### DELGADO 

## & FERNANDEZ,

## LLP
ATTORNEYS AT LAW PO Box 11750 FERNANDEZ JUNCOS STATION SAN JuAN, PuERTO RICO 00910-1750



### VIA FEDERAL EXPRESS Mr. Michael P. Huerta Acting Administrator Federal Aviation Administration 800 Independence Avenue, SW Washington, DC 20591 May 29, 2012 TELEPHONE: (787) 274- 1414 FAX: (787) 764-8241 www.delgadofernandez.com

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### 1J

C) N .. - )



### Re: Pilot Program, Luis Munoz Marin International Airport, Carolina, Puerto Rico Dear Mr. Huerta: The undersigned represents Caribbean Airport Facilities, Inc. ("CAF") , entity that operates the cargo ground handling operator in the Luis Munoz Marin International Airport ("the Airport") located in Carolina, Puerto Rico. The United States Department of Transportation, through the Federal Aviation Administration ("FAA") is the federal government agency responsible for regulating civil aviation to promote safety, to encourage and develop civil aeronautics, to develop and operate a system of air traffic control and navigation for both civil and military aircrafts, and to regulate United States commercial space transportation. The Airport is the largest airport in Puerto Rico and provides commercial passenger and cargo services. Its operation is regulated by the FAA. On October 24, 1988, the PRPA and CAF entered into a Ground Lease Agreement (Agreement No. AP-88-89-(4)/070) whereby CAF leased certain undeveloped land in the Airport and agreed to make multi-million dollar investments to develop and construct various cargo and passenger services facilities in the leased premises. In return, the PRPA agreed to give CAF a credit based in an estimated initial investment made by CAF of $5.6 million bearing interest at 9.5%. Afterwards, CAF made considerable additional monetary investments for development and construction

### costs and mitigation expenses, and built various buildings, ramps and facilities used for cargo services and transportation within the Airport. According to the October 24, 1988 Lease Agreement the PRPA agreed to give CAF, for a period of ten (10) years and to reimburse for its investments, a credit, equal to certain defined rental ·fees and charges imposed to airlines that CAF was authorized to collect on behalf of the PRPA, to be used against the lease payments payable under the Lease Agreement. This lease Agreement was later incorporated into a public deed on February 10, 1989. Afterwards, the PRPA agreed to reimburse CAF for additional multi-million dollar investments made and reached a Settlement Stipulation with CAF in the United States District Court for the District of Puerto Rico, in the case of Caribbean Airport Facilities, Inc. v. Puerto Rico Ports Authority, Civil No. 90-2271 (HL), where CAF was authorized by the PRPA to make additional investments, construct additional facilities, including, but not limited to, a Taxi-Way, a ramp extension adjacent to the existing ramp of CAF, and a gas service station, among others. The Settlement Stipulation was incorporated into a Judgment entered by this Court on July 10, 1992.In the same Settlement Stipulation, which was incorporated into the Court's Judgment, the PRPA agreed to reimburse CAF for all the costs incurred and the investments made by giving CAF a rent credit, through the life of the ground Lease Agreement and any extensions ther-eof, and the right to collect fees and charges, excluding landing fees, collected by CAF from all activities on the leased premises (collectively referred to as "the PRPA fees"). Since then the parties amended the Lease Agreement on January 4, 1994, July 28, 1994, October 28, 1997, and May 13, 2004, all of which include the credit reimbursement formula originally agreed and CAF has regularly received the reimbursement for the investments it made, from the PRPA as agreed in the settlement agreement and Judgment. The reasonable value of these credit reimbursements due to CAF are currently calculated in the sum of $50,989,575.24. The property developed by CAF has been used, and is currently used, to provide service to the Airport's cargo transportation and passenger services. The PRPA is entitled under law to charge a fee to the airline and cargo transportation carriers that land in the Airport. To reimburse CAF for the multi-million dollar investments it made in the Airport, the PRPA agreed to allow CAF to take a credit to be charged against the lease payments under the Land Lease payable by CAF. Since its inception in 1988, CAF used its credits

2

### against the rent payments under the Lease Agreement. Notwithstanding the above, since early 2009 the PRPA has refused to give any value to the credit for construction and mitigations costs incurred by CAF, as it had agreed to provide to CAF and the PRPA has repeatedly failed to meet its obligation and the parties are currently in litigation. The airport fees, rates, and charges imposed upon airline carriers are regulated by the United States' Department of Transportation, as part of the United States government's public policy, to ensure their reasonableness and proper use. 49 U.S.C.A. § 

### 47134. On January 2012, the Executive Director of the PRPA, informed CAF of the government's intention of taking its leasehold interests without compensating CAF for the value of the credits. Simply stated, the Government of Puerto Rico is furthering a constitutional violation as the PRPA' s purpose of taking CAF's private property without paying a fair compensation in violation of the Takings Clause of the Fifth Amendment of the United States' Constitution, as extended to the States by the Fourteenth Amendment of the United States Constitution, and which limits the power of eminent domain by requiring that "just compensation" be paid if private property is taken for a public use. The PRPA' s intent on condemning CAF' s leasehold interests and rights under the Lease Agreement without paying a just compensation constitutes an imminent constitutional violation that CAF seeks to prevent. "Just compensation", within the meaning of the constitutional provision that private property shall not be taken for public use without just compensation, means that the full monetary equivalent of the property taken has to be considered and paid to its owner. Afterwards, and faced with a Court order denying the taking petition filed by the government, it filed to voluntarily dismiss the expropriation case. On the other hand, the United States Congress authorized the development of several airport projects as part of PublicPrivate Partnerships (PPP), all of which needed to be approved by the FAA, under what is known as the "Pilot Program". The Pilot Program was authorized by Section 149 of the Federal Aviation Administration Authorization Act of 1996, as amended by Section 155 of the Vision 100 Century of Aviation Reauthorization Act of 2003, 49 U.S.C. § 

### 47134. The Pilot Program is a program regulated by the FAA and developed with federal aid and, as such, involves federally protected interests. Under the Pilot Program, the FAA may approve the concession of up to five "public use" airports in the United States. Only three (3) of these airports may be "medium hub

3

### airports" (defined as an airport having between 0.25% and 1% of U.S. revenue passenger hoardings annually, whether or not in scheduled service), such as the Airport. The Puerto Rico Ports Authority ("PRPA") filed a preliminary application under the Pilot Program and this application was accepted for review by the FAA on December 22, 2009. In order to qualify for the FAA Pilot Program, the PRPA is structuring a PPP Contract and a Use Agreement with the airlines to ensure, among other conditions, that: (i) the airport will continue to be available for public use without unjust discrimination; (ii) the contractor will maintain, improve and modernize the Airport facilities through capital investments;

