Obligation Mexico City Airport Trust 5.5% ( US59284MAD65 ) en USD

Société émettrice Mexico City Airport Trust
Prix sur le marché refresh price now   77.63 %  ▼ 
Pays  Mexique
Code ISIN  US59284MAD65 ( en USD )
Coupon 5.5% par an ( paiement semestriel )
Echéance 29/07/2047



Prospectus brochure de l'obligation Mexico City Airport Trust US59284MAD65 en USD 5.5%, échéance 29/07/2047


Montant Minimal 200 000 USD
Montant de l'émission 2 100 004 000 USD
Cusip P6629MAD4
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's N/A
Prochain Coupon 31/07/2024 ( Dans 124 jours )
Description détaillée L'Obligation émise par Mexico City Airport Trust ( Mexique ) , en USD, avec le code ISIN US59284MAD65, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/07/2047
L'Obligation émise par Mexico City Airport Trust ( Mexique ) , en USD, avec le code ISIN US59284MAD65, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).











OFFERING MEMORANDUM









CONFIDENTIAL

US$4,000,000,000
Mexico City Airport Trust
US$1,000,000,000 3.875% Senior Secured Notes due 2028
US$3,000,000,000 5.500% Senior Secured Notes due 2047
__________________________________________________________________________________________________
We are offering US$1,000,000,000 aggregate principal amount of our 3.875% senior secured notes due 2028 (the "2028 Notes") and US$3,000,000,000 aggregate
principal amount of our 5.500% senior secured notes due 2047 (the "2047 Notes" and, together with the 2028 Notes, the "Notes"). The Notes are being issued by the irrevocable
administration and payment trust created pursuant to the Irrevocable Administration and Payment Trust Agreement No. 80460 (Contrato de Fideicomiso Irrevocable de
Administración y Pago Número 80460) (the "Mexico City Airport Trust") acting through Nacional Financiera, S.N.C., Institución de Banca de Desarrollo, Dirección Fiduciaria,
not in its individual capacity, but solely as trustee. The Mexico City Airport Trust is a special purpose trust created under the laws of Mexico for the sole purpose of funding the
purchase price for the acquisition of the rights to collect the passenger charges from the existing Benito Juárez International Airport located in Mexico City (the "Existing Airport")
and, upon commencement of commercial operations, the new Mexico City International Airport to be located in Texcoco, State of Mexico (the "New Airport" and, together with
the Existing Airport, the "Airports"); the proceeds from the sale of such collection rights will be used to partially fund the design, construction and development of the New Airport.
Interest on the 2028 Notes will accrue at a rate of 3.875% per year and interest on the 2047 Notes will accrue at a rate of 5.500% per year. We will pay interest on the 2028 Notes
semi-annually in arrears on April 30 and October 31 of each year, commencing on April 30, 2018, and we will pay interest on the 2047 Notes semi-annually in arrears on January
31 and July 31 of each year, commencing on January 31, 2018. The 2028 Notes will mature on April 30, 2028, and the 2047 Notes will mature on July 31, 2047, unless previously
redeemed. The Notes will be our senior secured obligations and will rank equally in right of payment with all of our other existing and future senior secured obligations (subject to
certain tax obligations preferred by statute). The Notes will be issued in registered form in denominations of US$200,000 and integral multiples of US$1,000 in excess thereof.
We may redeem the Notes at our option, in whole or in part, at any time and from time to time, prior to the date that is three months, in respect of the 2028 Notes, and
six months, in respect of the 2047 Notes, prior to the maturity date of the 2028 Notes and the 2047 Notes, respectively, at a redemption price equal to the greater of 100% of the
outstanding principal amount of the Notes to be redeemed and a redemption price based on a "make-whole" premium, plus in each case accrued and unpaid interest to the date of
redemption. In addition, we may redeem the Notes at our option, in whole or in part, at any time and from time to time, beginning on the date that is three months, in respect of the
2028 Notes, and six months, in respect of the 2047 Notes, prior to the maturity date of the 2028 Notes and the 2047 Notes, respectively, at a redemption price equal to 100% of the
outstanding principal amount of the Notes to be redeemed, plus accrued and unpaid interest to the date of redemption. Upon the occurrence of specified events relating to Mexican
tax law, we may redeem the Notes in whole, but not part, at 100% of their principal amount, plus accrued and unpaid interest to the date of redemption. See "Description of the
Notes--Optional Redemption."
The Notes will be, and all of our outstanding indebtedness (approximately Ps.35,775.7 million (US$2.0 billion) as of June 30, 2017) is, secured by a first-priority
