delivered to the U.S. Receiving Agent. The U.S. Receiving Agent will remit the U.S. dollar purchase price to holders of Securities who tendered into the U.S. Offer. You will bear all exchange rate risks, costs and a conversion fee equivalent to the Spread.

The Mexican Offer is open to all holders of Series B Shares, including those held by U.S. residents. The purchase price for the Series B Shares tendered in the Mexican Offer will be paid in Mexican pesos.

If the number of Securities validly tendered into and not withdrawn from the Offers exceeds 127,950,001 of the Series B Shares (including Series B Shares underlying the ADSs), then proration rules will apply in determining the number of Securities that will be accepted for purchase from each holder of Securities tendering into the Offers. Purchaser will purchase the Securities on a pro rata basis so that, in the aggregate, Purchaser will purchase only 127,950,001 of the Series B Shares (including the Series B Shares underlying the ADSs). Purchaser and the U.S. Receiving Agent will make adjustments to avoid purchases of fractional shares from any tendering holder.

THE MATERIALS RELATING TO THE U.S. OFFER ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF THE ADSs HELD BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. IF YOU WISH TO TENDER SUCH ADSs IN THE U.S. OFFER, YOU MUST COMPLETE, SIGN AND RETURN TO US THE INSTRUCTION FORM ATTACHED TO THIS LETTER. NONE OF THE ADSs HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED UNLESS WE RECEIVE SUCH WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) ON THE INSTRUCTION FORM SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE ADSs HELD BY US FOR YOUR ACCOUNT. A TENDER OF THE ADSs MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD OF THE ADSs, PURSUANT TO YOUR INSTRUCTIONS.

If you beneficially own ADSs but prefer to tender the underlying Series B Shares, please instruct us to surrender your ADSs for delivery of Series B Shares. We will, on your behalf, contact The Bank of New York, as depositary, to surrender your ADSs for delivery of Series B Shares and tender such Series B Shares into the Mexican Offer, in accordance with the terms of the Mexican Offer and your instruction. However, you will have to pay a fee of up to $0.05 for each ADS surrendered. If you choose to surrender your ADSs for delivery of Series B Shares and tender into the Mexican Offer you will bear the risk of any fluctuation in the exchange rate after the consummation of the Offers if you later wish to convert your Mexican pesos into U.S. dollars. If you are a non-Mexican resident holder, you can tender your Series B Shares into either the U.S. Offer or the Mexican Offer but not both. Mexican resident holders can only tender their Series B Shares into the Mexican Offer. The conditions to the Mexican Offer are substantially similar to those in the U.S. Offer.

Accordingly, we request your instructions as to whether you would like us to tender on your behalf the ADSs we hold for your account, pursuant to the terms and subject to the conditions set forth in the enclosed Offer to Purchase and ADS Letter of Transmittal, or surrender the ADSs for delivery of Series B Shares. Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the ADSs on your behalf in accordance with the provisions of the U.S. Offer. THE U.S. OFFER WILL EXPIRE AT 9:30 A.M., NEW YORK CITY TIME (8:30 A.M. MEXICO CITY TIME) ON JUNE 12, 2007, UNLESS THE U.S. OFFER IS EXTENDED (AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). ADSs TENDERED FOR PAYMENT PURSUANT TO THE U.S. OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

If you wish to have us tender your ADSs or surrender them for delivery of Series B Shares, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. The instruction form relates only to the tender or conversion of ADSs. If you beneficially own Series B Shares of Asur and would like to tender your Series B Shares in the U.S. Offer or in the Mexican Offer, please contact the nominee for your Series B Shares to effect such a tender.

Any inquiries you may have with respect to the U.S. Offer and requests for additional copies of the enclosed materials should be addressed to Georgeson, Inc., the Information Agent for the U.S. Offer, at its address and telephone numbers set forth on the back cover page of the Offer to Purchase.

INSTRUCTION FORM FOR ADSs OF ASUR IN THE U.S. OFFER

The undersigned acknowledges receipt of your letter and the enclosed materials referred to therein related to the U.S. Offer by Agrupación Aeroportuaria Internacional II, S.A. de C.V., a subsidiary of Agrupación Aeroportuaria Internacional I, S.A. de C.V., which was formed by Mr. Fernando Chico Pardo, to purchase for cash an aggregate of 127,950,001 of the outstanding Series B Shares (including Series B Shares represented by ADSs) of Grupo Aeroportuario del Sureste, S.A.B. de C.V. held by persons who are non-Mexican resident holders.

This will instruct you to tender or surrender the number of ADSs indicated below (and if no number is indicated, all ADSs) held by you for the account of the undersigned in accordance with the terms and subject to the conditions set forth in the U.S. Offer to Purchase and in the ADS Letter of Transmittal.

Please tender the ADSs held by you for my account as indicated below:

o Please tender _ _ ADSs.

[Number of ADSs]

o Please DO NOT tender any ADSs held by you for my account.

Please surrender the ADSs held by you for my account for delivery of Series B Shares as indicated below:

o Please surrender _ _ ADSs for delivery of Series B Shares.

[Number of ADSs]


o	Please DO NOT surrender any ADSs held by you for my account.

Date: _ _

Signature(s): _ _

Print Name(s): _ _

Print Address(es): _ _

Area Code and Telephone Number(s): _ _

Tax Identification or Social Security Number(s): _ _

NONE OF THE ADSs HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED OR SURRENDERED UNLESS WE RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE ADSs HELD BY US FOR YOUR ACCOUNT.

EX-99.A.5.III 6 y35033exv99waw5wiii.htm EX-99.A.5.III: NOTICE OF GUARANTEED DELIVERY EX-99.A.5.III

NOTICE OF GUARANTEED DELIVERY

FOR TENDER

AMERICAN DEPOSITARY SHARES

GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V.

(SOUTHEAST AIRPORT GROUP)

AGRUPACIÓN AEROPORTUARIA INTERNACIONAL II, S.A. DE C.V.

This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the U.S. Offer if certificates for ADRs are not immediately available, if the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach The Bank of New York, as the U.S. Receiving Agent, on or prior to the Expiration Date. This form may be delivered by hand, transmitted by facsimile transmission or mailed to the U.S. Receiving Agent. All capitalized terms not otherwise defined herein are defined in the U.S. Offer to Purchase, dated May 14, 2007 by Agrupación Aeroportuaria Internacional II, S.A. de C.V. and in the accompanying ADS Letter of Transmittal.

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:30 A.M., NEW YORK CITY TIME (8:30 A.M., MEXICO CITY TIME) ON JUNE 12, 2007 UNLESS THE U.S. OFFER IS EXTENDED.

THE U.S. RECEIVING AGENT FOR THE U.S. OFFER IS:

THE BANK OF NEW YORK


By Mail:		For Notice of Guaranteed Delivery
The Bank of New York Tender & Exchange Department P.O. Box 11248 Church Street Station New York, NY 10286-1248		(for Eligible Institutions only) By Facsimile Transmission: 212-815-6433 To Confirm Facsimile Transmission Only: 212-815-6212

By Hand or Overnight Delivery
The Bank of New York
Tender & Exchange Department — 11 West
101 Barclay Street
Receive and Deliver Window — Street Level
New York, NY 10286

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE U.S. RECEIVING AGENT. THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE ADS LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE ADS LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

The undersigned hereby tenders to Agrupación Aeroportuaria Internacional II, S.A. de C.V., upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase, receipt of which is hereby acknowledged, the aggregate number of ADSs set forth below pursuant to the guaranteed delivery procedures set forth in the U.S. Offer to Purchase.

The undersigned agrees that tenders of ADSs pursuant to the U.S. Offer may be withdrawn any time prior to the Expiration Date as provided in the U.S. Offer to Purchase.

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.


Signatory: _ _				Address: _ _

_ _				_ _

_ _
				_ _

Number of ADSs Tendered: _ _				Area Code and Telephone No.: _ _

No(s). of ADSs (if available): _ __ _				If ADSs will be delivered by book-entry transfer at TheDepository Trust Company (“DTC”), provide account number.

_ _				DTC Account No. _ _

_ _

_ _

_ _

_ _

_ _

Date: _ _


		This Notice of Guaranteed Delivery must be signed by the registered holder(s) of ADSs exactly as its (their) name(s) appear on ADRs or on a security position listing as the owner of ADSs or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Please print name(s) and address(es)

Name(s): _ _

Capacity: _ _

Address(es): _ _

Do not send ADRs with this form. ADRs should be sent to the U.S. Receiving Agent together with a properly completed and duly executed ADS Letter of Transmittal.

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm that is a participant in the Securities Transfer Agents Medallion Program, or an “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended), hereby guarantees that, within three New York Stock Exchange (“NYSE”) trading days after the date of execution of this Notice of Guaranteed Delivery and in any event within three NYSE trading days after expiration of the U.S. Offer, counting such expiration date, a properly completed and duly executed ADS Letter of Transmittal (or a facsimile thereof with original signatures), the ADRs for all physically tendered ADSs, in proper form for transfer, or a book-entry confirmation of transfer of such ADSs into the U.S. Receiving Agent’s account at The Depository Trust Company, including the agent’s message instead of an ADS Letter of Transmittal, as the case may be, with any required signature guarantees and any other documents required by the ADS Letter of Transmittal, will be deposited by the undersigned with the U.S. Receiving Agent.

THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE ADS LETTER OF TRANSMITTAL AND THE ADRs FOR ALL ADSs TENDERED HEREBY, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE INSTEAD OF AN ADS LETTER OF TRANSMITTAL, TO THE U.S. RECEIVING AGENT WITHIN THE TIME PERIOD SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.


Name of Firm: _ _		Authorized Signature: _ _

Address: _ _		Name: _ _

_ _		Title: _ _

Area Code and Telephone Number: _ _		Date: _ _

EX-99.A.5.IV 7 y35033exv99waw5wiv.htm EX-99.A.5.IV: GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION EX-99.A.5.IV

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.


For this type of account:		Give the SOCIAL SECURITY number of:
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, any one of the individuals(1)
3.	Husband and wife (joint account)	The actual owner of the account or, if joint funds, either person(1)
4.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
5.	Adult and minor (joint account)	The adult or, if the minor is the only contributor, the minor(1)
6.	Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person(3)
7.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor — trustee(1)
	b. So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
8.	Sole proprietorship account	The owner(4)


For this type of account:		Give the EMPLOYER IDENTIFICATION number of:
9.	A valid trust, estate or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5)
10.	Corporate account	The corporation
11.	Religious, charitable, or educational organization account	The organization
12.	Partnership account held in the name of the business	The partnership
13.	Association, club or other tax-exempt organization	The organization
14.	A broker or registered nominee	The broker or nominee

15.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity


(1)		List first and circle the name of the person whose number you furnish.

(2)		Circle the minor’s name and furnish the minor’s social security number.

(3)		Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s social security number.

(4)		Show the name of the owner.

(5)		List first and circle the name of the legal trust, estate, or pension trust.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:


	•	A corporation.

	•	A financial institution.

	•	An organization exempt from tax under section 501(a), or an individual retirement plan.

	•	The United States or any agency or instrumentality thereof.

	•	A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

	•	A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

	•	An international organization or any agency, or instrumentality thereof.

	•	A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.

	•	A real estate investment trust.

	•	A common trust fund operated by a bank under section 584(a).

	•	An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).

	•	An entity registered at all times under the Investment Company Act of 1940.

	•	A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:


	•	Payments to nonresident aliens subject to withholding under section 1441.

	•	Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

	•	Payments of patronage dividends where the amount received is not paid in money.

	•	Payments made by certain foreign organizations.

	•	Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the following:


	•	Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

	•	Payments of tax-exempt interest (including exempt-interest dividends under section 852).

	•	Payments described in section 6049(b)(5) to nonresident aliens.

	•	Payments on tax-free covenant bonds under section 1451.

	•	Payments made by certain foreign organizations.

	•	Payments made to a nominee.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments other than interest dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.

Privacy Act Notice. Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Failure to Report Certain Dividend and Interest Payments. If you fail to include any portion of an includible payment for interest, dividends, or patronage dividends in gross income, such failure will be treated as being due to negligence and will be subject to a penalty of 5% on any portion of an under-payment attributable to the failure unless there is clear and convincing evidence to the contrary.