(iii) Airport fees imposed on air carriers will not increase faster than inflation unless a higher amount is approved by at least 65% of the air carriers using the Airport and the air carriers having at least 65% of the landed weight of aircraft at the Airport. In addition to these requirements, in order for the PRPA to participate in the Pilot Program, the FAA Administrator is required to find that the transfer of the Airport to a successful proponent, under a PPP, will not result in unfair or deceptive trade practices or unfair methods of competition, and that the interests of general aviation users are not adversely affected. The PRPA has determined that it will receive substantial upfront net proceeds associated with the long term lease of the Airport under the Pilot Program that exceed $100 million; thus, improving its financial capacity, reducing indebtedness and improving the financial profile of the Airport. In June 2010, the PRPA published a request for qualifications ("RFQ") and is 1n the process of selecting a qualified entity to which it would lease the Airport. Since October 29, 2009, and to further its interest in transferring the Airport operation to a third party under the Pilot Program, the PRPA has engaged in attempts to acquire CAF leasehold rights and interests in the Airport, which are reasonably estimated in the sum of $97,500,000.00, and the parties have been in regular and constant negotiations and communications in this regard. When the FAA promulgated the Pilot Program, and qualified the PRPA to participate in the program, it failed to consider CAF' s interests in the approval process. Specifically, the FAA and the PRPA failed to consider the interests of other parties, such as CAF, and limited its inquiry to the evaluation of the interests of the airline carriers operating in the Airport. It is important to stress the fact that these other interested parties, which include CAF, have a much larger vested interest

4

### in the Airport than the airlines. These parties include the caterers, ground handlers, fuelers and other major lease holders in the Airport. These entities, which include CAF, and their interests were ignored by the FAA and the PRPA in the qualification process for the Pilot Program. Currently, CAF has an investment exceeding the sum of $50,000,000.00 in infrastructure existing in the Airport and used for its operation. In addition, CAF has over $50,000,000.00 in construction credits, as per the agreements with the PRPA. Despite having these interests in the Airport, CAF was in no way, and at no time, consulted or provided notice of the Pilot Program process affecting the Airport. Moreover, the Pilot Program fails to guarantee the equal protection of the laws, to entities with vested rights in the Airport, such as CAF. The Pilot Program does not have any built-in safeguards to protect the interests of this group of entities, of which CAF is part of. On May 16, 2012 CAF provided notice to the PRPA and requested that it state its position with respect to CAF's contractual rights and property interests, if and after a subsequent transfer of the Airport property to a successful public-private partnership bidder under the Pilot Program. The PRPA has failed to provide any response to CAF's inquiry and it appears that the award of the operation to a public-private partnership is imminent. Given the aforestated, CAF has no other alternative at this time than to seek from the FAA to cancel the bid process under the public-private partnership Pilot Program currently in place by the PRPA to ensure the adequate protection of CAF's unencumbered leasehold and property interests in the process. This letter also has the purpose of providing formal notice to the FAA that CAF intends to bring legal action against the FAA in thirty (30) days unless this matter is addressed appropriately by the FAA. CAF' s constitutional rights, to the equal protection of the laws, have been greatly hindered in the approval and implementation of the Pilot Program, as its rights have not been considered, has not been provided any notice of the process, has not been granted an opportunity to be heard and, more importantly, in the implementation of the publicprivate partnership at the Airport, under the authority and guidance of the FAA, the PRPA intends to hinder CAF's property and contractual rights without cause and compensation.

5

### We request your prompt response to this matter in order not to compound the damages and constitutional violations suffered by CAF.



### c: Mr. Bernardo Vazquez PRPA Acting Executive Director Enclosure

6

# ---1 

# 4¥11 !FHg;gl 

# CARIBBEANAIRPORTFACILITIES,INC.

May 16, 2011

Honorable Ruben HernandezGregorat, President HonorableJose Ramon Perez Riera Mr. Luis Rivera Marin Attorney Hector Ramos

Board ofDirectors Puerto Rico PortsAuthority #64 Calle Lindbergh SanJuan,PR 00917

Esteemed members ofthe board : Caribbean Airport Facilities (CAF) has been in negotiations with various Executive Directors of the Puerto Rico Ports Authority (PRPA) since October 29, 2009 when at their request; we submitted an offerto sell all our leaseholds (CAF cargo and AirportHotel) and remaining credits for $Q7,500,000.00. In January, 2012 we agreed to a final price of $50,000,000.00 for CAF's leaseholds, except Airport Hotel, whichwe herebywithdraw. Since January 2012 we have heard of several board meetings, have submitted documents to the Executive Directorwhenever he has requested any information and yet as ofthis date we understand there is no consensus. This Board of Directors is exposing the PRPA to serious legal consequences in allowingthe P3 tocontinue and withtheir involvement in atortious expropriation attempt. The continued delay in action by the PRPA and the progression of the possible unconstitutional privatization, leaves CAF with no alternative butto informthe PRPA thatwe have withdrawn ouroffer to transferour leaseholds and rent credit balance and will take strong effortsto protect our rights and interests byall means possible. Duetothe PRPA and P3 authority's December 2011 expropriation attempt, CAF has alreadyfiled in the United States District Court: 1 Airport Office:Suite#3, 150 Carr.SectorCentraLCarolina,P.R. 00979-1536 • (787) 791-4545 I Fax (787) 791-0470 CorporateOffice:SuiteA, 14 O'NeillSt.,HatoRey, P.R. 00918

# ---- 1

.