security interest over: (i) the right to collect passenger charges for the use of the Existing Airport and, upon the commencement of commercial operations, the New Airport, (ii) all
proceeds of insurance payable with respect to the partial or complete interruption of the operation of the Airports, (iii) all proceeds of indemnities in connection with certain
expropriation events affecting any of the Airports, (iv) all proceeds of security bonds payable by the airlines operating from time to time at any of the Airports in connection with
their collection of passenger charges, (v) all amounts deposited in accounts maintained by the Security Trust (as defined herein), and (vi) all other property of any kind and nature
from time to time contributed to the Security Trust for the benefit of our secured creditors (collectively, the "Collateral"). The Notes are not obligations of, or guaranteed by, the
Mexican government. The security over the Collateral and the rights of holders of our indebtedness will be subject to the provisions of the Intercreditor Agreement (as defined
herein), dated as of September 29, 2016.
Prior to this offering, there has been no market for the Notes. We intend to apply to have the Notes listed and quoted on the Official List of the Singapore Exchange
Securities Trading Limited (the "SGX-ST"). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained
in this offering memorandum. Approval-in-principle from, and admission of the Notes to the Official List of, the SGX-ST and quotation of the Notes on the SGX-ST are not to be
taken as an indication of the merits of the offering, the Issuer, the Sponsors, their respective subsidiaries (if any), their respective associated companies (if any), their respective
joint venture companies (if any) or the Notes. The Notes will be traded on the SGX-ST in a minimum board lot size of US$200,000 for so long as any of the Notes are listed on
the SGX-ST and the rules of the SGX-ST so require.
Investing in the Notes involves significant risks. See "Risk Factors" beginning on page 27 for a discussion of certain information that you should consider
before investing in the Notes.
_____________________________________________________________________________________________________________________________ ______________________________
2028 Notes Offering Price: 99.393% plus accrued interest, if any, from September 20, 2017.
2047 Notes Offering Price: 99.398% plus accrued interest, if any, from September 20, 2017.
_____________________________________________________________________________________________________________________________ ______________________________
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL
SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES, OR "RNV") MAINTAINED BY THE MEXICAN
NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR
"CNBV"), AND, THEREFORE, MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO. THE NOTES MAY ONLY
BE OFFERED AND SOLD IN MEXICO PURSUANT TO THE EXEMPTIONS SET FORTH IN THE MEXICAN
SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). WE WILL NOTIFY THE CNBV OF THE TERMS
AND CONDITIONS OF THIS OFFERING OF THE NOTES OUTSIDE OF MEXICO. SUCH NOTICE WILL BE
SUBMITTED TO THE CNBV TO COMPLY WITH THE MEXICAN SECURITIES MARKET LAW AND FOR
STATISTICAL AND INFORMATIONAL PURPOSES ONLY. THE DELIVERY TO, AND RECEIPT BY, THE CNBV OF
SUCH NOTICE DOES NOT CONSTITUTE OR IMPLY A CERTIFICATION AS TO THE INVESTMENT QUALITY OF
THE NOTES, OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF
THE INFORMATION SET FORTH IN THIS OFFERING MEMORANDUM. THIS OFFERING MEMORANDUM IS
SOLELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV. THE
ACQUISITION OF THE NOTES BY AN INVESTOR WHO IS A RESIDENT OF MEXICO WILL BE MADE UNDER
SUCH INVESTOR'S OWN RESPONSIBILITY.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, (the ``Securities Act''), any state securities laws, or the
securities laws of any other jurisdiction and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act
("Regulation S")), except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered
and sold in the United States only to qualified institutional buyers in compliance with Rule 144A under the Securities Act ("Rule 144A") and to persons other than U.S.
persons outside the United States in compliance with Regulation S. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the
Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of eligible offerees and certain
restrictions on transfer of the Notes, see "Transfer Restrictions."
We expect that delivery of the Notes will be made in book-entry form only through the facilities of The Depository Trust Company ("DTC") for the accounts of its
direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme, Luxembourg
("Clearstream"), on or about September 20, 2017.

Global Coordinators and Joint Bookrunners

Citigroup
HSBC
J.P. Morgan

Joint Bookrunners

BBVA
Santander

Co-Managers

Credit Agricole Securities
Inbursa
MUFG
Scotiabank
The date of this offering memorandum is September 13, 2017.




