(3) Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(4) Criminal Penalty for Falsifying Information. Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

EX-99.A.5.V 8 y35033exv99waw5wv.htm EX-99.A.5.I : ADVERTISEMENT PUBLISHED IN THE WALL STREET JOURNAL EX-99.A.5.V

Exhibit (a)(5)(v)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Securities (as defined below). The U.S. Offer (as defined below) is made solely by the U.S. Offer to Purchase, dated May 14, 2007, and the related ADS Letter of Transmittal and any amendments or supplements thereto, and is not being made to holders of Securities in any jurisdiction in which the making of the U.S. Offer or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction or any administrative or judicial action pursuant thereto. If Purchaser (as defined below) becomes aware of any jurisdiction in which the making of the U.S. Offer or the tender of Securities in connection therewith would not be in compliance with applicable law, Purchaser will make a good faith effort to comply with any such law. If after such good faith effort, Purchaser cannot comply with any such law, the U.S. Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Securities in such jurisdiction. In any jurisdiction where the securities, “blue sky” or other laws require the U.S. Offer to be made by a licensed broker or dealer, the U.S. Offer shall be deemed to be made on behalf of Purchaser by Credit Suisse Securities (USA) LLC or by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Notice of U.S. Offer to Purchase for Cash
An Aggregate of 127,950,001 Series B Shares,
including American Depositary Shares (each ADS representing ten Series B Shares)

Grupo Aeroportuario del Sureste, S.A.B. de C.V.
(Southeast Airport Group)

at the U.S. Dollar Equivalent of

Mexican Pesos 56.00 Per Series B Share

and

Mexican Pesos 560.00 Per American Depositary Share

Agrupación Aeroportuaria Internacional II, S.A. de C.V.

Agrupación Aeroportuaria Internacional II, S.A. de C.V. (“Purchaser”), a sociedad anónima de capital variable organized and existing under the laws of the United Mexican States (“Mexico”) and a subsidiary of Agrupación Aeroportuaria Internacional I, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (“AAI-1”), which was formed by Mr. Fernando Chico Pardo (“Mr. Chico”), an individual and citizen of Mexico, is offering in the United States (the “U.S. Offer”) to purchase for cash, together with a parallel offer taking place in Mexico (described below), an aggregate of 127,950,001 of the outstanding series B shares (the “Series B Shares”), including by purchase of American Depositary Shares, each representing 10 Series B Shares (“ADSs”, and collectively with the Series B Shares, the “Securities”), of Grupo Aeroportuario del Sureste, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized and existing under the laws of Mexico (“Asur”).

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:30 A.M., NEW YORK CITY TIME (8:30 A.M., MEXICO CITY TIME) ON JUNE 12, 2007 UNLESS THE U.S. OFFER IS EXTENDED.

Purchaser will not be required to accept any Securities for payment, or pay for any Securities, that have been tendered pursuant to the U.S. Offer, if any of the conditions to the U.S. Offer shall have occurred and be continuing (and shall not have been waived) as of the expiration of the U.S. Offer (such date and time, the “Expiration Date”), including, but not limited to, the following: (i) AAI-1 shall have failed to receive proceeds under the debt financing contemplated by its binding debt commitment from a bank syndicate arranged by Citigroup Global Markets Inc. that, in addition to pre-equity capital to be provided to AAI-1 by Mr. Chico, is sufficient to provide the cash consideration for the Offers; (ii) Purchaser shall not have received in the Offers valid and not withdrawn tenders for Series B Shares (including the Series B Shares underlying the ADSs), in the aggregate, at least equal to 127,950,001 Series B Shares (including Series B Shares underlying the ADSs); or (iii) Asur or Purchaser shall not have obtained any waiver, consent, extension, approval, action or non-action from any governmental, public, judicial, legislative or regulatory authority or agency or other party which is necessary to consummate the Offers and the other transactions contemplated by Purchaser, AAI-1 and Mr. Chico.

Simultaneously with the U.S. Offer, Purchaser is offering in Mexico (the “Mexican Offer”, and collectively with the U.S. Offer, the “Offers”), to purchase for cash 127,950,001 of the outstanding Series B Shares of Asur for the same price and on substantially the same terms as the Securities in the U.S. Offer. In the aggregate, Purchaser is offering to purchase no more than 127,950,001 Series B Shares (including by purchase of ADSs, each ADS representing 10 Series B Shares) in the Offers. If valid tenders of Securities are received in the Offers exceeding 127,950,001 of the Series B Shares (including Series B Shares underlying the ADSs), proration rules will apply in the Offers as set forth in the U.S. Offer to Purchase. Mr. Chico (through Series B Shares and ADSs) directly owns 7,500,010 Series B Shares, representing approximately 2.9% of the outstanding Series B Shares (including Series B Shares underlying the ADSs) of Asur, or 2.5% of Asur’s total outstanding capital stock, which he intends to tender, subject to the proration rules described in the U.S. Offer to Purchase, into the Offers. Mr. Chico also has the ability to control Asur through his indirect ownership of Asur’s securities. The purpose of the Offers is for Mr. Chico to increase and consolidate his direct holdings of Asur in a tax efficient way, while maintaining a public market for the Securities.

In the U.S. Offer, Purchaser is offering to purchase an aggregate of 127,950,001 of the outstanding Series B Shares, including by purchase of ADSs (each ADS representing 10 Series B Shares), at the U.S. dollar equivalent of Ps. 560.00 per ADS held by all ADS holders and at the U.S. dollar equivalent of Ps. 56.00 per Series B Share for Series B Shares held by persons who are non-Mexican resident holders, in each case in cash, less any withholding taxes and without interest thereon. The cash consideration for the Securities accepted for payment pursuant to the U.S. Offer will be converted by the Purchaser, through a conversion agent, from Mexican pesos into U.S. dollars at the U.S. dollar/Mexican peso “ask” rate plus a 0.0050 spread (the “Spread”) published by WMR/Bloomberg, function <WMCO>, at 11:00 a.m. New York City time two days prior to the settlement date of the U.S. Offer and such U.S. dollars delivered to the U.S. Receiving Agent. The U.S. Receiving Agent will remit the U.S. dollar purchase price to holders of Securities who tendered into the U.S. Offer. The participants in the U.S. Offer will bear all exchange rate risks, costs and a conversion fee equivalent to the Spread. We reserve the right to adjust the amount paid for the Securities tendered in the U.S. Offer for any dividends paid or having a record date during the duration of the U.S. Offer, in which event the U.S. Offer will be extended as required by applicable laws and regulations. Purchaser reserves the right to extend the time for which the U.S. Offer will remain open for any such adjustment.

The Mexican Offer is open to all holders of Series B Shares, including those held by U.S. resident holders. Any holder who is not a Mexican resident can tender their Series B Shares in either the U.S. Offer or the Mexican Offer but not both. Mexican resident holders can only tender their Series B Shares into the

Mexican Offer. The purchase price for the Series B Shares tendered in the Mexican Offer will be paid in Mexican pesos.

To tender ADSs pursuant to the Mexican Offer, a holder of ADSs may contact The Bank of New York, as Depositary, to surrender their ADSs for delivery of Series B Shares and tender such Series B Shares in the Mexican Offer. However, such holder will have to pay a fee of up to $0.05 for each ADS surrendered. If a holder chooses to surrender its ADSs for delivery of Series B Shares and tender such Series B Shares into the Mexican Offer the holder will bear the risk of any fluctuation in the exchange rate after the consummation of the Offers, if the holder then wishes to convert its Mexican pesos to U.S. dollars.

To tender ADSs pursuant to the U.S. Offer, a properly completed and duly executed ADS Letter of Transmittal (or facsimile thereof with original signatures) together with the American Depositary Receipts (“ADRs”) for the ADSs to be tendered and all other documents required by the ADS Letter of Transmittal must be received by the U.S. Receiving Agent by the Expiration Date or if ADSs are held in book-entry form, the ADSs must be delivered by the holder thereof to the U.S. Receiving Agent pursuant to the procedures for book-entry transfer described in the U.S. Offer to Purchase, and a confirmation of such delivery as well as a properly completed and duly executed ADS Letter of Transmittal (or a facsimile thereof with original signatures) or an Agent’s Message (as defined below) must also be received by the U.S. Receiving Agent by the Expiration Date. Alternatively, a holder may be able to use a Notice of Guaranteed Delivery and the guaranteed delivery procedure described in the U.S. Offer to Purchase. The term “Agent’s Message” means a message, transmitted by The Depository Trust Company (“DTC”) to, and received by, the U.S. Receiving Agent and forming a part of a book-entry confirmation which states that DTC has received an express acknowledgment from the participant tendering the ADSs which are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the ADS Letter of Transmittal and that Purchaser may enforce such agreement against such participant.

If a holder wishes to tender its Series B Shares in the U.S. Offer in accordance with its terms, it must do so by book-entry transfer as described in the U.S. Offer to Purchase. If such holder holds Series B Shares in certificated form it should promptly contact a broker, dealer, bank, trust company, financial institution or other nominee who is a participant in the book-entry transfer system of S.D. Indeval, S.A. de C.V., Institución para el Depósito de Valores, commonly known as “Indeval”, a privately-owned central securities depositary that acts as clearing house, depositary, custodian, settlement, transfer and registration institution for the Bolsa Mexicana de Valores, S.A. de C.V. (the Mexican Stock Exchange), and arrange for the holding by such nominee of the Series B Shares on behalf of the holder in book-entry form. In order for a book-entry transfer to constitute a valid tender of such holder’s Series B Shares in the U.S. Offer, the Series B Shares must be tendered by a nominee who is an Indeval participant into the Indeval account of BBVA Bancomer, S.A. for the account of the U.S. Receiving Agent. The U.S. Receiving Agent must receive a properly completed and duly executed Share Form of Acceptance from the Indeval participant who tendered the holder’s Series B Shares into its account accepting the U.S. Offer prior to the Expiration Date.

For purposes of the U.S. Offer, Purchaser will be deemed to have accepted for payment tendered Securities when and if it gives written notice to the U.S. Receiving Agent of its acceptance of the tenders of such Securities. Payment for Securities tendered and accepted for payment pursuant to the U.S. Offer will be made by deposit of the purchase price with the U.S. Receiving Agent, which will act as the holder’s agent for the purpose of receiving payments from Purchaser and transmitting such payments to such holder. Payment for ADSs tendered by book-entry transfer will be made by crediting the account of the nominee holding the ADSs on behalf of the beneficial holder of such ADSs with DTC. Payment for certificated ADSs and Series B Shares will be made by check to the tendering ADS holder and, in the case of the Series

B Shares, to the Indeval participant. In all cases, payment for Securities accepted for payment pursuant to the U.S. Offer will be made only after timely receipt by the U.S. Receiving Agent of all the documents required to effect a tender, duly signed and executed by the holder or its nominee.

If the number of Securities validly tendered and not withdrawn in the Offers by the Expiration Date exceeds 127,950,001 of the Series B Shares (including Series B Shares underlying the ADSs), then proration rules will apply in determining the number of Securities that will be accepted for purchase from each holder of Securities tendering in the Offers. Purchaser will, subject to the terms and conditions of the Offers, purchase the Securities on a pro rata basis so that, in the aggregate, Purchaser will purchase only 127,950,001 of the Series B Shares (including Series B Shares underlying the ADSs). Purchaser and the U.S. Receiving Agent will make adjustments to avoid purchases of fractional Series B Shares and ADSs from any tendering holder.

The Expiration Date will occur at 9:30 a.m. New York City time (8:30 a.m. Mexico City time) on June 12, 2007. Purchaser may extend the U.S. Offer when it is required to do so under applicable laws and regulations. Purchaser expressly reserves the right, in its sole discretion but subject to applicable laws and regulations, to extend the period of time during which the U.S. Offer remains open. Purchaser will announce any extension, by giving written notice of such extension to the U.S. Receiving Agent and Georgeson Inc. (the “Information Agent”) and followed as promptly as practicable, but in any event by 9:00 a.m. New York City time the next business day, by public announcement thereof. During any extension, all Securities previously tendered in the U.S. Offer and not withdrawn will continue to be deemed tendered in the U.S. Offer, subject to the rights of a tendering holder to withdraw its Securities in accordance with the terms of the U.S. Offer to Purchase.

No subsequent offering period is contemplated following the expiration of the initial offering period of the U.S. Offer in accordance with Rule 14d-11 of the Securities Exchange Act of 1934, as amended.

The information required to be disclosed by Rule 14d-6(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the U.S. Offer to Purchase and is incorporated herein by reference.

Tenders of Securities made pursuant to the U.S. Offer are irrevocable, except that Securities tendered pursuant to the U.S. Offer may be withdrawn at any time prior to the Expiration Date and, unless they previously have been accepted for payment pursuant to the U.S. Offer, may be withdrawn at any time after July 12, 2007. For a withdrawal of tendered Securities to be effective, a written or facsimile transmission notice of withdrawal, in either case with original signature, must be timely received by the U.S. Receiving Agent at its address set forth on the back cover of the U.S. Offer to Purchase, and must specify the name of the person who tendered the Securities to be withdrawn, the number of Securities to be withdrawn and the name of the registered holder of the Securities, if different from that of the person who tendered such Securities. For a withdrawal of tendered Securities to be effective, a signed notice of withdrawal must be received by the U.S. Receiving Agent prior to the Expiration Date. The signature on a notice of withdrawal must be guaranteed if a signature guarantee was required on the original ADS Letter of Transmittal. In addition, such notice must specify, in the case of ADSs tendered by delivery of ADRs, the name of the registered holder (if different from that of the tendering Security holder) and the serial numbers shown on the particular ADRs evidencing the ADSs to be withdrawn or, in the case of Securities tendered by book-entry transfer, the name and participant number at DTC or Indeval, as the case may be, to be credited with the withdrawn Securities. Withdrawals may not be rescinded, and Securities withdrawn will thereafter be deemed not validly tendered for purposes of the U.S. Offer. However, withdrawn Securities may be re-tendered by again following one of the procedures described in the U.S. Offer to Purchase, as applicable, at any time prior to the Expiration Date.