## l~t3=©§=§§PR§I§§II§gL_ _:_ 

# CARIBBEANAIRPORTFACILITIES,INC. CIVIlCASE #12-1032 (CC)

On January 

### 27, 2012, CAF filed Civil Case #12-1032 (CC} in the United States District Court for Puerto Rico, for Injunctive Relieffrom Unconstitutional Actions and DeclaratoryJudgment. The PRPA and P3 filed averyweak Motion to Dismiss which was denied by the court on May 15, 2012 when the Case ManagementOrderwas issued byJudge Carmen Consuela. On April 

### 27, CAF filed its Oppositionto the Motion to Dismiss citingtheviolations ofourconstitutional rights as provide by the Fifth and Fourteenth Amendments of the United States Constitution. Additionallywe arefully prepared toquestionthe entireapprovalto privatizethe airport. Our position remains that the rent credits with interest as stipulated in Federal Case #90-2271(HL) and further ratified with five (5) separate Leases and Amendments through 

### 2004, are avaluable asset ofCAF and mustbe protected atall costs. {CAFObjectionApri/27, 2012 Exhibit8 ) Trial has been set for this case on August 7, 2013 with milestones ofJune 19, 2012 for mandatory disclosure and December

### 5, 2012fordiscoverydeadlines. We believethe PRPA has a fiduciary obligation to inform the Federal Aviation Administration and any potential**bidd~rs** in the P3 process ofthe pending litigation and the PRPA obligations to CAF for the rent credits due to CAF. CAF intends to make the PRPA and any P3 successful bidder·liable for any losses attributabletothefailureto recognize CAF's contractual rights and interests. Ifnecessarywewill use this ongoing case to includethe FAA fortheirfailure to protectCAF in allowing the P3 to proceed. CAF is entitledto "equal protection underthe law", as the largestcargo warehouse provider at the LMM International Airport, while allowing airlines to participate. The FAA and the PRPA failed to allow other entities (such as CAF) that have a much greater interest and exposure, any input.intothe program, afurtherviolation ofourrights. If, in fact, the PRPA attempts to continue the P3 program, without a CAF solution, we will object and demand that all the rights granted in ourcontract, including our right to provide ground handling and terminal services, fueling, aircraft maintenance as well as our rent credits, are protected. We will also demand acknowledgementand consentfromthe airportoperatorthat no rentwill be paid byCAF until the complete exhaustion orexpiration ofourrentcredits.

2

AirportOffice:Suite #), !50Carr.Sectorf:entratCarolina.P.R. 1}0979-1536 • {787) 791-4545/F;1x (n7) 791-6470 · CorporateOffice:SuiteA, 14 O'NeillSt.,HatoRey,P.R. 00918

### CIVIlCASE KEP 2001-0453 (1003) On December 28, 2011 the PRPA in conjunction with the Department of Justice made an ill-fated attempttoexpropriateCAF leaseholds in Civil Case #K EP 2001-0453 {1003). On February 10, 2012 in a First Resolution and OrdertheJudge ordered the PRPAto resubmitthe case after failing to complete a number of requirements typical of expropriation cases. The Court, in no uncertainterms, ruled thatthe government's taking power could not be used to set aside contractual obligations and thatconditioningthe expropriation and compensation to extraneous matters stated in the petition does notfind support in the law. On April 3, 2012 by Resolution, theJudge orderedthe PRPAto serve CAF and all otherdefendantswith the petition as well as other instructions, disregardingthe Justice Department's Motion to Voluntarily Dismissthe case ofMarch 21, 2012. As ofthis date, CAF has notbeenserved, deprivingCAF ofits due process rights and abilityto respond, the PRPA is dangerouslyflirtingwith contemptofcourt. CAF intendsto defend its rights vigorously, including the demand that the PRPA moneys deposited in the expropriation court be transferred to partially satisfy the rent credits due to CAF. We strongly believe the court will agree that the PRPA has a liability to CAF, as stated even in your own audited financial statements, and will agree that the funds should remain under the protection ofthe court untilthe rentcredits duetoCAF are satisfied. 

### CAF RENT CREDITS FOR lAND IMPROVEMENTS These negotiations and prior legal proceedings have resulted in acomprehensive rent credit review by both CAF and the PRPA, as well as appraisal'scompleted by both CAF and the GDB, which are in PRPA's possession and will be briefly reviewed herein. These credits are a result ofCAF's private multi-million dollar investments in developing raw, unused land into world class cargo facilities, where there were none; in exchange for rent credits proportionateonlyto aportion ofthe investment made. There is acap atCAF 1of$10.1 million and at CAF 2of$25 million. The investments have been verified with copies ofall invoices and supportgiven tothe PRPA.

3

Airport Office:Suite#3, 150 Carr.SectorCentral.Carolina,P.R. 00979-1536 • (787) 791-4'545 IFax**(7~7)** 791-6470 CorporateOffice:SuiteA, 14 O'NeillSt.,HatoRey, P.R. 00918The annual interest accrual is a basic principal of contract law and was also included in the 2004 contractamendment: Page 36ArticleXXVII CREDIT FOR LAND IMPROVEMENTS "As establishedin the originalcontracts, asa LandImprovementCredit, saidamountshallbearinterestata rate ofninepointfive (9.5%)perannum andarentcreditforsaidyearlyinterestshallbegiven bytheAuthorityfor the Lessee during the term ofthis contract. Acreditequivalentto themonthlyrentaland/orfees andcharges (whicheverisgreater)

...is herebygranted". As required in a previous litigation, in June of 2011 the PRPA commissioned a credit review by CPA Vigilia Vega. The PRPA credit review had one fatal flaw. The reviewerfailed to acknowledgethatthe credits bear interest at 9.5% perannum. The reviewer did notsubmit hisjustification forthis violation of basic accounting and legal principles and his report is under objection in the current legal case between CAF and PRPA, where the PRPA has attempted to use a new argument that the credits are contrarytothe "publicgood". However,that is notlegaljustificationtoviolate ourcontract rights. Itis importantto notethatthough the PRPA recently broughtthevalidityofthe 2004contract amendment as adefense in our lawsuit againstthem, atthe presenttimethatcontract is considered valid and both the PRPA and CAF have been acting underthetermssetforththerein.

It is important to recognize that 9.5% interest rates were the going market rates at the time CAF improvements were made. In fact the construction funds were borrowed with an AFICA loan at the GOB with a7.5% interest plus 2% letterofcreditfees, perannum. Once the proper interestvalues are applied the PRPA and CAF credit calculations are virtually the same. CAF has a rent credit balance of $50,989,475.24 as of November30, 2011 and thatvalue increases monthly. (Exhibit C) Even with the skewed computations ofthe PRPA review with a one-time interest accrual, CAF has a credit balance dueofover$19,916,571.00. It is our understandingthat an internal review by the accounting department ofthe PRPA has verified that with the 9.5% interest calculation properly reflected, the credit balance dueto CAF is in excess of $41,000,000.00. The PRPA mustguaranteethe method ofrepaymentto CAF on this amount priorto anytermination of our lease agreements.