TABLE OF CONTENTS
Page
NOTICE TO INVESTORS ......................................................................................................................................... ii
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES ..................................................... iv
AVAILABLE INFORMATION ................................................................................................................................. v
GLOSSARY OF TERMS AND DEFINITIONS ....................................................................................................... vi
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ....................................... x
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .................................................................... xii
SUMMARY ................................................................................................................................................................ 1
RISK FACTORS ....................................................................................................................................................... 27
USE OF PROCEEDS ................................................................................................................................................ 46
EXCHANGE RATES ................................................................................................................................................ 47
CAPITALIZATION .................................................................................................................................................. 48
SELECTED HISTORICAL FINANCIAL AND OPERATING INFORMATION .................................................. 49
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ...................................................................................................................................... 54
PASSENGER CHARGES AND PASSENGER CHARGES COLLECTION PROCESS ........................................ 62
MEXICO AND THE AERONAUTICAL INDUSTRY ............................................................................................ 83
THE BENITO JUAREZ INTERNATIONAL AIRPORT OF MEXICO CITY ........................................................ 87
THE NEW AIRPORT ............................................................................................................................................. 104
FINANCING AND COLLATERAL STRUCTURE .............................................................................................. 113
DESCRIPTION OF THE NOTES ........................................................................................................................... 129
BOOK-ENTRY, DELIVERY AND FORM ........................................................................................................... 172
TAXATION ............................................................................................................................................................ 176
ERISA AND OTHER CODE CONSIDERATIONS............................................................................................... 180
PLAN OF DISTRIBUTION .................................................................................................................................... 181
TRANSFER RESTRICTIONS ................................................................................................................................ 189
INDEPENDENT PASSENGER TRAFFIC CONSULTANT ................................................................................. 194
LISTING AND GENERAL INFORMATION ........................................................................................................ 195
INDEX TO FINANCIAL STATEMENTS .............................................................................................................. F-1
APPENDIX A ......................................................................................................................................................... A-1

________________________________________________________________________________________________
All references to "we," "us," "our," the "Mexico City Airport Trust" or the "Issuer" in this offering
memorandum are to the Mexico City Airport Trust, acting through Nacional Financiera, S.N.C., Institución de
Banca de Desarrollo, Dirección Fiduciaria, not in its individual capacity, but solely as trustee. All references to
"Mexico" in this offering memorandum are to the United Mexican States. All references to the "United States" or
"U.S." in this offering memorandum are to the United States of America.
You should rely only on the information contained in this offering memorandum. Neither we, nor
the initial purchasers have authorized anyone to provide you with information that is different from or
additional to that contained in this offering memorandum, and we and the initial purchasers take no
responsibility for any other information that others may give you. If anyone provides you with different or
additional information, you should not rely on it. You should assume that the information in this offering
memorandum is accurate only as of the date on the front cover of this offering memorandum, regardless of
time of delivery of this offering memorandum or any sale of the Notes. Our financial condition and cash
flows may change after the date on the front cover of this offering memorandum. This offering
memorandum may only be used where it is legal to offer or sell the Notes. Neither we nor any of the initial
purchasers is making an offer to sell the Notes nor soliciting offers to buy the Notes in any jurisdiction where
such an offer or sale is not permitted.