The U.S. Offer to Purchase and the related ADS Letter of Transmittal contain important information and should be read in their entirety before any decision is made with respect to the U.S. Offer.

Purchaser has requested that Asur furnish, and Asur has agreed to furnish to Purchaser, security position listings of the ADSs for the purpose of disseminating the U.S. Offer to holders of the ADSs. The U.S. Offer to Purchase and the related ADS Letter of Transmittal will be mailed to record holders of the ADSs that may be tendered in the U.S. Offer. Also, these materials will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on Asur’s security position listing or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of such ADSs, as well as the Series B Shares.

Any inquiries a holder may have with respect to the U.S. Offer and requests for additional copies of the U.S. Offer to Purchase or the related ADS Letter of Transmittal, Share Form of Acceptance and Notice of Guaranteed Delivery should be addressed to the Information Agent for the U.S. Offer, at its address and telephone numbers set forth below and copies will be furnished promptly at Purchaser’s expense. A holder may also contact its broker, dealer, bank, trust company or other nominee for assistance concerning the U.S. Offer.

The Information Agent for the U.S. Tender Offer is:
(GEORGESON LOGO)

17 State Street, 10th Floor
New York, NY 10004
Banks and Brokers Call (212) 440-9800
All Others Call Toll Free (866) 574-4079

The Dealer Manager is:
(CREDIT SUISSE LOGO)

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629
U.S.: (800) 318-8219
International: (212) 538-4581

The Exclusive Financial Advisors are:



Promecap, S.C.		Credit Suisse Securities (USA) LLC

The U.S. Receiving Agent is:
The Bank of New York


By Mail: The Bank of New York	By Hand or Overnight Delivery:	For Notice of Guaranteed Delivery:
Tender & Exchange Department	The Bank of New York Tender & Exchange	(for Eligible Institutions only) By Facsimile Transmission:
P.O. Box 11248 Church Street Station New York, NY 10286-1248	Department — 11 West 101 Barclay Street Receive and Deliver Window	212-815-6433 To Confirm Facsimile Transmission Only:
	— Street Level New York, NY 10286	212-815-6212

	May 14, 2007

EX-99.B 9 y35033exv99wb.htm EX-99.B: ACQUISITION FACILITY COMMITMENT LETTER EX-99.B

Exhibit (b)

May 10, 2007

Mr. Fernando Chico Pardo
Bosque de Alisos 47A-3
Bosques de las Lomas
CP 05120
Mexico, D.F.
Mexico

Up to Mexican Peso (“MXP”) 5,667,000,000 Senior Secured Acquisition Facilities
AMENDED AND RESTATED COMMITMENT LETTER

Ladies and Gentlemen:

Reference is made to the Commitment Letter dated as of March 23, 2007 (including the attached Term Sheet, the “Existing Commitment Letter”) between Mr. Fernando Chico Pardo (“France”) and Citigroup Global Markets Inc. (“CGMI”). The Existing Commitment Letter is superseded by this Commitment Letter (as defined below) which has been executed in renewal, amendment, restatement and modification, but not in novation or extinguishment of, the obligations under the Existing Commitment Letter, and, from and after the date hereof, the Existing Commitment Letter shall be of no force and effect except to evidence the terms and conditions under which the parties hereto have heretofore incurred obligations and liabilities under the Existing Commitment Letter.

You have advised CGMI that France, intends to establish a wholly-owned subsidiary (the “Borrower”) which intends to acquire through its own wholly-owned subsidiary shares of Grupo Aeroportuario del Sureste, S.A.B. de C.V. (“Alpha” or the “Company”). In connection therewith, France desires to establish the Facilities (as defined below), the proceeds of which will be used for the acquisition of capital stock of the Company and related costs and expenses (such transactions, collectively, the “Acquisition”).

In connection therewith, CGMI, on behalf of Citigroup (as defined below), is pleased to inform France of Citigroup’s commitment to underwrite the entire amount of up to MXP5,667,000,000 Senior Secured Acquisition Facilities (the “Facilities”) and to act as Administrative Agent for the Facilities, subject to the terms and conditions of this letter and the attached Annex I (the “Term Sheet” and, together with this letter, this “Commitment Letter”). For purposes of this Commitment Letter, “Citigroup” means CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates, including, without limitation, Banamex, as may be appropriate to consummate the transactions contemplated herein.

Section 1. Conditions Precedent. Citigroup’s commitment hereunder is subject to the preparation, execution and delivery of mutually acceptable loan documentation incorporating substantially the terms and conditions outlined in this Commitment Letter (the “Operative Documents”) as well as the satisfaction of all conditions hereunder. CGMI’s commitment under this letter is not conditioned upon or subject to Successful Syndication.

Section 2. Commitment Termination. Citigroup’s commitment hereunder will terminate on the earlier of (a) the date the Operative Documents become effective, and (b) ninety (90) days from the date hereof.

Section 3. Syndication. Citigroup reserves the right, before or after the execution of the Operative Documents, to syndicate all or a portion of its commitment to one or more other financial institutions (including institutional investors) that will become parties to the Operative Documents pursuant to a syndication to be managed by CGMI (the financial institutions becoming parties to the Operative Documents being collectively referred to herein as the “Lenders”). CGMI will manage all aspects of the syndication in consultation with France and the Borrower, including the timing of all offers to potential Lenders, the determination of the amounts offered to potential Lenders, the acceptance of commitments of the Lenders and the compensation to be provided to the Lenders.

France shall take, and shall use its best efforts to cause the Borrower and the Company to take, all action as CGMI may reasonably request to assist CGMI in forming a syndicate acceptable to CGMI. France’s and the Borrower’s assistance in forming such a syndicate shall include but not be limited to (i) making senior management and representatives of France, the Borrower and the Company available to participate in information meetings with potential Lenders at such times and places as CGMI may reasonably request; (ii) using France’s and the Borrower’s best efforts to ensure that the syndication efforts benefit from France’s, the Borrower’s, the Company’s and their respective owners’ lending relationships; and (iii) providing CGMI with all information reasonably deemed necessary by it to achieve Successful Syndication (as further defined).

To ensure Successful Syndication of the Facilities, France agrees that until Successful Syndication has occurred, neither France, the Company nor the Borrower will, and will not permit any of their respective affiliates to, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility or debt security (including any renewals thereof), other than the Target Group Facilities to be provided by CGMI to the Company, without the prior written consent of CGMI.

Citibank, N.A. will act as the sole Facility Agent for the Facility and CGMI will act as sole syndication agent. No additional agents, co-agents or arrangers will be appointed, or other titles conferred, without the consent of Citigroup.

“Successful Syndication” shall be deemed to have occurred upon the earlier of (i) the date upon which CGMI has reduced its hold position to no more than MXP1,416,000,000 and (ii) 120 days following Completion.

Section 4. Fees. In addition to the fees described in Annex I, France shall pay, or shall cause the Borrower to pay the non-refundable fees set forth in the letter agreement dated the date hereof (the “Fee Letter”) between France and Citigroup. The terms of the Fee Letter are an integral part of Citigroup’s commitment hereunder and constitute part of this Commitment Letter for all purposes hereof.

Section 5. Indemnification. France shall or shall cause the Borrower to indemnify and hold harmless Citigroup, each Lender and each of their respective affiliates and each of their respective officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), that may be incurred by or asserted or awarded against any

Indemnified Party (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out of or in connection with or by reason of this Commitment Letter or the Operative Documents or the transactions contemplated hereby or thereby or any actual or proposed use of the proceeds of the Facilities, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s bad faith, gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by France, the Borrower, or any of their respective directors, security holders or creditors, an Indemnified Party or any other person or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

No Indemnified Party shall have any liability (whether in contract, tort or otherwise) to France or the Borrower or any of their respective security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s bad faith, gross negligence or willful misconduct. In no event, however, shall any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings) and France, on behalf of himself, the Borrower, the Company or and any person claiming through France, the Borrower or the Company, hereby releases and holds harmless each Indemnified Party from all such liability. France acknowledges that information and documents relating to the Facilities and the transactions contemplated hereby and thereby may be transmitted through IntraLinks, the Internet or similar electronic transmission systems. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons.

The indemnity and reimbursement obligations of the Borrower hereunder shall be in addition to any other liability the Borrower may otherwise have to an Indemnified Party and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower and any Indemnified Party.

Section 6. Costs and Expenses. France shall, or shall cause the Borrower to pay, or reimburse Citigroup on demand for, all reasonable out-of-pocket costs and expenses incurred by Citigroup (whether incurred before or after the date hereof) in connection with the Facilities and the preparation, negotiation, execution and delivery of this Commitment Letter, including, without limitation, the reasonable fees and expenses of New York counsel (i.e., Clifford Chance US LLP) and local counsel (i.e., Mijares, Angotia, Cortés y Fuentes, S.C.) (in such case, from and after the date of this Commitment Letter) in U.S. Dollars in New York, New York or, at Citigroup’s direction, in the currency and at the place in which such costs or expenses were incurred, regardless of whether any of the transactions contemplated hereby are consummated. France shall, or shall cause the Borrower to pay all costs and expenses of Citigroup (including, without limitation, the reasonable fees and disbursements of counsel) incurred in connection with the enforcement of any of its rights and remedies hereunder. France shall be responsible or cause the Borrower to be responsible for the fees and expenses of its and the Borrower’s professional and other advisors (including any consultants or advisors jointly retained by France, the Borrower and/or the Company on the one hand and Citigroup on the other) referenced in Section 20 of the Term Sheet or as otherwise agreed to by the Borrower.

Section 7. Confidentiality. By accepting delivery of this Commitment Letter, each of Citigroup and France agrees that this Commitment Letter is for such party’s confidential use only and that neither its existence nor the terms hereof will be disclosed by such party to any person other than the such party’s officers, directors, employees, accountants, attorneys and other advisors, agents and representatives (the “Representatives”), and then only on a confidential and “need to know” basis in connection with the transactions contemplated hereby; provided, however, that either party may make such other public disclosures of the terms and conditions hereof as such party is required by law (or as required pursuant to tender offer for the capital stock of the Company, in the opinion of such party’s counsel, to make. Notwithstanding any other provision in this Commitment Letter, each party hereby confirms that each party and such party’s Representatives shall not be limited from disclosing the U.S. tax treatment or U.S. tax structure of the Facility. Notwithstanding anything contained in this Section 7 to the contrary, following the completion of such tender offer, Citigroup may publish reasonable and customary statements regarding such tender offer provided that such statements are published after the Borrower’s public statements and/or announcements have been made.

Section 8. Representations and Warranties of the Borrower. France represents and warrants, on behalf of himself and the Borrower, that (i) all information that has been or will hereafter be made available to Citigroup, any Lender or any potential Lender by France or the Borrower or any of their respective representatives in connection with the transactions contemplated hereby is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made, and (ii) all financial projections, if any, that have been or will be prepared by France, the Borrower or the Company and made available to Citigroup, any Lender or any potential Lender have been or will be prepared in good faith based upon reasonable assumptions (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond France’s, the Borrower’s or the Company’s control, and that no assurance can be given that the projections will be realized). France hereby agrees to, or to cause the Borrower to, supplement the information and projections from time to time until the Operative Documents become effective so that the representations and warranties contained in this paragraph remain correct.

In providing this Commitment Letter, Citigroup is relying on the accuracy of the information furnished to it by or on behalf of France and his affiliates without independent verification thereof.

Section 9. No Third Party Reliance, Etc. The agreements of Citigroup hereunder and of any Lender that issues a commitment to provide financing under the Facility are made solely for the benefit of France and the Borrower and may not be relied upon or enforced by any other person. Please note that those matters that are not covered or made clear herein are subject to mutual agreement of the parties. Neither France nor the Borrower may assign or delegate any of its rights or obligations hereunder without Citigroup’s prior written consent. This Commitment Letter may not be amended or modified, or any provision hereof waived, except by a written agreement signed by all parties hereto.

France hereby acknowledges that Citigroup is acting pursuant to a contractual relationship on an arm’s length basis, and the parties hereto do not intend that Citigroup act or be responsible as a fiduciary to the Borrower, its management, stockholders, creditors or any other person. Each of France and Citigroup hereby expressly disclaims any fiduciary relationship and agrees they are each responsible for making their own independent judgments with respect to any transactions entered into between them. France also hereby acknowledges that Citigroup has not advised and is not advising France or the

Borrower as to any legal, accounting, regulatory or tax matters, and that France and the Borrower are consulting their own advisors concerning such matters to the extent they deem appropriate.