4

AiroortOffice:Suite#3, I'50 Carr.SectorCentml.Carolina,P.R. 00979-1'536 • (787) 791-454'5 I F:.x (7R7) 791-6470

- CorporateOffice:SuiteA, 14O'NeillSt.,HatoRey, P.R. 00918

### APPRAISALS Underthesponsorship ofthe GDB, the PRPA commissioned an appraisal by Rafael Bonin ofMcCioseky,

.Bullet et al. The firstversion ofthe appraisal included a "extraordinary assumption and key valuation issues" which meansthat iffound to be false, could alterthe appraiser's opinion

... These assumptions and issue arethe rent credits as explained bythe PRPAto the appraiser. Underdirection ofthe PRPA, the appraisal completely ignoresthe existence ofthe credits and did notconsiderthis $50,000,000.00+ asset as a component ofthe subject property in any way. By completely ignoring the rent credits

- which as we detailed above, providethatCAF leaseholds have a rentcredit equaltothe monthlyrental

- the appraisal shows a diminished value as then rent would be due. Instructing the appraiser to completely ignore credits that have been established bythe court and that are reflected in the audited Financial Statements of the PRPA is an act of tortious interference and showed the PRPA bad intentionsfrom thestart. The PRPA instruction was acomplete contradiction ofour lease agreements and courtstipulationsand therefore, isfatallyflawed. After a meeting in November of2011 with CAF, the appraiser and the P3 Director, we confirmed that dueto the material errorofignoring credits, the values ofour leaseholds were seriously undervalued. It is our understandingthatthe GDB has since commissioned an updatetothat appraisal and whenthe credits are properly reflected, state a value for CAF leaseholds at $49,500,000.00 plus the remaining credit balance. CAF has alreadysubmitted our most recent appraisals from 2008 and 2007tothe PRPA showingvalues for CAF 1of$13,020,000.00, CAF 2 of$41,490,000.00 and CAF 3 of$16,350,000.00 which is a total of $70,860,000.00 

### VALUES CAF leaseholds are avaluable asset that would substantially increase the inventoryvalue forthe PR 3 initiative, maximizing the funds the PRPA receives. We believe that our offer to sell our leaseholds, valued at over $70,000,000.00 which include 80% ofthe cargo facilities, the only vacant land to be developed atthe airport, as well as the opportunityforthe PRPA to extinguish over $50,000,000.00 in liabilities they have to CAF for the discussed price of $50,000,000.00 was an extremely fair and equitableofferunderany ofthescenarios listed below. 5

A.irport Office:Suite#3, 1'50Carr.SectorCentral,Carolina,P.R. 00979-·1536 • (787) 791-fS45 I Fax (787) 791-6470 CorporateOffice:SuiteA, 14O'NeillSt.,HatoRey, P.R. 00918____**.--:;::--:~**



## . ..--__.-;.---**-.....-~**

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# II 

# II 

# lt

# ±l[

# ~ 

# iie:! -------1 

# IS#il :1 

# CARIBBEANAIRPORTFACILITIES,INC.

APPRAISALS CREDITS PRPA % perannum 

### $49,500,000.00 $41,000,000.00 $90,500,000.00 PRPA%onetime 

### $49,500,000.00 $19,916,527.00 $69,416,527.00 CAF Reports 

### $70,860,000.00 $50,989,475.24 $121,849,475.24

If settlement cannot be reached it will be up to the Expropriation court to decide appropriate compensation based on the actual values. We cannot continueto allowthe PRPA to delay, ignore and violate ourrights andwill be proceedingwith the remedies allowed in court.

President

xc: Marcos Rodriquez Emma, ChiefofStaff BernardoVazquez, Executive Director, PRPA David Vazquez, DirectorPublic Private PartnershipAlliance Alfredo Fernandez, Esq

6 \irportOffice:Suite#3, 150Carr.SectorCentral,Carolina,

## P.R. 00979-1536**~** (787) 791--l545 I Fax (787) 791-6470 CorporateOffice:SuiteA, 14O'NeillSt.,HatoRey, P.R. 00918

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 1of37

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF PUERTO RICO CARIBBEAN INC. AIRPORT FACILITIES, CIVIL NO. 12-1032 (CCC)

Plaintiff

v. 

### BERNARDO VAZQUEZ, EXECUTIVE DIRECTOR OF THE PUERTO RICO PORTS AUTHORITY; DAVID ALVAREZ, EXECUTIVE DIRECTOR OF THE PUERTO RICO PUBL:IC•PRIVATE ·PARTNERSHIPS AUTHORITY Defendants 

### RE: INJUNCTIVE RELIEF TO ENJOIN STATE OFFICER FROM COMMITTING UNCONSTITUTIONAL ACTIONS; DECLARATORY JUDGMENT

OPPOSITION TO MOTION TO DISMISS TO THE HONORABLE COURT: COMES NOW Plaintiff, Caribbean Airport Facilities, Inc. (hereinafter collectively referred to as "CAF") , through the undersigned counsels, and respectfully states, alleges, and prays as follows: 

### I. Introduction On January 18, 2012, CAF filed the captioned complaint for

a civil rights action for declaratory and injunctive relief. The action was filed against Mr. Bernardo Vazquez ("Vazquezi') , the Executive Director of the Puerto Rico Ports Authority ("PRPA") and Mr. David Alvarez ("Alvarez") , Executive Director of the Puerto Rico Public-Private Partnerships Authority

## .... Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 2of37



### ("PRPPA" (Dkt. 1). On April 9, 2012, the Court granted defendants until April 13, 2012 to answer the complaint. (Dkt. 10). On April 13, 201'2, Alvarez filed a Motion to Dismiss. (Dkt. 11). On April 16, 2012, Vazquez filed a motion joining Alvarez's Motion to Dismiss. Nevertheless, Vazquez's motion is untimely and must not be considered by the Court since the deadline to file such type of pleading was April 13th. Therefore, default should be entered as to Vazquez as he did not file a responsive pleading on time and failed to request leave from the Court to extend the time to do so. II. Discussion (a) Standard of motion under Fed.R. Civ. P.12 (b) (1) and (6) 

### Under Fed. R.Civ.P. Rule 12(b) (1), a defendant may move to dismiss an action for lack of subject matter jurisdiction. As courts of limited jurisdiction, federal courts must narrowly construe jurisdictional grants. See e.g., Alicea-Rivera v. SIMED, 12 F.Supp.2d 243, 245 (D.P.R.l998). Consequently, the party asserting jurisdiction has the burden of demonstrating the existence of federal jurisdiction. See Murphy v. United States, 45 F.3d 520, 522 (1st Cir.l995); Droz-Serrano v. Caribbean Records Inc., 270 F.Supp.2d 217 (D.P.R.2003). When deciding whether to dismiss a complaint for lack of subject matter jurisdiction, the Court "may consider whatever evidence has been