i




NOTICE TO INVESTORS
This offering memorandum is highly confidential and has been prepared by us solely for use in connection
with the proposed offering of the Notes described in this offering memorandum. This offering memorandum is
personal to each offeree and does not constitute an offer to any other person or the public generally to subscribe for
or otherwise acquire the Notes. Distribution of this offering memorandum to any person other than the offeree and
those persons, if any, retained to advise that offeree with respect thereto is unauthorized, and any disclosure of any
of its contents without our prior written consent is prohibited. Each offeree, by accepting delivery of this offering
memorandum, agrees to the foregoing and agrees to make no copies of this offering memorandum.
Neither we nor the initial purchasers are making an offer to sell the Notes nor soliciting offers to buy the
Notes in any jurisdiction except where such an offer or sale is permitted. You must comply with all applicable laws
and regulations in force in your jurisdiction and you must obtain any consent, approval or permission required by
you for the purchase, offer or sale of the Notes under the laws and regulations in force in the jurisdiction to which
you are subject or in which you make such purchase, offer or sale, and neither we nor the initial purchasers will have
any responsibility therefor.
We are relying upon an exemption from registration under the Securities Act for an offer and sale of
securities which do not involve a public offering in the United States. We have submitted this offering
memorandum solely to a limited number of qualified institutional buyers in the United States and to certain investors
outside the United States and Mexico so they can consider a purchase of the Notes. This offering memorandum may
be used only for the purposes for which it has been prepared. By accepting delivery of this offering memorandum,
you acknowledge that the use of the information in this offering memorandum for any purpose other than to
consider a purchase of the Notes is strictly prohibited. These undertakings and prohibitions are for our benefit, and
we may enforce them. U.S. federal securities laws restrict trading in our securities while in possession of material
non-public information with respect to us. By accepting delivery of this offering memorandum and by purchasing
the Notes, you will be deemed to have made certain acknowledgments, representations and agreements as set forth
under "Transfer Restrictions" in this offering memorandum. The Notes are subject to restrictions on transfer and
resale and may not be transferred or resold except as permitted under the Securities Act and applicable U.S. state
securities laws pursuant to registration or exemption therefrom. As a prospective purchaser of the Notes, you should
be aware that you may be required to bear the financial risks of this investment for an indefinite period of time.
This offering memorandum is based on information provided by us and other sources that we believe to be
reliable. We and the initial purchasers cannot assure you that information we have obtained from other sources is
accurate or complete. This offering memorandum summarizes certain documents and other information and we
refer you to them for a more complete understanding of what we discuss in this offering memorandum.
Neither we nor the initial purchasers are making any representation to any purchaser regarding the legality
of an investment in the Notes by such purchaser under any legal investment or similar laws or regulations. Each
prospective investor should consult its own advisors as needed to make its investment decision and to determine
whether it is legally permitted to purchase the Notes under applicable investment or similar laws or regulations.
You should not consider any information in this offering memorandum to be legal, financial, business or tax advice.
You should consult your own counsel, accountant, business advisor and tax advisor for legal, accounting, business
and tax advice regarding any investment in the Notes.
We reserve the right to withdraw this offering of Notes at any time and we and the initial purchasers
reserve the right to reject any commitment to subscribe the Notes in whole or in part and to allot to any prospective
investor less than the full amount of Notes sought by that investor.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this offering memorandum. Nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or
future.
ii




None of the U.S. Securities and Exchange Commission (the "SEC"), the CNBV or any state or
foreign securities commission or any other regulatory authority has approved or disapproved the offering of
the Notes, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the
accuracy, adequacy or completeness of this offering memorandum. Any representation to the contrary is a
criminal offense.
________________________________________________________________________________________________
Notice to Prospective Investors in the European Economic Area
In any Member State of the European Economic Area (each, a "EEA Member State"), this communication
is only addressed to and is only directed at qualified investors in that EEA Member State within the meaning of the
Prospectus Directive. This offering memorandum has been prepared on the basis that any offer of Notes in any EEA
Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to
publish a prospectus for offers of Notes. Accordingly any person making or intending to make within the European
Economic Area any offer of Notes which are the subject of the offering contemplated in this offering memorandum
may only do so in circumstances in which no obligation arises for us or any of the initial purchasers to publish a
prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the initial
purchasers have authorized, nor do they authorize, the making of any offer (other than permitted public offers) of
Notes in circumstances in which an obligation arises for us or the initial purchasers to publish a prospectus for such
offer.
Each person in a EEA Member State who receives any communication in respect of, or who acquires any
Notes under, the offer contemplated in this offering memorandum will be deemed to have represented, warranted
and agreed to and with each initial purchaser and us that:
(a)
it is a qualified investor within the meaning of the law in that EEA Member State implementing
Article 2(1)(e) of the Prospectus Directive; and
(b)
in the case of any Notes acquired by it as a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, (1) the Notes acquired by it in the offer have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, persons in any EEA Member State other than
qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent
of the initial purchasers has been given to the offer or resale; or (2) where Notes have been acquired by it on behalf
of persons in any EEA Member State other than qualified investors, the offer of those Notes to it is not treated under
the Prospectus Directive as having been made to such persons.
For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including Directive 2010/73/EU), and includes any relevant implementing measure in the EEA
Member State.
Notice to Prospective Investors in the United Kingdom
This offering memorandum is only being distributed in the United Kingdom to, and is only directed at, (a)
investment professionals falling within both Article 14(5) of the Financial Services and Markets Act 2000
(Promotion of Collective Investment Schemes) Order 2001, as amended (the "CIS Promotion Order") and Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "General
Promotion Order"), and (b) high net worth companies and other persons falling with both Article 22(2)(a) to (d) of
the CIS Promotion Order and Article 49(2)(a) to (d) of the General Promotion Order.
For additional information for investors in certain countries, see "Plan of Distribution" and "Transfer
Restrictions."
iii




SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES
We are an irrevocable administration and payment trust (fideicomiso irrevocable de administración y pago)
created and existing under the laws of Mexico and substantially all of our trust assets are located, and all of our cash
flows are derived from sources, outside the United States. Nacional Financiera, S.N.C., Institución de Banca de
Desarrollo, Dirección Fiduciaria, our trustee, is a development bank incorporated under the laws of Mexico. As a
result, it may be difficult for holders of Notes to effect service of process within the United States upon us or to
enforce both in the United States and outside the United States judgments against us obtained in U.S. courts in any
action, including actions predicated upon the civil liability provisions of the federal securities laws of the United
States. There is doubt as to the enforceability, in original actions in Mexican courts or in actions for enforcement of
judgments obtained in courts of jurisdictions outside Mexico, of liabilities predicated, in whole or in part, on the
civil liability provisions of U.S. federal securities laws. No treaty exists between the United States and Mexico for
the reciprocal enforcement of judgments issued in the other country. In the past, Mexican courts have enforced
judgments rendered in the United States by virtue of the legal principles of reciprocity and comity, consisting of the
review in Mexico of the U.S. judgment in order to ascertain, among other things, compliance with certain basic
Mexican principles of due process and the non-violation of Mexican law or public policy, without reviewing the
merits of the subject matter of the case.
In connection with the issuance of the Notes, we have appointed CT Corporation System as our authorized
agent upon whom process may be served in connection with any action instituted in any United States federal or
state court having subject matter jurisdiction in the Borough of Manhattan in New York arising out of or based upon
the indentures governing each series of Notes (the "Indentures").


iv




AVAILABLE INFORMATION
We are not subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act"). To permit compliance with Rule 144A under the Securities Act in connection with resales of
Notes, we will be required under the Indentures, upon the request of a holder of Notes, for so long as the Notes
remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to
furnish to the holder or beneficial owner of such restricted securities and any prospective purchaser of such
restricted securities designated by such holder or beneficial owner the information required to be delivered under
Rule 144A(d)(4) under the Securities Act, unless we either comply with the reporting requirements of Rule 12g3-2(b)
under the Exchange Act or furnish information to the SEC pursuant to Section 13 or 15(d) of the Exchange Act.
Any such request may be made to us in writing at our main offices located Insurgentes Sur 1971, Torre IV, Piso 6,
Col. Guadalupe Inn, C.P. 01020, Ciudad de México, México, Attention: Karina Hernández Ángeles / José Antonio
Arceo Vidal.
The Indentures further require that we furnish to the trustee under the Indentures (the "Indenture Trustee")
all notices of meetings of the holders of the Notes and other reports and communications that are generally made
available to holders of the Notes. At our request, the Indenture Trustee will be required under the Indentures to give
these notices, reports and communications received by it from us to all record holders of the Notes promptly upon
receipt. See "Description of the Notes."
We will make available to the holders of the Notes, at the corporate trust office of the Indenture Trustee at
no cost, copies of the Indentures as well as this offering memorandum, including a review of our operations, and
copies in English of our annual audited financial statements and our quarterly unaudited financial statements.
The Sponsors have prepared the NAICM Green Bond Framework available on the following webpage:
http://www.aeropuerto.gob.mx/doc/inversionistas/bono-verde.pdf. This NAICM Green Bond Framework describes
how we will fund environmentally beneficial projects in alignment with the Green Bond Principles, 2016.
Information contained on this website is not incorporated by reference in, and shall not be considered part of, this
offering memorandum.
We intend to apply to have the Notes listed and quoted on the Official List of the SGX-ST. The SGX-ST
assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports
contained in this offering memorandum. Approval-in-principle from, and admission of the Notes to the Official List
of, the SGX-ST and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of the
offering, the Issuer, the Sponsors, their respective subsidiaries (if any), their respective associated companies (if any),
their respective joint venture companies (if any) or the Notes. We will be required to comply with any undertakings
given by us from time to time to the SGX-ST in connection with the Notes, and to furnish to it all such information
as the rules of the SGX-ST may require in connection with the listing of the Notes.