France acknowledges that Citigroup and/or one or more of its affiliates may provide financing, equity capital, financial advisory and/or other services to parties whose interests may conflict with the France’s, the Borrower’s or the Company’s interests. Consistent with Citigroup’s policy to hold in confidence the affairs of its customers, neither Citigroup nor any of its affiliates will furnish confidential information obtained from France, the Borrower or the Company to any of Citigroup’s other customers. Furthermore, neither Citigroup nor any of its affiliates will make available to France or the Borrower confidential information that Citigroup obtained or may obtain from any other person.

Section 10. Governing Law, Etc. This Commitment Letter shall be governed by, and construed in accordance with, the law of the State of New York. This Commitment Letter sets forth the entire agreement between the parties with respect to the matters addressed herein and supersedes all prior communications, written or oral, with respect hereto. This Commitment Letter may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original and all of which, taken together, shall constitute one and the same Commitment Letter. Delivery of an executed counterpart of a signature page to this Commitment Letter by telecopier shall be as effective as delivery of an original executed counterpart of this Commitment Letter. Sections 3 through 8 and 10 through 13 hereof shall survive the termination of Citigroup’s commitment hereunder. France acknowledges that information and documents relating to the Facility may be transmitted through Intralinks, the internet or similar electronic transmission systems.

Section 11. Taxes; Payments. All payments under this Commitment Letter shall be non-refundable when paid and shall, except as otherwise provided herein, be made in MXP in Mexico and shall be made free and clear of and without deduction for any and all present or future taxes (including VAT), levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto. If France, the Borrower, the Company or the relevant borrower under the Facilities is required by law to deduct any such taxes, levies, imposts, deductions, charges or withholdings from or in respect of any sum payable to Citigroup, such paying party shall promptly pay the amount deducted to the relevant authorities and France hereby indemnifies Citigroup for any loss, cost, expense or other liability suffered by Citigroup by reason of any failure to make such deductions or make payment to the relevant authorities. France shall pay or cause the Borrower to pay any and all such taxes and shall, or shall cause the Borrower to indemnify Citigroup for and hold it harmless against any such taxes and any liability arising therefrom or with respect thereto.

To the fullest extent permitted by law, all payments hereunder shall be made regardless of any defense or counterclaim, including, without limitation, any defense or counterclaim based on any law, rule or policy which is now or hereafter promulgated by any governmental authority or regulatory body and which may adversely affect the Borrower’s obligation to make, or the right of Citigroup to receive, such payments, and such payments shall not be subject to set-off.

The obligation of France or the Borrower, as the case may be, in respect of any sum due from it to Citigroup hereunder shall, notwithstanding any judgment in a currency other than U.S. Dollars, be discharged only to the extent that on the business day following receipt by Citigroup of any sum adjudged to be so due in such other currency Citigroup may in accordance with normal banking procedures purchase U.S. Dollars with such other currency; if the U.S. Dollars so purchased are less than the sum originally due to Citigroup in U.S. Dollars, France agrees, as a separate obligation and notwithstanding any such judgment, to or shall cause the Borrower to, indemnify Citigroup against such

loss, and if the U.S. Dollars so purchased exceed the sum originally due to Citigroup in U.S. dollars, Citigroup agrees to remit to the Company such excess. Notwithstanding anything contained in this Section 11 and the Fee Letter to the contrary, CGMI will accept payment in MXP of any fees payable in connection herewith or with the Facilities to the extent that such fees relate to advances denominated in MXP.

Section 12. Consent to Jurisdiction, Etc. France hereby irrevocably and unconditionally (i) submits, for himself and his property, to the nonexclusive jurisdiction of any New York State court or Federal court sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding, (iv) consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to CT Corporation at 111 Eighth Avenue, New York, NY 10011, United States of America, or in any other manner permitted by applicable law, and (v) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Commitment Letter will affect Citigroup’s right to serve legal process in any other manner permitted by law or affect Citigroup’s right to bring any action or proceeding relating to this Commitment Letter or the transactions contemplated hereby against France or his property in the courts of any jurisdiction.

To the extent that France has or hereafter may acquire any immunity from jurisdiction of any court 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) with respect to himself or his property, France hereby irrevocably waives such immunity in respect of his obligations under this Commitment Letter.

Section 13. Waiver of Jury Trial. Each party hereto irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter or the transactions contemplated hereby or the actions of the parties hereto in the negotiation, performance or enforcement hereof.

Section 14. Patriot Act Compliance. CGMI hereby notifies you that pursuant to the requirements of the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies France and the Borrower, which information includes the name and address of France and the Borrower and other information that will allow CGMI to identify France and the Borrower in accordance with the Patriot Act. In that connection, CGMI may also request corporate formation documents, or other forms of identification, to verify information provided.

Section 15. Replacement by Borrower. The parties hereto agree that upon the initial disbursement under the Facilities, any and all references to “France” in this letter shall be deemed to be references to “Borrower,” and all rights and obligations of “France” shall be deemed to be assigned to, and shall consist of rights and obligations of, “Borrower”, other than any obligations imposed upon France under Section 3 of this Commitment Letter relating to the assistance of France with syndication efforts as further described in Section 3.

Section 16. Non-Duplication. All amounts payable under this Commitment Letter shall be payable without duplication; and to the extent any such amounts are paid by the Borrower, such amounts shall be deemed to satisfy France’s corresponding payment obligations.

Please indicate France’s acceptance of the provisions hereof by signing the enclosed copy of this Commitment Letter and the Fee Letter and returning them to Carlos Corona, Director, Citigroup Global Markets Inc., 390 Greenwich Street, New York, New York 10013 (fax: 212-723-8543) at or before 5:00 p.m. (New York City time) on Friday, May 11, 2007, the time at which Citigroup’s commitment hereunder (if not so accepted prior thereto) will terminate. If France elects to deliver this Commitment Letter by telecopier, please arrange for the executed original to follow by next-day courier.


	Very truly yours, CITIGROUP GLOBAL MARKETS INC.
	By /s/ Carlos Corona
	Name:	Carlos Corona
	Title:	Authorized Signatory


ACCEPTED AND AGREED
on May 10, 2007:

MR. FERNANDO CHICO PARDO

By		/s/ Fernando Chico Pardo

ANNEX I

THIS TERM SHEET IS ATTACHED TO THE AMENDED AND RESTATED COMMITMENT LETTER DATED MAY 10, 2007 BETWEEN FRANCE AND CGMI (THE “COMMITMENT LETTER”) AND FORMS AN INTEGRAL PART THEREOF. THIS TERM SHEET DOES NOT CONSTITUTE AN AGREEMENT BY FRANCE UNTIL THE COMMITMENT LETTER HAS BEEN ACCEPTED AND COUNTERSIGNED BY FRANCE. NOTE THAT NO INVESTMENT DECISION OR AGREEMENT HAS BEEN MADE TO PROCEED WITH THE ACQUISITION DESCRIBED BELOW BY ANY BORROWER, ITS SHAREHOLDERS OR AFFILIATES OR BY ANY OTHER POTENTIAL EQUITY PARTICIPANT REFERRED TO IN THIS DRAFT TERM SHEET.

TERM SHEET
for
SENIOR SECURED MULTI CURRENCY ACQUISITION FACILITY
of
UP TO MXP 5,667,000,000

SUBJECT TO CONTRACT AND CREDIT APPROVAL


1.	Borrower:	A special purpose Sociedad Anónima de Capital Variable (the “SPV1”), incorporated under the laws of Mexico, the capital stock of which is to be owned by France in the manner set out in Schedule 1.

2.	Target:	Alpha, a Sociedad Bursátil Anónima de Capital Variable, incorporated under the laws of Mexico and listed on the Bolsa Mexicana de Valores and the New York Stock Exchange, the total capital stock of which (including the Series B Shares and the Series BB Shares, the “Capital Stock”) is owned by India (as to 15%) and the balance of which is publicly held.

3.	Opco:	A subsidiary of Alpha which holds a Concession (as defined in the Participation Agreement dated 18 December 1998 between, inter alia, the Federal Government of the United Mexican States through the Ministry of Communication and Transportation and Alpha) (the “Participation Agreement”) and any subsidiary of Alpha which is awarded a concession in respect of the New Airport.

4.	Borrower Group:	The Borrower and its subsidiaries from time to time.

5.	Target Group:	The Target and the Opcos.


6.	Target Group Facilities:	Capital expenditure and working capital facilities being made available to the Target by CGMI under separate facility arrangements in accordance with the terms of a separate capex and working capital facility term sheet.

7.	New Airport:	The proposed New Riviera Maya International Airport for the development of which Target has submitted a proposal to the Mexican Government.

		The estimated commencement of commercial operation is January 2011. The land dedicated for the new airport is located about 10 km North-west of Tulum (approx 100 km from Cancun airport).

		Initially, the airport will be designed with a capacity for 3 million passengers, however fully developed by year 2015 (based on the traffic forecast and the distribution of traffic between Cancun airport and the new airport), the airport will have a capacity of approx. 4.5 million passengers.

8.	Acquisition:	Acquisition of Capital Stock (in the form of Series B Shares) by SPV2 (a) at Completion, in an amount of not less than 25% plus one share of the Capital Stock, such that SPV1 shall own, combined with the Series B Shares converted to Series B Shares held by SPV0 in connection with the Demerger of India (as described in Schedule 1 attached hereto, the “Demerger”), at least 32.35% +1 share of the Capital Stock of the Target and (b) within 12 months following Completion, in an amount that is intended to result in SPV1 directly or indirectly owning at least 50% + 1 share of the Capital Stock of the Target. The Demerger of India and the subsequent creation of SPV0 (including without limitation, the Purchase and Sale Agreement between France and Canada whereby Canada agrees to sell, and France agrees to buy from its available cash and independent of the Facilities, 49% of SPV0 such that France shall own 100% minus one share of SPV0) shall occur prior to or simultaneously with, the Completion.

9.	Acquisition Structure:	The acquisition structure is set out in Schedule 1 to the Term Sheet.


				The Finance Documents will contain provisions (i) permitting SPV1 to fund SPV2 by way of pre-equity contributions, in order for SPV2 to settle the Offers in compliance with Section 24, and (ii) the merger of SPV0 into SPV1 in which SPV1 is the surviving entity (the “Merger”), in each case as contemplated in Schedule 1 of the Term Sheet and without any further consents or approvals being required from the Mandated Lead Arranger, the Lenders, the Security Trustee or the Facility Agent. SPV2 shall be required to be the owner of the Capital Stock acquired in the Offers.

				Schedule 2 describes the parties to the Finance Documents (as hereinafter defined) both at completion of the purchase of the Tender Offers Capital Stock (“Completion”) and following the Demerger, including, without limitation, the guarantor and the parties pledging collateral to secure the obligations of the Borrower under the Finance Documents.

				The Offers may be subject to the following conditions (“Offer Conditions”).

				(a) receipt of regulatory approvals;

				(b) a minimum acceptance amounting to 25% + one share of the Capital Stock and voting rights not already held by India;

				(c) there being no change in or undertakings to change the share capital of Target or its Bylaws and there having been no announcements or proposals in relation thereto except as part of the Offer;

				(d) Target not having issued any convertible debt, warrants or other securities directly or indirectly convertible or exchangeable into Capital Stock;

				(e) there having been no material increase in net indebtedness of the Target or any material change in the business assets of the Target;

				(f) there having been no prohibition or material threat to Completion by legislation, court decisions, or decisions by public authorities; and


		(g) there not having occurred prior to Completion any Material Adverse Change (as defined in Section 41 below).

10.	Acquisition Process:	First, in respect of at least 25% plus one share of the Capital Stock (in the form of Series B Shares) (“Tender Offers Capital Stock”) by concurrent tender offers (the “Offers”) in Mexico (the “Mexico Tender Offer”) and the USA (the “USA Tender Offer”) (“Tranche 1”).

		Second, by the purchase on market of additional Capital Stock (in the form of Series B Shares) (the Post Tender Offers Capital Stock) which would take the combined shareholding of SPV1 and SPV2 up to 50% plus one share of the Capital Stock (“Tranche 2”).

		Borrower may at its sole discretion and without the consent of the Mandated Lead Arranger, Lenders or the Facility Agent:

		(i) extend the Offer period as permitted under applicable law and up to a maximum of 90 days;

		(ii) increase its Offer price, provided Borrower can demonstrate there is sufficient funding available from equity to cover the resulting additional obligations; and

		(iii) waive any of the Offer Conditions, provided that such waiver is not adverse to the interests of the Mandated Lead Arranger, as determined by the Mandated Lead Arranger in its reasonable discretion.

11.	Mandated Lead Arranger:	Citigroup Global Markets, Inc. (“CGMI”)

12.	Bookrunner:	CGMI

13.	Facility Agent:	Citibank, N.A.

14.	Security Trustee:	••••••

15.	Account Bank:	••••••

16.	Reference Banks:	Mandated Lead Arranger.


17.	Hedging Banks:	If the Borrower elects to enter into hedge agreements, Banco Nacional de Mexico, Integrante del Grupo Financiero Banamex (“Banamex”) has the option to provide at least 66.66%, and one or more Lenders in their capacity as a hedging bank have the option to provide at least 33.33%, of all interest and currency hedging in relation to the funding of the Acquisition, subject to the hedging being on market terms (pricing and structure) and in accordance with mechanics to be agreed and Schedule 5.