2

### ,. Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 3of37



### submitted, such as ... depositions and exhibits." See Aversa v. United States, 99 F.3d 1200, 1210 (1st Cir.1996). Motions brought under Rule 12(b) (1) are subject to the same standard of review as Rule 12(b) (6) motions. Negron-Gaztamhide

v. Hernandez-Torres, 35 F.3d 25, 27 (1st Cir.1994); Torres Maysonet v. Drillex, S.E., 229 F.Supp.2d 105, 107 (D.P.R.2002). A motion to dismiss for failure to state a claim under Rule 12(b) (6) is the descendant of the common law demurrer. It tests the legal sufficiency of the party's.claim for relief. This rule allows trial courts to dismiss lawsuits nthat are fatally flawed in their legal premises and destined to fail, and thus to spare litigants the burdens of unnecessary pretrial and trial activity". Advanced Cardiovascular Systems, Inc. v. Scimed Life Systems, Inc., 988 F. 2d 1157, 1160 (Fed. Cir. 1993). Rule 12(b) (6) motions test the sufficiency of the pleadings and, consequently, compel an examination of whether the pleaders did what they were obligated to do under the federal pleadings rules (i.e. Rule 8 and 9). See, U.S. ex rel. Lemmon v. Envirocare of Utah, Inc., 614 F. 3d 1163, 1171 (lOth Cir. 2010); Hefferman v. Bass, 467 F. 3d 596, 599-600 (7th Cir. 2006). When a Court is ruling on a motion to dismiss under Fed.R.Civ.P. 12 (b) (6), it must draw all well-pleaded facts from its complaint. FelicianoHernandez v. Pereira-Castilla, 663 F. 3d 527, 529 (1st Cir. 2011), supplementing them with references to documents annexed

3

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page4of37



### to the complaint or fairly incorporated into it. Redford v. U.S. Airways, 589 F. 3d 30, 34 (1st Cir. 2009).

Under Rule 12(b) (6), a claim may be dismissed either because it asserts a legal theory that is not cognizable as a matter of law or because the factual tale alleged is implausible. See, Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 & 

### 570, 127 S. Ct. 1955, 1965 and 1974, 167 L. Ed. 2d 929 (2007). When a defendant challenges a claim under this rule, the court must construe the pleading liberally in the pleader's favor and "indulge all reasonable inferences" in plaintiff's favor. See, Bell Atlantic Corp. v. Twombly, supra; Clark v. Boscher, 514 F. 3d 107, 112 (1st Cir. 2008); Kaltenbach v. Richards, 464 F. 3d 524, 526-527 (5th Cir. 2006). The Court must presume that the well-pleaded allegations are true, and resolve all reasonable inferences and doubts in the light most favorable to the plaintiff and view the pleading in the light most favorable to the plaintiff. See, Fitzgerald v. Barnstable Sch. Comm., 129 S. Ct. 788, 792, 172 L. Ed. 2d 582 (2009); Tellabs, Inc. v. Makor Issues & 

### Rights, Ltd., 551 U.S. 308, 322, 127 S. Ct. 2499, 2509, 168 L. Ed. 2d 179 (2007). No claim will be dismissed simply because the trial court disbelieves the allegations or feels that recovery is remote or unlikely. See, Bell Atlantic Corp. v. Twombly, supra, at pages 555-556. The

4

### Case 3:12-cv-01 032-CCC Document 13-1 Filed 04/27/12 Page 5 of37

First Circuit has held that "dismissal for failure to state a claim is appropriate if the complaint fails to set forth factual allegations, either direct or inferential, respecting each material element necessary to sustain recovery under some actionable legal theory." Gagliardi v. Sullivan, 513 F. 3d 301 (1st Cir. 2008).

To satisfy Rules 8 and 9 of the Federal Rules of Civil Procedure, a pleading must contain "enough" to give defendants fair notice of both the complaint's claims and the grounds for those claims. See, Tellabs, Inc. v. Makar Issues 

### & Rights, Ltd., supra at page 319. No "detail factual allegations" nor evidentiary-level factual showings are required. See, Ashcroft



### v. Iqbal, 129 

## s. Ct. 1937, 1949 (2009); Fowler v. UPMC Shadyside, 578 F. 3d 203, 213 (3rd Cir. 2009)

. Rather, a plaintiff must show that its allegations "possess enough heft"
to establish an entitlement for relief. Bell Atlantic Corp. v. Twombly, supra, at page 555. A plaintiff must allege enough facts to raise its claims beyond the level of speculation, and
must "nudge their claims across the line from conceivable to plausible". Bell Atlantic Corp. v. Twombly, supra, at page 570. To cross into "the realm of plausible liability, the allegations
must be factual (not conclusory) and suggestive (not

.neutral)

. Id. at page 557 n.5.

5

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 6of 37



### Thus, courts will test for compliance with the requirements of Rule 12 (b) (6) 

### by performing a two-step inquiry- first, legal conclusions will be isolated, so as to uncover the pleading's purely factual allegations, and second, those factual allegations will be presumed true and then examined for plausibility. See, Ashcroft v. Iqbal, supra at pages 1949-1950. The requisite "plausibility" is not measured by a likelihood of

success. See, 

### Aktieselskabet AF 21 November 2011 v. Fame Jeans Inc., 525 

### F. 3d 

### 8, 17 (D.C. 

### Cir. 2008); Phillips v. County of Allegheny, 515 F. 3d 224, 234 (3rd Cir 2008). The burden of proof lies with the moving party when a Rule 12(b) (6) motion is filed. See, Total Benefits Planning Agency, Inc. v. Anthem Blue Cross & 

### Blue Shield, 552 F. 3d 430, 434 (6th Cir. 2008). Finally, where circumstances persuade the court that claims should not be dismissed until further factual developments 1s accomplished, the court may deny the Rule 12(b) (6) motion and revisit the merits of the claims on a Rule 12 (c) motion for judgment on the pleadings or a Rule 56 motion for summary judgment. See, Keys Jet Ski, Inc. v. Kays, 893 F. 2d 1225, 1230 (11th Cir. 1990). It has been favored by this court, as an alternative to early dismissal, to allow plaintiff to cure any deficiencies and conform its complaint to ' more demanding pleadings standards. Roman-Samot v. Pontificial Catholic