v




GLOSSARY OF TERMS AND DEFINITIONS
For purposes of this offering memorandum, except where otherwise indicated or where the context
otherwise requires, references to:
"2026 Indenture" are to the Indenture dated as of September 29, 2016 among the Mexico City Airport Trust,
as issuer of the 2026 Notes, the Existing Indentures Trustee, Citibank, N.A. and Banco Nacional de México, S.A.,
integrante del Grupo Financiero Banamex, División Fiduciaria, as collateral agents.
"2026 Notes" are to the 4.250% senior secured notes due 2026, issued on September 29, 2016.
"2046 Indenture" are to the Indenture dated as of September 29, 2016 among the Mexico City Airport Trust,
as issuer of the 2046 Notes, the Existing Indentures Trustee, Citibank, N.A. and Banco Nacional de México, S.A.,
integrante del Grupo Financiero Banamex, División Fiduciaria, as collateral agents.
"2046 Notes" are to the 5.500% senior secured notes due 2046, issued on September 29, 2016.
"Administrative Agent" means HSBC Bank USA, National Association in its capacity as administrative
agent under the Intercreditor Agreement, or any successor administrative agent.
"Agency Agreements" are to the Existing Airport Agency Agreement and the New Airport Agency
Agreement.
"Airports" are to the Existing Airport and the New Airport.
"ASA" are to Airports and Auxiliary Services (Aeropuertos y Servicios Auxiliares).
"Assignment of Rights Agreements" are to the amended and restated assignment agreements, dated
October 7, 2015, by and among the Sponsors and the Issuer, pursuant to which each Sponsor assigned to the Issuer
all of its rights, title and interests in and to all amounts due or to become due in respect of passenger charges
collected and to be collected from airlines operating at the Existing Airport and the New Airport, respectively,
among other assets and rights.
"ATMs" are to air traffic movements, which are all aircraft arrivals and departures to and from an airport.
"CAGR" are to compounded annual growth rate.
"Collateral" are to (i) the right to collect passenger charges for the use of the Existing Airport and, upon the
commencement of commercial operations, the New Airport, (ii) all proceeds of insurance payable with respect to the
partial or complete interruption of the operation of the Airports, (iii) all proceeds of indemnities in connection with
certain expropriation events affecting any of the Airports, (iv) all proceeds of security bonds payable by the airlines
in connection with their collection of passenger charges at any of the Airports, (v) all amounts deposited in accounts
maintained by the Security Trust, and (vi) all other property of any kind and nature from time to time contributed to
the Security Trust for the benefit of our secured creditors.
"Concessions" are to the Existing Airport Concession and the New Airport Concession.
"Credit Agreement" are to the Amended and Restated Credit Agreement, dated October 7, 2015, among the
Issuer, as borrower, the banks, financial institutions and other institutional lenders party thereto, as initial lenders,
HSBC Bank USA, National Association, as administrative agent, Citibank, N.A., as offshore collateral agent and
account holder (the "Offshore Collateral Agent"), Banco Nacional de México, S.A., integrante del Grupo Financiero
Banamex, División Fiduciaria, as onshore collateral agent (the "Onshore Collateral Agent" and, together with the
Offshore Collateral Agent, the "Collateral Agents"), and the Security Trust Trustee.
vi