18.	Lenders Counsel:	Clifford Chance US LLP in respect of USA law matters and Mijares, Angoitia, Cortés y Fuentes, S.C. in respect of Mexican law matters.

19.	Borrowers’ Counsel:	Galicia y Robles, S.C. in respect of Mexican law matters; and

		Milbank Tweed Hadley & McCloy LLP in respect of USA law matters.


20.	Report Providers:	Legal: Galicia y Robles, S.C.

		Tax &
		Accounting: Ernst & Young LLP

		Business Plan: Jacobs Consultancy UK Limited

		Environmental: Waterman Environmental Limited

		Model Audit: Ernst & Young

		Lenders will have reliance on the reports of the Report Providers.

		The Mandated Lead Arranger acknowledges that all reports in relation to the Target have been prepared based only upon publicly available information and that due diligence has as a consequence been limited.

21.	Facility Amount:	Up to MXP 5,667,000,000 (the “Facility Amount”).

		The total amount available under Facility A and Facility B of Tranche 1 shall be equal to the quotient of (x) the sum of the aggregate tender offer price of (i) the Capital Stock actually acquired at Completion, (ii) the value of the Series B Shares resulting from the conversion of 7.35% of the Series BB Shares valued at the tender offer price, and (y) 1.5.

		The total amount available under Facility C and Facility D of Tranche 2 shall be equal to the quotient of (x) the aggregate price of the Capital Stock actually acquired with the proceeds of each Loan, as applicable, and (y) 1.5.

22.	Facilities	Facility A and B of Tranche 1 will be used to purchase a range between 25% (if less than 50% plus one share is acquired at Completion) and 42.65% (if 50% plus one share is acquired at Completion) of the shares pursuant to the Offers.

		Facility C and D of Tranche 2 will be used to purchase a range between 0% (if no less than 50% plus one share is acquired at Completion) and 17.65% (if less than 50% plus one share is acquired at Completion) of the shares of the Post Tender Offers Capital Stock.

		Facility A: a MXP denominated term loan facility in an amount corresponding to the range between a minimum of 50% of Tranche 1 and a maximum of 70% of Tranche 1.



		Facility B: a US$ denominated term loan facility in an amount corresponding to the range between a minimum of 30% of Tranche 1 and a maximum of 50% of Tranche 1 (such that the percentage of Facility A and Facility B will add up to 100% of Tranche 1).

		Facility C: a MXP denominated term loan facility in an amount corresponding to the range between a minimum of 50% of Tranche 2 and a maximum of 70% of Tranche 2.

		Facility D: a US$ denominated term loan facility in an amount corresponding to the range between a minimum of 30% of Tranche 2 and a maximum of 50% of Tranche 2 (such that the percentage of Facility C and Facility D will add up to 100% of Tranche 2).

		All Facilities are drawable in MXP in a total maximum amount of MXP 5,667,000,000, the sum of which is subject to compliance with the Facility Amount formula outlined in Section 21.

		The US$ amount of Facility B will be set using the MXP/US$ exchange rate applicable on the Completion Date and as determined by the Borrower and Banamex at the time of Completion. Interest service and capital repayment on Facility B will be in US$.

		The US$ amount of Facility D will be set using the MXP/US$ exchange rate applicable on the date of the applicable drawdown and as determined by the Borrower and Banamex at the time of such drawdown. Interest service and capital repayment on Facility D will be in US$.

		CGMI will use its best efforts to ensure that the aggregate amount of Facility A and Facility C remains as close as possible to 70% of the Facility Amount and that the MXP equivalent of the aggregate amount of Facility B and Facility D remains as close as possible to MXP 30% of the Facility Amount.

23.	Purpose:	The Facilities will be available to finance:

		(a) amounts payable by the Borrower pursuant to the Offers and in connection with the purchase of the Post Tender Offer Capital Stock;


		(b) an amount necessary to fund the DSRA (as defined in Section 56) at Completion and subsequently in connection with the purchase of the Post Tender Offer Capital Stock; and

		(c) fees, commissions, costs and expenses (and taxes on them) and all taxes, stamp duty, registration and similar taxes incurred by or on behalf of the Borrower in connection with the Offers and in connection with the purchase of the Post Tender Offer Capital Stock.

24.	Shareholder Funding:	Immediately prior to Completion, the Shareholders will provide equity contributions in such amounts as to provide the balance of funding necessary for the acquisition of the Tender Offers Capital Stock (including the fees, commissions, costs and expenses incurred by or on behalf of the Borrower in connection therewith) that is not provided under the Facilities (“Tender Offers Shareholder Funding”).

		Immediately prior to a draw down under Facility C or Facility D, the Shareholders will provide equity contributions in such amounts as to provide the balance of funding necessary for the acquisition of the Capital Stock (including the fees, commissions, costs and expenses incurred by or on behalf of the Borrower in connection therewith) being acquired with the proceeds of Facility C or Facility D, as applicable that is not provided under the Facilities (“Shareholder Funding”).

		Such contributions will be by way of share capital, pre-funded equity, unsecured subordinated loans (which may be convertible) or equivalent; provided that any funding not in the form of subscription for share capital shall be in form and substance reasonably acceptable to the Mandated Lead Arranger with such terms to include, without limitation, prohibitions on repayments prior to the Facilities having been repaid in full other than as Permitted Payments (as further described in Section 57 below). The right to receive repayments of pre-funded equity will be granted in favor of a guaranty trust agreement as described in Schedule 2A. If such pre-funded equity subsequently becomes capitalized, it shall no longer be subject to the restrictions noted above (other than the restrictions on Permitted Payments further described).


25.	[Reserved]

26.	Signing Date:	The date of signing of the finance documents reflecting the provisions of this Term Sheet, such documents to include a credit agreement (the “Facility Agreement”), security documents, hedging strategy letter and any other documents necessary to consummate the transactions described herein (together the “Finance Documents”).

27.	Completion Date:	The earlier to occur of the settlement date under (i) the US Tender Offer and (ii) the Mexico Tender Offer.

28.	Calculation Date:	As defined in Schedule 3 attached hereto.

29.	Availability:	Each of Facility A and Facility B will be available from the Signing Date until Completion.

		Amounts not drawn under Facility A and Facility B will be cancelled in full on the earliest to occur of (i) 60 days having elapsed since the Signing Date and the Offers not having been made, and (ii) the date both Offers have been withdrawn or lapse.

		Only 1 draw under Facility A and Facility B shall be permitted, which shall be at Completion.

		Each of Facility C and Facility D will be available for a period of 12 months from and after Completion (the “Availability Period”). Draw downs under Facility C and Facility D are subject to a minimum draw down amount equal to MXP 50,000,000. Each draw down under Facility C must be made simultaneously with a draw down under Facility D.

		The initial interest period for each borrowing shall be a stub period, such that all borrowings shall be subsequently combined so that all Eurodollar borrowings have one interest period, and all MXP borrowings have one interest period.

30.	Final Maturity Date:	7 years from initial disbursement.

31.	Fees:	A commitment fee (the “Commitment Fee”) equal to 30% of the applicable Margin.

32.	[Reserved]


33.	[Reserved]

34.	Interest Rate:	The aggregate of:

		(a) the applicable Margin; and

		(b) TIIE (for Facility A and Facility C) and LIBOR (for Facility B and Facility D).

35.	Default Interest Rate:	The Default Interest Rate shall apply upon the occurrence and continuance of a default and shall consist of:

		Facility A and Facility C: The applicable Interest Rate plus 1.0x TIIE per annum.

		Facility B and Facility D: The applicable Interest Rate plus 2% per annum.

36.	Margin:	For all Facilities, based on the following leverage grid:

		Consolidated Debt/EBITDA

		(as defined in Schedule 3)	Margin
		> 6.00x		3.50	%

		Btwn 5.50x and 6.00x		3.25	%

		Btwn 5.00x and 5.50x		3.00	%

		Btwn 4.50x and 5.00x		2.75	%

		< 4.50x		2.50	%


37.		TIIE:		A periodic rate equal to the 28-day Mexican Benchmark Interbank Deposit Rate (Tasa de Interés Interbancaria de Equilibrio) (“TIIE”), as quoted by Banco de México and published in the Federal Official Gazette. Interest shall be calculated on the basis of a year of 360 days for actual days elapsed. If TIIE is not available, TIIE shall be determined by the Facility Agent by reference to rates quoted by the Reference Banks.


38.	LIBOR:	LIBOR for selected Interest Period set by reference to the appropriate Telerate 3750 page or, if this is not available, to be determined by the Facility Agent by reference to rates quoted by the Reference Banks. Interest will be payable at the end of each Interest Period and will be computed on a 360-day basis.

39.	Interest Periods:	For Facility A and Facility C: Interest Periods will be 30 days or 3 months (or such other Periods as may be agreed) at the option of the Borrower. For Facility B and Facility D: Interest Periods will be 1, 2, 3 or 6 months (or such other periods as may be agreed) at the option of Borrower. No Interest Period may overrun a Final Maturity Date.

40.	Interest Payments:	Interest in respect of Facility B and D will be payable in arrears at the end of each Interest Period provided that for any Interest Period in excess of 3 months, accrued interest will be payable on the last day of each 3-month period falling during such Interest Period and on the last day of such Interest Period.

		Interest in respect of Facility A and C will be payable in arrears at the end of each calendar one or three month period for Interest Periods of 28 and 91 days, respectively.

41.	Conditions Precedent to Signing:	The following conditions precedent to signing have been complied with to the satisfaction of the Mandated Lead Arranger before signature of the Finance Documents:

		(a) Receipt by the Facility Agent of the following documents:

		(i) certified copies of the bylaws (or equivalent constitutive documents) of the Borrower;

		(ii) relevant board resolutions of the Borrower;

		(iii) specimen signatures for the persons authorised in the board resolutions referred to at (ii) above;

		(iv) receipt of all relevant corporate and shareholder consents (originals or certified copies);


				(v) a copy of the audited financial model showing financial projections up to 2048 showing the ability of Borrower to service the Facilities and incorporating the Business Plan;

				(vi) the executed Hedging Letter containing the Hedging Strategy agreed by the Lenders;

				(vii) agreed form of all Finance Documents which are not signed at the Signing Date;

				(viii) legal opinions from the Borrower’s counsel and the Mandated Lead Arranger’s counsel;

				(ix) evidence of commitment of the Shareholder Funding;

				(x) drafts of the offer documents for the USA Tender Offer and the Mexico Tender Offer in substantially the same form as intended for the final offer documents;

				(xi) provision of all information required by the Mandated Lead Arranger for the purposes of complying with “know your customer” requirements;

				(xii) group structure chart showing the structure both pre-acquisition and intended post acquisition;

				(xiii) each of the due diligence reports from the Report Providers referred to in Section 20 addressed to the Lenders or with appropriate reliance letters;

				(xiv) copy of the latest audited financial statements published by Target and latest quarterly financials; and

				(xv) confirmation as to the solvency of the Borrower;

				(b) Execution by France of the Target Group Facilities Mandate Letter;


		(c) all Certain Funds Representations shall be true and correct; and

		(d) the absence of any Material Adverse Change with respect to the Target or the Borrower.

		“Material Adverse Change” means, with respect to any person, any condition, event or development that, individually or in the aggregate, results in a material adverse change in or effect on such person, its operations and business activities, its financial position or prospects and, in the case of Target, its failure to publish information not otherwise in the public domain about matters that may have a material adverse impact on Target that was not previously reported by Target, including previously undisclosed litigation or other liability.

42.	Advances:	The draw down under each Facility may be made by submission of a draw down notice in an agreed form on not less than 2 and not more than 7 business days notice.¹

		The Advance under each Facility will be in cash in MXP or US$(as applicable to the particular Facility) in minimum amounts of MXP 10,000,000 (or the equivalent in US$).

43.	Certain Funds:	In respect of the initial draw down under the Facilities, the only conditions to draw down will be that (i) Conditions Precedent to first draw down set out in Section 44 are satisfied (ii) the Certain Funds Representations need be true and accurate; and (iii) no Certain Funds Event of Default shall have occurred.

		“Certain Funds Representation” means the representations in paragraphs (a) through (s), (u), (w), (x), (y)(1), (z), (bb) and (cc) of Section 51.

		“Certain Funds Event of Default” means the events of default in paragraphs (c) (in respect of the Certain Funds Representations only), (d) (with respect to the Borrower and the Target only), (e), (f), (g), (h), (i), (j) and (k) of Section 59.

44.	Conditions Precedent to Initial Draw Down:	The first utilisation of the Facilities may not be drawn until the Mandated Lead Arranger has received and is satisfied with the following documents:


¹		Timing for drawdowns to be reviewed to suit settlement requirements under the USA Tender Offer and the Mexico Tender Offer.