6

### Case 3:12-cv-01 032-CCC Document 13-1 Filed 04/27/12 Page 7of37



### University of Puerto Rico, 2011 WL 5025978 at *5 (D.P.R. Oct. 21, 2011); Perea v. Pereira, 2010 WL 891630 (D.P.R. Jan. 29, 2010). When a plai;ntiff seeks leave to amend the complaint, before formal entry of judgment, the district court should evaluate the motion under the liberal standard of Rule 15(a)

. Torres-Alamo v. Puerto Rico, 502 F. 3d 20, 25-26 (1st Cir. 2007) (citing Palmer v. Champion Mortgage, 465 F. 3d 24, 30 (1st Cir. 2006)). Under this standard, "[a]mendments may be permitted pre-judgment, even after dismissal for failure to state a claim, and leave to amend is 'freely given when justice so requires.'" Id. (quoting Rule 15(a)). The limited reasons for denying a prejudgment motion to amend include "undue delay, bad faith, futility and the absence of due diligence on the movant's part." Id. (citing Palmer, 465 F. 3d at 30 supra) Thus, under the aforementioned standard, even if the Court deems insufficient the complaint filed in this case, as Alvarez contends, dismissal should not follow and leave to amend should be freely given. (b) CAF's claims fall within this Court's jurisdiction 

### It is hornbook law that the statute codified at 28 U.S.C. § 

### 1331 confers the district courts original jurisdiction of all civil actions arising under the Constitution, laws, or treaties of the United States. The citizenship of the parties is 7

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 8of37



### irrelevant to federal question. Wright & Miller: Federal Prac. & Proc. s 3561, Federal Question Jurisdiction (2011).

Section 1343 also grants original jurisdiction to the district courts on any action authorized by law to be commenced by any person to redress the deprivation, under color of any State law, statute, 'ordinance, regulation, custom or usage, of any right, privilege or immunity secured by the Constitution of the United States or by any Act of Congress providing for equal rights of citizens or of all persons within the jurisdiction of the United States. See 28 U.S.C.A. § 

### 1343. See also Grable & 

### Sons Metal Prods., Inc. v. Darue Eng'g & 

### Mfg, 545 U.S. 308, 314, 125 S.Ct. 2363, 162 L.Ed.2d 257 (2005); accord. Smith v. Kansas City Title & 

### Trust Co., 255 U.S. 180, 201-02, 41 S.Ct. 243, 65 L.Ed. 577 (1921); R.I. Fishermen's Alliance, Inc. v. R.I. Dept. of Envtt. Mgmt., 585 F.3d 42, 48 (1st Cir. 2009); Municipality of San Juan v. COFECC, 415 F.3d 145 (1st Cir. 2005).

As detailed in the aforementioned rulings by the United States Supreme Court, the United States Court of Appeals for the First Circuit and recent decisions by this Honorable Court, subject matter jurisdiction is proper upon the existence of claims related to federal regulatory requirements, and, as such, upholding "federal question jurisdiction where a state-law claim necessarily implicates a federal issue, actually disputed and

8

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 9 of37



### substantial, which a federal forum may entertain without disturbing any congressionally approved balance of federal and state judicial responsibilities." In this case, the legal basis for the PRPA's decision to incur in the constitutional violation alleged in the Complaint is the PPP program. In turn, the PPP program comes to life as a consequence of the federal regulatory scheme that is defined in the Complaint ·as the "Pilot Program". Recently, the United States Congress authorized the development of several airport projects as part of Public-Private Partnerships (PPP) , all of which needed to be approved by

.the FAA, under what is known as the "Pilot Program"

. The Pilot Program was authorized by Section 149 of the Federal Aviation Administration Authorization Act of 1996, as amended by Section 155 of the Vision 100 Century of Aviation Reauthorization Act of 2003, 49 

## u.s.c. § 

### 47134. The Pilot Program is a program regulated by the FAA and developed with federal aid and, as such, is the controversies arising in this case involve federally protected interests. Under the Pilot Program the FAA may approve the concession of up to five "public use" airports in the United States. Only three (3) of these airports may be "medium hub airports" (defined as an airport having between 0.25% and 1% of U.S. revenue passenger hoardings annually, whether or not in scheduled service), such as the Luis Mufioz Marin International Airport. The PRPA filed a preliminary

9

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 10of37

application under the Pilot Program and this application was accepted for review by the FAA on December 22, 2009. Based on this acceptance the government of Puerto Rico implemented the PPP program directed by Alvarez and agreed to transfer the Luis Munoz Marin Airport to a public-private partnership. To implement this decision, the PRPA must first take CAF's property and rights. Since the PRPA and the PPP have decided that the government will not compensate CAF for its contract rights and protected property (the rent Credits) I then the COnstitutional violation ensues. Thus, subject- matter jurisdiction is proper upon the existence of claims related to federal regulatory requirements I such as the ones set forth in the Pilot Program, and that the funds at issue are federal grant monies, as is the

case at bar 1 it has been upheld that federal question jurisdiction is actually in dispute and substantial. See, Grabel & Sons Metal Prods, Inc. v. Darue Eng'g & Mfg. 1 supra/ at page 314; accord. Smith v. Kansas City Title & Trust Co., supra, at page 201-202; R.I. Fishermen's Alliance, Inc. v. R.I. Dept. of Envtt. Mgmt., supra, at page 48; Municipality of San Juan v. COFECC, supra. (c) CAF's allegations state a claim for which relief can be granted against the Defendants

In a myopic and simplistic manner, Alvarez argues in its Motion to Dismiss that CAF's claim is strictly confined to a 10

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 11 of37



### breach of contract claim that should not be entertained by the Court because no diversity of jurisdiction exists. Not one single allegation in the Complaint filed in this case refers to

a breach of contract claim and the Complaint does not seek any of the remedies available under state law for a breach of contract claim. To the contrary, CAF alleges that both defendants, as public officials, notified CAF of the government's decision to exercise its Constitutional power to 

## -take- -private property- in 

# an effort to set aside its contractual obligations with CAF. Simply stated, the government of Puerto Rico, exercising an action tantamount to those seen in dictatorial regimes, has decided to set aside its contractual obligations with CAF through the use of its constitutional eminent domain power to take private property. Thus, CAF is not seeking redress for a breach of contract claim in this action. That much is clear. To the contrary, CAF seeks redress and prevent the named government officials from setting aside the Ports Authority's obligation to grant credits to CAF using its constitutional taking power. Precisely because there is a contract between the Ports Authority and CAF, it follows that the Ports Authority cannot ignore its contractual obligations using its eminent domain power. The facts pleaded in the Complaint are very clear and sufficient to establish CAF's claims.