"Debt Service" are to the amount equal to the sum of all payments due during a given period in respect of
the Financing Documents, whether for principal, interest or fees, net of any payments received by us pursuant to
swap contracts in effect during such period.
"Debt Service Coverage Ratio" are to the ratio of Net Passenger Charges during a given period to Debt
Service payable for such period (including, without duplication, any withholding tax payable in respect of such Debt
Service).
"Domestic Tariff" are to the tariff payable by passengers who board a scheduled commercial passenger
flight or chartered passenger flight, in each case, originating from any Airport to a destination within Mexico, as
approved by the competent government authority.
"exempt passengers" are to (i) crew members working on flights, (ii) children under two years of age, (iii)
foreign diplomats from countries with reciprocal passenger charge exceptions, (iv) and passengers in transit on
connecting flights; unless the SCT or any other competent Mexican authority eliminates the exemption for the
payment of passenger charges with respect to any of such category of passengers.
"Existing Airport" are to the Benito Juárez International Airport located in Mexico City.
"Existing Airport Agency Agreement" are to the agency agreement entered into by and between the
Existing Sponsor and the Security Trust Trustee relating to the collection of passenger charges from airlines
operating at the Existing Airport.
"Existing Airport Concession" are to the concession that entitles the Existing Sponsor to operate, manage
and exploit the Existing Airport.
"Existing Indentures" are to the 2026 Indenture and the 2046 Indenture, collectively.
"Existing Indentures Trustee" are to HSBC Bank USA, National Association, as trustee under the Existing
Indentures.
"Existing Notes" are to the 2026 Notes and the 2046 Notes, collectively.
"Existing Sponsor" are to the Aeropuerto Internacional de la Ciudad de México, S.A. de C.V., the
concessionaire under the Existing Airport Concession.
"Financing Document" are to each agreement, contract, indenture, note, instrument or document
evidencing, guaranteeing or securing any debt incurred by the Issuer or any obligations under swap contracts entered
into in respect of such debt, including the Credit Agreement (to the extent it remains outstanding), the Existing
Indentures, the Indentures and any collateral and other ancillary documents related thereto.
"GDP" are to gross domestic product.
"IATA" are to the International Air Transport Association, the global trade association for the airline
industry.
"Independent Traffic Consultant" are to ARUP Group Limited.
"Independent Traffic Report" are to the independent traffic report prepared by the Independent Traffic
Consultant and included as Appendix A to this offering memorandum.
"International Tariff" are to the tariff payable by passengers who board a scheduled commercial passenger
flight or chartered passenger flight, in each case, originating from any Airport to a destination outside of Mexico, as
approved by the competent government authority.
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"Investment Grade Rating" are to a rating equal to or higher than BBB- (or the equivalent) by Fitch Ratings,
Baa3 (or the equivalent) by Moody's Investors Service, Inc. and BBB- (or the equivalent) by Standard & Poor's
Ratings Services.
"Net Passenger Charges" are to the amount of passenger charges, interest and other income deposited in, or
credited to, without duplication, the revenue accounts in the Security Trust during any period of determination,
minus value added tax due and payable with respect to such amounts and all fees, including collection fees, as
agreed with certain airlines operating at the Existing Airport, costs and expenses accrued directly related to the
performance by us of our obligations under the Project Agreements and the Financing Documents payable during
such period (except for amounts payable in respect of principal and interest under any Financing Document).
"New Airport" are to the new Mexico City international airport to be located in the municipalities of
Atenco, Ecatepec de Morelos and Texcoco in the State of Mexico.
"New Airport Agency Agreement" are to the agency agreement to be entered into by and between the New
Sponsor and the Security Trust Trustee relating to the collection of passenger charges from airlines operating at the
New Airport.
"New Airport Concession" are to the concession that entitles the New Sponsor to build, develop, operate,
manage and exploit the New Airport.
"New Sponsor" are to Grupo Aeroportuario de la Ciudad de México, S.A. de C.V., the concessionaire
under the New Airport Concession.
"passenger charges" are to the tariff charged for the use of an Airport that is payable by passengers (other
than exempt passengers) who board a domestic or international scheduled commercial passenger flight or chartered
passenger flight, in each case, originating from one of the Airports to a destination within or outside Mexico.
"passenger traffic" are to the total number of passengers (including incoming and departing passengers,
paying passengers and exempt passengers) in a given period.
"paying passenger traffic" are to the total number of paying passengers in a given period.
"paying passengers" are to passengers who pay passenger charges and refer to passengers (other than
exempt passengers) who board a domestic or international scheduled commercial passenger flight or chartered
passenger flight, in each case, originating from one of the Airports to a destination within or outside Mexico.
"Project Agreements" are to the Concessions, the Agency Agreements and the Assignment of Rights
Agreements.
"restricted payments" are to any payment of any nature or any transfer of funds from the Security Trust's
accounts to us or to any Sponsor or affiliate thereof, after making all other applicable payments and transfers under
the Security Trust's waterfall.
"SCT" are to the Mexican Ministry of Communications and Transportation (Secretaría de Comunicaciones
y Transaportes).
"Security Trust" are to the trust created under the Security Trust Agreement to secure all of our obligations
under our existing and future debt, including debt under the Credit Agreement, the Existing Indentures and the
Indentures.
"Security Trust Agreement" are to the Amended and Restated Irrevocable Guaranty, Administration and
Payment Trust Agreement No. 2172, dated September 29, 2016, between us and the Security Trust Trustee.
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