				(a) compliance certificate as to no breach of borrowing limits by the Borrower;

				(b) executed Finance Documents;

				(c) evidence of arrangements to pay the fees, costs and expenses due from the Borrower under the Finance Documents and in accordance with the Fee Letters;

				(d) confirmation from the Borrower as to use of proceeds;

				(e) copies of the consents or no objection certificates from the Mexican anti-trust authority, CNBV (the Mexican Securities Regulator) and SCT (the Ministry of Communications) to the Acquisition or, in each case, the expiry of the applicable statutory period without notification of objection and authorization from the CNBV to carry out the tender offer;

				(f) confirmation from the Borrower that it has received acceptances from offerees under the USA Tender Offer and the Mexico Tender Offer such that, at Completion, the Borrower will own (or in the case of American Depositary Shares, control) Series B Shares in the Capital Stock of not less than 25% + one share of the Capital Stock;

				(g) evidence that the Borrower has received the Tender Offers Shareholder Funding;

				(h) copies of the offer documents for the USA Tender Offer and the Mexico Tender Offer and the Purchase and Sale Agreement in respect of the shares of SPV0;

				(i) evidence of first priority perfection of security interest in all Collateral, with any customary exceptions for registration in Mexico;

				(j) the absence of a Material Adverse Change with respect to the Borrower or Target;

				(k) the accuracy and completeness of the Certain Funds Representations;

				(l) [reserved];


		(m) the Bancomext Trust shall be amended so that the Series BB Shares deposited in the Bancomext Trust shall be voted in the same manner as the majority of the Series B Shares;

		(n) agreement by Canada that it will not vote against the incurrence by Alpha of the Target Group Facilities;

		(o) 7.35% of the Series BB Shares owned by India shall have been converted into Series B Shares; and

		(p) resolutions of the shareholders of India authorizing the Demerger (subject only to the relevant publications, notarization and registration in the Public Registry of Commerce) and evidence of the transfer to SPV0 of the 7.35% converted Series BB.

45.	Conditions Precedent to Subsequent Draw Downs	Draw downs under Facility C and Facility D may only be made if on the date of the draw down request and on the actual draw down date:

		(a) no Event of Default or Default is continuing or would result from the proposed drawdown;

		(b) all representations to be repeated on those dates are true and correct; and

		(c) evidence that (i) the Borrower has received the Shareholder Funding in sufficient amount for such draw down and (ii) a certificate from the Borrower certifying as to the number of shares of Capital Stock being acquired with the proceeds of such draw down.

46.	Repayment:	Subject to Sections 47 and 48, all Facilities will be repaid in full on or before the Final Maturity Date.

47.	Voluntary Prepayment and Cancellation:	Upon five business days’ prior written notice to the Facility Agent, any Facility may be prepaid in whole or in part (if in part, in minimum amounts and multiples of MXP 10,000,000 or the equivalent in US$) without penalty, but subject to standard break costs on the amount prepaid only if such amount is not repaid at the end of an Interest Period.


		Voluntary prepayments will be applied pro rata to all Facilities.

		Any amount prepaid under this section may not be redrawn.

48.	Mandatory Prepayment/ Amortization:	Unless otherwise agreed by the Lenders, the Borrower will prepay and cancel the Facilities:

		(a) in full upon a flotation or an initial public offering of the Borrower;

		(b) in full upon Change in Control (as defined below);

		(c) in full if, after the Merger of SPV0 with SPV1, the Borrower ceases to own, directly or indirectly, at least 32.35% plus one share of the Capital Stock;

		(d) with the net proceeds received by the Borrower from the sale of any assets, to the extent such receipts in any financial year exceed US$ 10,000,000 or equivalent unless reinvested within 9 months;

		(e) with amounts of Excess Cash standing to the credit of the Secured Accounts in accordance with Section 58;

		(f) with amounts of Excess Cash (as defined in Schedule 3) as follows:


				Year 1: 100% of Excess Cash;

				Year 2: 65% of Excess Cash;

				Year 3: 50% of Excess Cash;

				Year 4: the higher of 5% of the Facility Amount or 50% of Excess Cash;

				Year 5: the higher of 10% of the Facility Amount or 50% of Excess Cash;

				Year 6: the higher of 10% of the Facility Amount or 50% of Excess Cash; and

				Year 7: 100% of Excess Cash; and


		(g) with the net proceeds of all new banking facilities, loans or other financial indebtedness entered into or raised by the Borrower, except for Permitted Financial Indebtedness.

		If as of the end of the Availability Period, Borrower shall fail to own, directly or indirectly, at least 50% plus one share of the Capital Stock of Target, the percentage of Excess Cash set forth in each of Years 2 through 6 above shall be increased to 100%. If and when the Borrower owns, directly or indirectly, at least 50% plus one share of the Capital Stock of Target, then the percentage of Excess Cash to be applied pursuant to clause (f) above shall correspond to the then-existing year.

		“Affiliate” means with respect to any entity any company, partnership or other entity which directly or indirectly controls, is controlled by or is under common control of such entity.

		“Change of Control”, at any date, means the failure of France and/or Canada, individually and/or collectively, to possess, directly or indirectly, whether through the ownership of voting stock, contract or otherwise, the power to elect or designate for election, the majority of the board of directors of theTarget Group, SPV0, SPV1 and SPV2 or to direct or cause the direction of the management or policies of the Target Group, SPV0, SPV1 and SPV2.

		Amounts prepaid pursuant to this provision will be applied pro rata to all Facilities after being used to fund any breakage costs under hedging arrangements to which the Borrower is a party caused by such mandatory prepayments.

49.	Security:	The Security Trustee shall be granted a first priority perfected security interest in the collateral described in Schedule 2. The process by which such perfection shall be achieved is outlined in the collateral memo attached as Schedule 2A (the “Collateral Memo”).

50.	Permitted Financial Indebtedness:	Unless otherwise agreed by the Majority Lenders the Borrower Group shall not incur additional financial indebtedness except for:


				(a) subordinated loans forming part of the Shareholder Funding, subject to the consent of the Mandated Lead Arranger (not to be unreasonably withheld);

				(b) inter-company loans among the Borrower Group (excluding the inter-company loans among the Target Group which shall be covered by clause (d) below), provided such loans are subordinated to the Facilities on terms reasonably satisfactory to the Mandated Lead Arranger;

				(c) ancillary treasury transactions entered into in the ordinary course of business and not for speculative purposes;

				(d) the Target Group Facilities and any loans made between members of the Target Group, provided that with respect to any inter-company loan from any Opco to Alpha, such loan shall be subordinated to the Facilities solely upon the occurrence of an Event of Default;

				(e) with respect to non-recourse indebtedness incurred by a non-recourse subsidiary, any indebtedness to fund the acquisition or construction of airport related property;

				(f) with respect to indebtedness incurred by a recourse subsidiary, indebtedness to fund the acquisition or construction of airport related property, provided that (i) the pro forma Borrower Debt Service Cover Ratio (excluding principal repayments), accounting for such indebtedness, shall be greater than 1.5x, (ii) immediately before and after the incurrence of such indebtedness no Default or Event of Default shall have occurred; (iii) the indebtedness is incurred by Target or such other member of the Target Group, (iv) the indebtedness is unsecured, and (v) no principal repayments shall be made on such indebtedness until the date that is at least 12 months following the Final Maturity Date of the Acquisition Facilities; and

				(g) normal trade debt incurred in the ordinary course of business.


				The Borrower shall not permit Alpha to incur any indebtedness except for:


				(1) The Target Group Facilities and any additional indebtedness permitted thereunder;

				(2) Any loans made between members of the Target Group; and

				(3) Any facility permitted under paragraphs (e) and (f) above.


51.	Representations and Warranties:	The Borrower will make the following representations and warranties in respect of itself in customary form for a facility of this nature and as appropriate to this transaction, to include appropriate materiality/threshold tests, pre-agreed exceptions (identified in due diligence reports or otherwise) and knowledge qualifiers of the Borrower, in each case where appropriate. Such representations are to be made on the Signing Date and thereafter as representations and warranties shall be deemed repeated on a basis (except with respect to the initial disbursement which shall be subject to Section 43 above) to be agreed:

		(a) due incorporation of the Borrower;

		(b) legal, valid and binding obligations of the Borrower;

		(c) non-conflict with other obligations of the Borrower;

		(d) legal powers of the Borrower;

		(e) due authorisation by the Borrower of Finance Documents;

		(f) due authorisation by the Borrower of the Offers;

		(g) governing law, enforcement of judgments, validity and admissibility;

		(h) no filing or stamp taxes that have not been made/paid by the Borrower;

		(i) no default;


				(j) [reserved];

				(k) financial statements;

				(l) first priority security interests in the Collateral, with any customary exceptions for registration in Mexico;

				(m) pari passu ranking of Advances;

				(n) ownership of assets of the Borrower;

				(o) no other business of the Borrower (other than that associated with the Target, the Acquisition and the Merger);

				(p) share capital of the Borrower fully paid up and transferable as permitted in the Participation Agreement, the Bylaws of the Borrower and the Trust Agreement;

				(q) Capital Stock owned by the Borrower fully paid up;

				(r) Capital Stock owned by the Borrower freely transferable subject to the provisions of the Participation Agreement, the Bylaws of the Target and applicable law and regulations;

				(s) no encumbrances on the assets of the Borrower other than security created pursuant to the Finance Documents;

				(t) no encumbrances on the assets of the Target other than encumbrances permitted under the Target Group Facilities;

				(u) no financial indebtedness of the Borrower Group other than under the Finance Documents and Permitted Financial Indebtedness;

				(v) group structure chart is correct;

				(w) no insolvency;

				(x) compliance by the Borrower with all laws;


		(y) all material consents and filings required to be made to conduct the business of (1) the Borrower, and (2) the Target have been made or obtained and are in full force and effect;

		(z) no proceeding or litigation pending or threatened;

		(aa) insurance coverage of the Borrower Group is in line with prudent market practice subject to availability in the market;

		(bb) accuracy of information provided to Lenders (repeated when information is provided and on first syndication);

		(cc) taxation (taxes fully paid/discharged);

		(dd) tax status; and

		(ee) the absence of any Material Adverse Change with respect to the Borrower or Target.

		For purposes of the Finance Documents, “Material Adverse Effect” means a material adverse effect on:

		(a) the ability of the Borrower or the Target to perform its payment or other material obligations under the Finance Documents;

		(b) the business or financial condition of the Borrower Group taken as a whole; or

		(c) the validity or enforceability of any Finance Document.

52.	Information Covenants:	The Borrower to provide the following to the Facility Agent:

		(a) audited consolidated annual financial statements for the Target, and the Borrower within the relevant statutory timeframe (including the relevant information for the CUCA (Cuenta de Capital de Aportación) and the CUFIN (Cuenta de Utilidad Fiscal Neta));


				(b) unaudited financial statements for the Target and the Borrower every fiscal quarter of the financial year within 45 days together with a compliance certificate from the responsible officer (including the relevant CUCA and CUFIN information);

				(c) a copy of the Borrower’s budget for the Borrower Group to be provided within 45 days after the beginning of the financial year (which shall include, as and when delivered by Target to the governmental authorities under the Concession Agreements, the Master Development Plan);

				(d) other information regarding the Borrower Group as the Facility Agent may reasonably request (to the extent that such information relating to the Target Group is not publicly available and the Borrower is not otherwise legally prohibited from disclosing such information);

				(e) details of any actual or potential investigation or proceedings by any governmental authority into the Borrower Group’s activities or other circumstances which could be reasonably likely to result in a Material Adverse Effect;

				(f) all notices and correspondence from any governmental authority received by the Borrower which could be reasonably likely to result in a Material Adverse Effect;

				(g) details of any transfer by the Borrower Group of shares in the Borrower;

				(h) notification of any Default or Event of Default within five business days after a senior officer obtains knowledge of it, and a certificate of a responsible officer setting forth the details thereof;

				(i) notification of any material change or requested material change in the terms of any Concession;

				(j) from and after 18 months following the Completion Date, upon the request of the Majority Lenders and in no event more than two times during the term of the Facilities, an updated financial model showing financial projections up to 2048 showing the ability of Borrower to service the Facilities and incorporating the Business Plan; and


				(k) Delivery of copies of:


				(1) all financials reports and notices the Borrower sends to creditors generally; and

				(2) any financial statements and reports that the Borrower files with the CNBV, the SEC or the regulatory authority of any securities exchange.