11

### Case 3:12-cv-01 032-CCC Document 13-1 Filed 04/27/12 Page 12 of37

A 

### recount of CAP's allegations 

### In its Complaint., CAF provided a recount of the federal program used to develop the Luis Munoz Marin International Airport and transfer its operation to a 

### public-private partnership. CAF alleged that "recently the United States Congress authorized the development of several airport projects

as part of Public-Private Partnerships (PPP), all of which needed to be approved by the FAA, under what is known as the 'Pilot Program'". CAF also alleged that "[t]he Pilot Program is

a program regulated by the FAA and developed with federal aid and, as such, is the controversies arising in this case involve federally protected interests." The Complaint also states that "[t]he PRPA filed a preliminary application under the Pilot Program and .this application was accepted for review by the FAA

on December 22, 2009" 

### and that "the PRPA is structuring a PPP Contract and a Use Agreement with the airlines to ensure, among other conditions, that: (i) the airport will continue to be available for public use without unjust discrimination; (ii) the contractor will maintain, improve and modernize the Airport facilities through capital investments; (iii) airport fees imposed on air carriers will not increase faster than inflation unless a higher amount is approved by at least 65% of the air carriers using the Airport and the air carriers having at least 65% of the landed weight of aircraft at the Airport." CAF 12

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 13 of37



### further alleged that "[i]n June 2010, the PRPA published a request for qualifications ("RFQ") and is in the process of selecting a qualified entity to whom it would lease the Airport and that "[s]ince October 29, 2009 and to further its interest in transferring the Airport operation to a third party under the Pilot Program, the PRPA has engaged in attempts to acquire CAF leasehold rights and interests in the Airport, which are reasonably estimated in the sum of $97,500,000.00; and the part1es have been in regular and constant negotiations and communications in this regard." The underlying facts alleged by CAF were particularly presented in the Complaint. CAF alleged that " [o]n October 24, 1988, the PRPA and CAF entered into a Ground Lease Agreement (Agreement No. AP-88-89-(4)/070) whereby CAF leased certain undeveloped land in the Airport and agreed to make multi-million dollar investments to develop and construct various cargo and passenger services facilities in the leased premises." CAF alleged that "[i]n return, the PRPA agreed to give CAF a credit based in an estimated initial investment made by CAF of $5.6 million bearing interest at 9.5%" and "[a]fterwards, CAF made considerable additional monetary investments for development and construction costs and mitigation expenses, and built various buildings, ramps and facilities used for cargo services and transportation within the Airport."
13

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 14 of37



### CAF further expressed in its Complaint that "[a]ccording to the October 24, 1988 Lease Agreement the PRPA agreed to give CAF, for a period of ten (10) years and to reimburse for its investments, a credit, equal to certain defined rental fees and charges imposed to airlines that CAF was authorized to collect

on behalf of the PRPA, to be used against the lease payments payable under the Lease Agreement. This lease Agreement was later incorporated into a public deed on February 10, 1989." As alleged in the Compla.int**~** 

### "the PRPA agreed to reimburse CAF for additional multi-million dollar investments made and reached a 

### Settlement Stipulation with CAF [which was incorporated into a Judgment] in the case of Caribbean Airport Facilities, Inc. v. Puerto Rico Ports Authority, Civil No. 90- 2271 (HL) where CAF was authorized by the PRPA to make additional investments, construct additional facilities, including but not limited to a Taxi-Way, a ramp extension adjacent to a the existing ramp of CAF, a gas service station, among others." According to CAFs allegations, "the PRPA agreed to reimburse CAF for all the costs incurred and the investments made by giving CAF a rent credit, through the life of the ground Lease Agreement and any extensions thereof, and the right to collect fees and chargesi excluding landing fees, collected by CAF from all activities on the leased premises (collectively 14

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 15 of 37

referred to as "the PRPA fees")

." The PRPA fees were incorporated into all of the contract amendments dated "January 4, 1994, July 28, 1994, October 28, 1997, and May 13, 2004". According to CAF's allegations "[t]he reasonable value of these credit reimbursements due to CAF are currently calculated in the

sum of $50,989,575.24"and "[t]he property developed by CAF has been used, and is currently used, to provide service to the Airport's cargo transportation and passenger services." The particular conduct by the government agency directed by Vazquez that has affected CAF's constitutional rights was also particularly alleged. CAF stated in its Complaint that "since early 2009 the PRPA has refused to give any value to the credit for construction and mitigations costs incurred by CAF, as it had agreed to provide to CAF and the PRPA has repeatedly stated that it does not have any obligation to grant these credits to CAF" and that "despite CAF' s best efforts to convince the PRPA to act otherwise, the PRPA and its Executive Director insist in ignoring the terms of the Settlement Agreement, incorporated into this Court's Judgment, and has refused to accept the value of the credits." Moreover, CAF alleged that "on January 2012, the Executive Director of the PRPA, in conjunction with Mr. David Alvarez, Executive Director of the PPP initiative, informed CAF of the

15

### Case 3:12-cv-01 032-CCC Document 13-1 Filed 04/27/12 Page 16 of37



### government's intention of taking its leasehold interests without compensating CAF for the value of the credits. 11 

### According to CAF, "Mr. Vazquez and Mr. Alvarez are furthering a constitutional violation as they are furthering the PRPA's purpose of taking CAF's private property without paying a fair compensation in violation of the Takings Clause of the Fifth Amendment of the United States' Constitution, as extended to the States by the Fourteenth Amendment of the United States Constitution, and which limits the power of eminent domain by requiring that 'just compensation' be paid if private property is taken for a public use." CAF contended in its Complaint that the "PRPA's intent on condemning CAF's leasehold interests and rights under the Lease Agreement without paying a just compensation constitutes an imminent constitutional violation that CAF seeks to prevent." For purposes of the declaratory judgment relief, CAF stated that "[i]n the case at bar an actual, a substantial controversy

arose because of the failure of the PRPA to meet with its obligation to compensate CAF for the credits provided in the Lease Agreement and in the federal Court judgment. Specifically the PRPA's failure to give any value to the $50,900,000.00 rent credits established in the Lease Agreement, as amended, creates

an adverse reality." legal interest with sufficient immediacy and

16

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 17 of37



### Thus, contrary to Alvarez abrasive and offensive language describing CAF's allegations, they present a clear and detailed factual backdrop to the causes of action included in the Complaint. There is no allegation seeking redress for a breach of contract, as Alvarez contends, and all CAF seeks is the entry of an injunction to prevent a constitutional violation. (d) 