53.	Covenants:	Undertakings applicable as appropriate to the Borrower on the following matters in customary form for transactions of this nature, to include appropriate materiality tests, permitted exceptions and, where appropriate, de minimis provisions. All undertakings are (save where indicated) to be subject to waiver or amendment with the consent of the Majority Lenders:

		(a) compliance by each member of the Borrower Group with environmental and other laws;

		(b) maintain pari passu ranking of obligations;

		(c) negative pledge applicable to the Borrower Group with permitted exceptions under the Finance Documents;

		(d) no disposal and transfer of assets by the Borrower Group in excess of US$10m in any financial year except in the ordinary course of business unless reinvested within 9 months;

		(e) no additional financial indebtedness (including guarantees and reimbursement obligations) of the Borrower Group other than under the Finance Documents, the Permitted Financial Indebtedness and Target Group Facilities;

		(f) restriction on acquisitions and mergers by the Borrower Group, except for (i) the Merger, and (ii) for the New Airport;

		(g) restriction on investments and granting of loans by the Borrower Group (carve out for inter-company loans, loans permitted under the Finance Documents and the Target Group Facilities, investments in the Borrower Group, investments in marketable securities, and other exceptions to be agreed);


				(h) no dealings by the Borrower Group other than on arms length terms (all transaction and equity documents to which Borrower is a party to at Completion, if any, and as may be contemplated in Schedule 1 accepted as being at arm’s length);

				(i) adherence to the Hedging Strategy;

				(j) [reserved];

				(k) restrictions on the activities of SPV1, provided that SPV1 shall be permitted to enter into certain transactions in order to optimize its VAT status;

				(l) prohibition on new joint ventures entered into by SPV1;

				(m) no payments by the Borrower to its shareholders or any related party other than Permitted Payments;

				(n) payment of taxes;

				(o) no change of accounting date;

				(p) no amendment to incorporation documents of the Borrower Group which would be prejudicial to the Lenders;

				(q) procurement, compliance and maintenance of all authorisations, licences, consents;

				(r) maintenance of insurance coverage by the Borrower Group in line with prudent industry practice subject to availability in the market;

				(s) no variation, waiver or amendment to the terms of the Offers which could be reasonably likely to be adverse to the Lenders except as permitted hereunder;

				(t) no variation, waiver or amendment to the terms of any Concession which could be reasonably likely to be adverse to the Lenders;

				(u) no abandonment of business;

				(v) maintenance and protection of assets including intellectual property;


				(w) the Borrower shall not take any action to restrict the payment of dividends, with the following exceptions (i) any restrictions or encumbrances by reason of applicable law, rule or regulation, (ii) any restrictions in the Finance Documents and under the Target Group Facilities (and any refinancing thereof to the extent no more restrictive than the Target Group Facilities), and (iii) any restrictions in connection with Permitted Financial Indebtedness that are no more restrictive than the restrictions contained under the Finance Documents;

				(x) Borrower to open and maintain with the Account Bank secured bank accounts (the “Secured Accounts”) into which any amounts subject to Lock-Up are paid;

				(y) compliance with Material Contracts (as defined in the Finance Documents) and no termination of Material Contracts which could be reasonably likely to result in a Material Adverse Effect;

				(z) Borrower Group will keep proper books of record and account and permit after reasonable prior notice any designated representatives by the Facility Agent to visit, at the expense of the Lenders, the premises of any member of the Borrower Group and to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and, in the presence of the Borrower’s officers, the independent accountants, in each case as often as reasonably requested and in no event more than two times per year;

				(aa) Borrower shall (i) cause Target to file and (ii) use its best efforts to have declared effective with the SEC a shelf registration statement in respect of the Capital Stock of Target within 12 months of the Completion Date;

				(bb) Borrower shall use its commercially reasonable efforts to cause Target to refinance the Target Group Facilities prior to their respective final maturity date, such that the refinanced Target Group indebtedness matures no earlier than ninety (90) days after the Final Maturity Date for these Facilities;


		(cc) Borrower will comply with the terms of the Collateral Memo; and

		(dd) No payments by SPV2 except Upstream Payments and Holdco Costs. For purposes of this section, (i) ”Upstream Payments” shall mean payments to its shareholders (i.e., SPV1 and the non-SPV1 holder of one SPV2 share), pro rata according to their ownership percentage of SPV2, in the form of dividends, upstream loans, management fees, capital reductions, and principal, interest or other payments on shareholder funding (including, without limitation, payments on pre-funded equity and any shareholder funding provided after Completion) and (ii) ”Holdco Costs” shall mean payments to third parties of reasonable and customary costs and expenses (including taxes) of a holding company. Upstream Payments shall be made as frequently as practicable within reasonable business discretion of SPV2.

54.	Clean-Up Period:	The Representations and Warranties, Covenants and Events of Default will be qualified during the Clean-Up Period. During the Clean-Up Period, any breach of an undertaking which arises with respect to the Target Group shall not constitute an Event of Default unless:

		(a) the Borrower could reasonably be expected to have exercised control to prevent or cure such breach in the time available since the Signing Date;

		(b) the breach could be reasonably likely to have a Material Adverse Effect;

		(c) the breach was directly caused by or approved by the Borrower; or

		(d) the breach exists on the expiration of the Clean-up Period.

		The Clean-Up Period will expire on the date falling 3 months after the Completion Date.

55.	Financial Covenants:	“Borrower Debt Service Cover Ratio” to be greater than 1.1x at any Calculation Date.


				“Consolidated Debt : EBITDA” at any Calculation to be less than:


			Consolidated
		Period	Debt/EBITDA
		The period from Completion through December 31, 2007		<6.5x

		The period from January 1, 2008 through December 31, 2008		<6.0x

		The period from January 1, 2009 through December 31, 2010		<5.5x

		The period from January 1, 2011 through June 30, 2011		<5.0x

		The period from July 1, 2011 through June 30, 2012		<4.5x

		The period from July 1, 2012 thereafter		<4.0x

		“Consolidated Net Worth”: The Borrower shall maintain at each Calculation Date a positive Consolidated Net Worth.

56.	Debt Service Reserve Account:	At Completion the Borrower will establish with the Account Bank a debt service reserve account (“DSRA”) with a balance equal to 100% of the interest payable under the Facilities drawn at Completion during the following twelve (12) months.

		Prior to making any Permitted Payment the balance of the Debt Service Reserve Account must be at least equal to 100% of the interest payable in respect of the Facilities during the six months following the relevant Calculation Date.

		The required DSRA balance can be reduced to an amount equal to 3 months of interest payable in respect of the Facilities if on the two most recent Calculation Dates, the Borrower Consolidated Debt : EBITDA Ratio is less than 3.25x.

		The Borrower may at any time use funds in the DSRA to pay interest on the Facilities.


57.	Permitted Payments:	Permitted Payments, i.e. dividends, upstream loans, management fees, capital reductions, and principal, interest or other payments on shareholder funding (including, without limitation, payments on pre-funded equity and any shareholder funding provided after Completion) will be permitted subject to certain exceptions following each Calculation Date only if no Lock-Up Event has occurred. Permitted Payments may only be made from Available Cash for Distribution within 45 days of the date of delivery of the relevant compliance certificate.

		Permitted Payments may be made twice per year.

58.	Lock-Up Events:	Any of the following shall be a Lock-Up Event:

		(a) Borrower Debt Service Cover Ratio to be less than 1.25x at any Calculation Date, provided that the first Calculation Date for purposes of the determination of a Lock-Up Event will be 30 June 2008);

		(b) payments under the Finance Documents are not current;

		(c) the DSRA is not fully funded as described in Section 56 above; or

		(d) an Event of Default or Default has occurred and is continuing.

		Borrower shall procure that promptly following the occurrence of a Lock-Up Event, Excess Cash at that Calculation Date is paid into the relevant Secured Account.

		If Lock-Up continues for more than 12 months (i.e., Lock-Up on three consecutive Calculation Dates) then the Excess Cash that was deposited into the Secured Accounts on the first such Calculation Date shall be prepaid in accordance with Section 48. If Lock-Up continues on a fourth consecutive Calculation Date then the Excess Cash that was deposited into the Secured Accounts on the second such Calculation Date shall be prepaid in accordance with Section 48 and so on.

		If a Lock-Up Event is cured and no other Lock-Up Event is continuing as of any Calculation Date all amounts standing to the credit of the Secured Accounts shall be released to be available for use as Permitted Payments on the next following Calculation Date.


59.	Events of Default:	Applicable as appropriate to the Borrower Group and subject, where appropriate, to materiality tests, permitted exceptions, the Clean-Up Period, cure periods and de minimis provisions (in addition to any set out below). Each of the events may be waived and any remedy period extended with the approval of the Facility Agent (acting on the instructions of the Majority Lenders):

		(a) failure by the Borrower to pay any sum when due (for payments other than of principal with 5 business days grace);

		(b) breach of covenants, including financial covenants, and other obligations under the Finance Documents;

		(c) representations or warranties untrue when made or deemed repeated;

		(d) insolvency and related events applying to the Borrower Group;²

		(e) cessation of business by SPV1 or any member of the Target Group;³

		(f) termination, non-renewal or revocation of one or more Concessions and such Concessions are not renewed or the SCT does not agree that the businesses which are the subject of such terminated Concessions may continue to be operated by the Target without a replacement Concession or otherwise, which is reasonably likely to result in the Borrower being unable to service the Facilities;

		(g) cross default and cross acceleration of any member of the Borrower Group (subject to a threshold of US$10m or equivalent); provided that a default at Borrower will not result in cross-default or cross-acceleration at Target Group;

		(h) failure of any member of the Borrower Group to comply with any final monetary judgment (subject to a threshold of US$10m or equivalent) or with any final non-monetary judgment that has or would be reasonably likely to result in a Material Adverse Effect;


²		To be restricted to SPV1, Target and the material members of the Target Group (i.e. only those Opcos that contribute more than 5% of the consolidated Target EBITDA).

³		To be restricted to SPV1, Target and the material members of the Target Group (i.e. only those Opcos that contribute more than 5% of the consolidated Target EBITDA).


		(i) expropriation or nationalisation that has or would be reasonably likely to result in a Material Adverse Effect;

		(j) Finance Documents or any material provision thereof becomes unenforceable or cease to be in full force and effect;

		(k) repudiation of the Finance Documents;

		(l) the Finance Documents in respect of the Target Group Facilities are not signed within ninety (90) calendar days from Completion; and

		(m) a failure by the holder of the Series BB Shares to vote the shares in the Bancomext Trust in a manner consistent with the holder of the majority of the Series B Shares in any resolution relating to the payment of dividends by, and reductions of capital of, Target.

60.	Transferability:	No transfers will be permitted prior to Completion.

		Each of the Lenders will have the right to assign to one or more banks or other financial institutions all or a portion of its rights and obligations under the Operative Documents, with the consent of the Facility Agent and, except in the event of a default or an Event of Default, the Borrower, such consent not to be unreasonably withheld and which shall be deemed to be consented within 15 days of the Lender’s request. Each such assignee must meet certain requirements to be agreed. Minimum aggregate assignment level of MXP 50 million (or its equivalent in US$) and increments of MXP 10 million (or its equivalent in US$) in excess thereof. An assignment fee of US$3,500 is payable to the Facility Agent by the Lender upon any such assignment occurring (including, but not limited to an assignment by a Lender to another Lender). Should any Lender decide to register as a foreign financial institution with the Secretaría de Hacienda y Crédito Público, the Borrower shall pay reasonable costs and expenses associated with registration provided that the Borrower shall only pay for legal expenses to the extent that a firm designated by the Borrower provides the legal services.


		In the event that any payment under the Facilities is subject to withholding tax, the Borrower shall only be liable to gross up such withholding tax up to a Mexican Withholding Tax at the 4.9% rate. The Borrower shall not be obligated to cover any Lender-related VAT costs.

		Each of the Lenders will also have the right, without consent of the Borrower or the Facility Agent, to assign (i) as security, all or part of its rights under the Loan Documentation to any Federal Reserve Bank and (ii) with notice to the Borrower and the Facility Agent, all or part of its rights and/or obligations under the Operative Documents to any of its affiliates or other Lenders.

		Each Lender will have the right to sell participations in its rights and obligations under the Operative Documents, subject to customary restrictions on the participants’ voting rights (and appropriate restrictions in connection with potential additional withholding taxes, if deemed advisable by Mexican counsel).

		Except as specifically noted above, any assignments or participations by the Lenders shall be at no cost or expense of the Borrower.

		Each Lender or participant must book the loans under the Facilities through offices that are outside the USA in such manner as to qualify for exemption under Section 221.6(c) of Regulation U issued by the Board of Governors of the Federal Reserve System pursuant to the Securities Exchange act of 1934.

61.	Withholding Tax:	In the event that any payment under the Facilities is subject to withholding tax, the Borrower shall only be liable for such withholding tax up to a Mexican Withholding Tax at the 4.9% rate.

		Gross-up will be made on Withholding Taxes up to 4.9% only.

62.	Expenses:	Reasonable expenses including legal and other out of pocket expenses incurred by the Lenders, the Mandated Lead Arranger, the Facility Agent, Account Bank, hedging banks and the Security Trustee associated with the negotiation, establishment, documentation, syndication and execution of the Finance Documents and related documentation including hedging documentation plus applicable sales tax will be for the account of the Borrower, subject to any agreed upon caps.


		All reasonable legal fees and other out of pocket expenses in connection with enforcement of the Finance Documents and any subsequent consents or amendments of the Finance Documents, will be for the account of the Borrower.

63.	Documentation:	The Facilities will be evidenced by the Facilities Agreement and other relevant Finance Documents. The Facilities Agreement will contain standard provisions relating to, inter alia, increased costs, illegality, taxes, market disruption, breakage costs, default interest, right of set off, pro rata sharing, customary agency language, indemnities and judgment currency. Lenders other than the Mandated Lead Arranger will become party to the Facilities Agreement by way of transfer certificate.

64.	Recourse:	No recourse to shareholders of the Borrower Group.

65.	Law and Jurisdiction:	State of New York, USA (or Mexican law for Mexican Security Documents).

66.	Majority lenders:	Lenders together accounting for 66²/₃% of the outstanding commitments/participations.

		The Finance Documents shall contain reasonable and customary provisions regarding amendments and other matters which require unanimous lender consent.

		For the purposes of determining Majority Lenders the exchange rate between MXP and US$ will be set at the spot rate at the close of business on the Completion Date.

Schedule 1 Transaction Structure March 2007

Current Ownership Structure Alpha India France Canada Free float(1) 51% 49% 80% B Shares 2.5% B Shares 2.5% B Shares 15% BB Shares Excluding Canada's & France's direct ownership of Series B Shares Current ownership structure: India is owned 51% by France and 49% by Canada India owns 15% of Alpha, in the form of Series BB Shares The Series BB Shares are held in a trust with Banco Nacional de Comercio Exterior ("Bancomext") France directly owns approximately 2.5% of Alpha, in the form of Series B Shares Canada directly owns 2.5% of Alpha, in the form of Series B Shares France's total direct and indirect ownership of Alpha is approximately 10% Canada's total direct and indirect ownership of Alpha is approximately 10% The remaining 80% of Series B Shares is owned by the public at large Bancomext Trust

49% 51% Alpha India France Canada Free float(1) 80% B Shares Transaction Structure Prior to Launch of Tender Offer 2.5% B Shares 2.5% B Shares Excluding Canada's & France's direct ownership of Series B Shares Minus 1 share, as required by Mexican statute. SPV 1 SPV 2 100%(2) 100%(2) Prior to the launch of the tender offer: SPV 1 is incorporated by France, France owns 100% minus 1 share of SPV 1, SPV 2 is incorporated by SPV 1, SPV 1 owns 100% minus 1 share of SPV 2 15% BB Shares Bancomext Trust

Immediately after expiration of the tender offers, and once the conditions of the offers are satisfied: 7.35% of the 15% Series BB Shares held by India are converted into Series B Shares, India is demerged into two entities: India and SPV0, SPV 0 is created(3) owned 51% by France and 49% by Canada; and holds 7.35% Series B Shares, India's ownership structure does not change, and it holds 7.65% Series BB Shares and the TSA with Alpha Canada sells and France buys 49% of SPV 0 shares, and thus France now owns 100% minus 1 share of SPV 0 SPV 1 is capitalized by France with equity, SPV 1 draws on the bank loans, SPV 2 is capitalized with pre-equity funding from SPV 1, using all of the capital raised in the previous steps, At settlement of the tender offers (6 business days after expiration): SPV 2 purchases 42.65% + 1 share Series B Shares, including up to 5% Series B Shares tendered by France and Canada (subject to prorating), Free float remains at 42.35% of Series B Shares Transaction Structure Upon Closing Alpha India France Canada Free float(1) 51% 49% 42.35% B Shares SPV 1 SPV 2 100%(2) 100%(2) Bank Debt 42.65% B Shares Including any shares not tendered by Canada & France due to potential prorating. (2) Minus 1 share, as required by Mexican statute. (3) SPV 0 is created among the parties (France, Canada and India) at the time the Demerger Agreement is signed. SPV0 is incorporated once the Demerger Agreement is notarized, approximately one week after expiration of the tender offer. SPV 0 7.65% BB Shares 7.35% B Shares 100%(2) Bancomext Trust

51% Final Transaction Structure Alpha India France Canada Free float(1) 49% 42.35% B Shares SPV 1 SPV 2 100%(2) 100%(2) After the demerger is completed: SPV 0 is merged into SPV 1, SPV 1 remains in existence and holds 7.35% Series B Shares and 100% minus 1 share of SPV 2, SPV 1 directly and indirectly owns 50% + 1 share of Alpha, SPV 1 consolidates SPV 2, Alpha and Alpha's subsidiaries for tax purposes Bank Debt 42.65% B Shares Including any shares not tendered by Canada & France due to potential prorating. Minus 1 share, as required by Mexican statute. 7.65% BB Shares 7.35% B Shares Bancomext Trust

SCHEDULE 2

Collateral and Guarantor Structure

Guarantors

SPV0 and SPV2 will each be a guarantor of the obligations of SPV1 as Borrower.

Collateral

The Collateral in which the Security Trustee shall have a first priority security interest is as follows, whether owned at Completion or thereafter acquired:

All the assets of SPV0, SPV1 and SPV2 including:

	a.		all Series B Shares and ADS’s of Target owned by each member of the Borrower Group (including the Series B Shares held by SPV0 following the conversion of 7.35% of the Series BB Shares, subject to the timing limitations described in the Collateral Memo); and

	b.		all accounts, deposit accounts and securities accounts, including the right to receive repayments of pre-equity funding; and

The following assets owned by France:

	a.		all shares of capital stock of SPV0. As described in the Collateral Memo, if the Security Trustee does not accept the deposit of the SPV0 shares until notarization or registration of the Demerger resolutions, the SPV0 shares would then be pledged under a customary pledge agreement.

	b.		all economic rights associated with the shares of stock of India owned by France.

SCHEDULE 3

Financial Ratio Definitions

“Available Borrower Cash flow” in respect of any Calculation Period means:

(a) Distributions received by SPV1;

	(b)		Interest income received by SPV1;

	(c)		Any tax refunds received by SPV1;

	(d)		Less any accounting or legal expenses, and any other reasonable and customary fees and expenses incurred in the ordinary course of business and taxes, in each case paid by SPV1;

		During that Calculation Period; plus

2.		The excess of any amounts paid at the last applicable Calculation Period out of Excess Cash pursuant to Section 48(f) over and above the scheduled amortization rate set forth therein.

“Available Cash for Distribution” means in relation to a Calculation Date:

	(a)		Distributions received by SPV1;

	(b)		Interest income received by SPV1;

	(c)		Any tax refunds received by SPV1;

	(d)		Less any accounting or legal expenses, and any other reasonable and customary fees and expenses incurred in the ordinary course of business, and taxes, in each case paid by SPV1;

	(e)		Less the Borrower Debt Service;

	(f)		Less any mandatory prepayment defined as a % of Excess Cash (as provided in Section 48 (f));

	(g)		Less any amounts required to top-up the Debt Service Reserve Account;

During that Calculation Period

“Borrower Debt Service” means in respect of any Calculation Period the aggregate of any and all amounts in the nature of all principal, interest, agency and other fees and expenses payable by the Borrower taking into account the net amount payable under any agreements entered into in accordance with the Hedging Letter minus any mandatory prepayment defined as a percentage of Excess Cash (as described in Section 48(f)).

“Borrower Debt Service Cover Ratio” means:

The ratio, calculated in respect of any Calculation Date of:

	(a)		The Available Borrower Cash flow

			to

	(b)		the sum of the Borrower Debt Service.

“Consolidated Debt : EBITDA Ratio” means:

	(a)		the aggregate of outstanding financial indebtedness (excluding (i) financial indebtedness under a derivative transaction where such derivative is deemed to be effective under IFRS and (ii) any inter-company loan within the Target Group) of the Borrower and Target Group in each case as at the date on which the ratio is calculated

			to

	(b)		EBITDA of the Target Group for the 12 month period ending on the date on which the ratio is calculated.

“Consolidated Net Worth” means the total shareholders’ equity contained in the financial statements, as at any date for any Person, the sum for such Person and its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP), which may include among others the following:

	(a)		the amount of capital stock; plus

	(b)		the amount of surplus and retained earnings (or, in the case of a surplus or retained earnings deficit, minus the amount of such deficit); plus

	(c)		the amount of the legal reserve; plus

	(d)		any other reserve being part of shareholders’ equity.

“Target Group Debt : EBITDA Ratio” means:

	(a)		the aggregate of outstanding financial indebtedness (excluding (i) financial indebtedness under a derivative transaction where such derivative is deemed to be effective under IFRS and (ii) any inter-company loan within the Target Group) of the Target Group in each case as at the date on which the ratio is calculated:

			to

	(b)		EBITDA of the Target Group for the 12 month period ending on the date on which the ratio is calculated.

“Calculation Date” means the 30^th June and 31 December in each year. The first Calculation Date will be 31 December 2007.

“Calculation Period” means each period of 12 consecutive calendar months ending on a Calculation Date. Calculation Period for purposes of determining the Available Cash for Distribution means each period of 6 consecutive calendar months ending on a Calculation Date.

“Excess Cash” in respect of any Calculation Period means:

	(a)		Distributions received by SPV1;

	(b)		Interest income received by SPV1;

	(c)		Any tax refunds received by SPV1;

	(d)		Less any accounting or legal expenses, and any other reasonable and customary fees and expenses incurred in the ordinary course of business, or taxes, in each case paid by SPV1;

	(e)		Less the aggregate of any and all amounts in the nature of all interest, commitment, agency and other fees and expenses payable by the Borrower taking into account the net amount payable under any agreements entered into in accordance with the Hedging Letter;

	(f)		Less any amounts required to top-up the Debt Service Reserve Account;

During that Calculation Period

SCHEDULE 4

FEES

Credit spread on interest rate hedging

To be agreed.

SCHEDULE 5

Hedging Documentation

1.		Subject to ISDA Documentation

2.		Key Terms of the Hedging Documentation to include:

(a)

Ranking

	(i)		Hedging Banks to rank pari passu at all times with the Lenders, both pre and post enforcement.

	(ii)		Hedging Banks to share rateably with Lenders in allocations of proceeds.

(b)

Security

	(i)		Obligations owed to Hedging Banks to be secured rateably with obligations owed to Lenders.

	(ii)		Security Agent to act also for Hedging Banks.

	(iii)		Release of security to be subject to all Lenders and all Hedging Banks consent.

	(c)		Voting / instructions

			Hedging Banks to be included (pro-rata to amounts) in “Majority Lenders” for purposes of voting, consents, instructions.

	(d)		Events of Default

	(i)		The Events of Default under the Facility Agreement are to apply to the Hedging Banks in the same way as they apply to the Lenders and are to extend to the Hedging Agreements.

	(ii)		Following a payment default (after a grace period of 21 days), or upon repayment or payment in full, or cancellation or termination of the Facility, each Hedging Bank can terminate the Hedging Agreements as to it, irrespective of whether an Event of Default is enforced under any other Finance Document. This right is to be available to all Hedging Banks individually.

	(iii)		Tax Event and Tax Event Upon Merger (each as defined in the ISDA Master Agreement).

	(e)		Amendments

			Hedging Bank consent necessary to amend Hedging Agreements and to amend any terms of the Finance Documents where that amendment would materially prejudice the rights of the Hedging Banks.

	(f)		Permitted Payments

			The Borrower may make payments to the Hedging Banks from time to time in respect of the amounts then due in accordance with the Hedging Agreements, provided that at the time of payment no scheduled payments due from the relevant Hedging Bank to the Borrower under the Hedging Agreements to which they are both party are due and unpaid.

	(g)		Setoff

			Hedging Banks can net and set-off under the Hedging Agreements.

	(h)		Pro-rata cancellation of swaps

			Swaps to be reduced rateably, with reduction of debt owed to the Lenders, and pro rata among all Hedging Banks.

	(i)		Novation of swaps

			At the Borrower’s option, swaps may be novated to the Target (at zero cost to the Borrower or the Target), subject to acceptable intercreditor arrangements at the Target.

	(j)		Legal opinions and conditions precedent

	(i)		Legal opinions addressed to the Lenders also to be addressed to the Hedging Banks or to the Security Trustee on behalf of the Hedging Banks.

	(ii)		Conditions precedent also to apply to the Hedging Banks.

(k)

Representations, warranties, undertakings

	(i)		Hedging Banks to have benefit of Borrower representations, warranties and undertakings together with Lenders.

	(ii)		Hedging Agreements to be deemed Finance Documents for the purpose of the representations, undertakings, events of default and indemnities.

(l)

Party to Facility Agreement

	(i)		Hedging Banks to be parties to Facility Agreement and Intercreditor Agreement.

	(ii)		Hedging Banks to be excluded from Lender obligations under the Facility Agreement.

(m)

Refinancing

(i)

Upon a partial or full refinancing of the Acquisition Facilities, the Borrower shall ensure that the swap providers’ rights under the refinancing arrangements are substantially similar to, and are not materially worse than, the swap

providers’ rights under the current Acquisition Facilities and the Intercreditor Agreement. Upon the swap providers being satisfied their rights are substantially similar to and not materially worse than the current Acquisition Facilities and the Intercreditor Agreement, the swaps may remain in place upon any full or partial refinancing.

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