### Injunctive relief is proper 

### constitutional violation to prevent a



### The First Circuit has held that "[w]hile certain constitutional violations are more likely to bring about irreparable harm, we have generally reserved this status for 'infringements of free speech, association, privacy or other rights as to which temporary deprivation is viewed of such qualitative importance as to be irremediable by any subsequent relief.' Pub. Serv. Co. of New Hampshire v. West Newbury, 835
F.2d 3 80 I 382 

### (1st Cir.1987). So, it cannot be said that violations of plaintiffs' rights to due process and equal protection automatically 

### result in irreparable harm." Also, while it has generally been held that "traditional economic damages can be remedied by compensatory awards, and thus do not rise to the level of being irreparable" Puerto Rico Hosp. Supply, Inc. v. Boston Scientific Corp., 426 F.3d 503, 507 (1st Cir.2005), "it has also been recognized that some economic losses can be deemed irreparable." For instance, "an exception

17

### •



# .. Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 18 of37



### exists where the potential economic ·loss is so great as to threaten the existence of the movant•s business." Performance Unlimited, Inc. v. Questar Publishers, Inc., 52 F.3d 1373, 1382 (6th Cir.1995) (citing Doran v. Salem Inn, Inc., 422 U.S. 922, 932, 95 S.Ct. 2561, 45 L.Ed.2d 648 (1975) (finding no abuse of discretion in determination that "absent preliminary relief [movants] would suffer a substantial loss of business and perhaps even bankruptcy")); see also 

### Nat'l Screen Serv. Corp. v. Poster Exchange, tnc., 305 F.2d 647 (5th Cir.1962) (affirming grant of preliminary injunction where denial of injunctive relief would result in the destruction of movant's business). In addition, the First Circuit has held that the irreparable harm requirement may be met upon a showing that "absent a restraining order, [a party] would lose incalculable

revenues and sustain harm to its goodwill." Ross-Simons of Warwick, Inc. v. 

### Baccarat, Inc., 102 F.3d 12, 19 (1st Cir.1996). In addition, in Automatic Radio Mfg. Co. v. 

### Ford Motor Co., we suggested that the inability to supply a full line of products may irreparably harm a merchant by shifting purchasers to other suppliers. 390 F.2d 113, 116-17 (1st Cir.1968). (cited in Vagueria Tres Monjitas, Inc. v. Irizarry, 587 F.3d 464, 484-85 (1st Cir. 2009)).

18

# .. Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 19 of37



### (e) CAF's due process claims 

### This court's jurisdiction to enter injunction relief and a declaratory judgment to remedy unconstitutional government acts cannot be seriously questioned. See, Vaqueria Tres Monjitas, Inc. v. Irizarry, supra. In this case, CAF alleges that the PRPA's and PPP decision not to compensate CAF for the PRPA rent credits agreed with CAF, constituted a confiscation of property in violation. of the Takings Clause. See, U.S. Canst. amend. V. ("No person shall be. deprived of.

. . property, without due process of law; nor shall private property be taken for public use, without, just compensation."). Pursuant to these claims, CAF sought a preliminary injunction to preclude the PRPA's Executive Director and the PPP Administrator from implementing the complained-of constitutional violation. Clearly stated, the alleged value of the credits is significant, and if the defendants are allowed to set aside the PRPA's contract obligations, and not pay CAF the value of the rent credits, then CAF could soon face insolvency.

Moreover, Alvarez incorrectly contends that CAF 

### is attempting to federalize a contract claim. It is pellucid from CAF's Complaint that CAF is attempting to prevent a 

### constitutional violation.

19

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 20 of37



### The Due Process Clause of the Fourteenth Amendment prohibits a state from depriving any person of "life, liberty,

or property, without due process of law." U.S. Canst. amend. XIV, § 

### 1. This prohibition guards against "the arbitrary exercise of the powers of government." Cnty. of Sacramento v. Lewis, 523 U.S. 833, 845, 118 S.Ct. 1708, 140 L.Ed.2d 1043 (1998) (quoting Hurtado v. California, 110 U.S. 516, 527, 4 S.Ct. 111, 28 L.Ed. 232 (1884)). It "applies fully to a state's political subdivisions, including municipalities and municipal agencies." DePoutot v. Raffaelly, 424 F.3d**112~** 

### 117 (1st Cir.2005) (citing Home Tel. & 

### Tel. Co. v. City of Los Angeles, 227 U.S. 278, 286-87, 33 S.Ct. 312, 57 L.Ed. 510 (1913)); Harron

v. Town of Franklin, 660 F.3d 531, 535 (1st Cir. 2011) A court's initial inquiry in a due process claim is to determine whether the plaintiff has been deprived of a protected property or liberty interest. Am. Mfr. Mut. Ins. Co. v. Sullivan, 526 U.S. 40, 59, 119 S.Ct. 977, 989, 143 L.Ed.2d 130 (1999); Wehran-Puerto Rico, Inc. v. Municipality of Arecibo, 106 F. Supp. 2d 276, 287 (D.P.R. 2000). Property interests entitled to constitutional protection are generally defined by extraconstitutional sources such as state law or legal contract. Bd. of Regents of State Colleges v. Roth, 408 U.S. 564, 577, 92 S.Ct. 2701, 2709, 33 L.Ed.2d 548 (1972); Correa-Martinez v. Arrillaga-Belendez, 903 F.2d 49, 53 (1st Cir.1990). In Perry v. 20

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 21 of37



### Sindermann, 408 U.S. 593, 92 S.Ct. 2694, 33 L.Ed.2d 570 (1972),

a companion case to Roth, the Supreme Court held that the concept of property "denotes a broad range of interests that are secured by 'existing rules or understandings.'" 408 U.S. at 601, 92 S.Ct. at 2699 (quoting Roth, 408 U.S. at 577, supra) Thus, a written contract with the government may create a property interest. Perry, 408 U.S. at 601, 92 S.Ct. at 2699. "an interest becomes a protected property interest when recognized by a state statute or legal contract, express or implied between the state agency and the individual." Board of Regents v. Roth, supra, at 577, 92 S.Ct. at 2709. Private contracts are subject to due process, Brock v. Roadway Express, Inc., 481 U.S. 252, 261-262, 107 S.Ct. 1740, 1747-48, 95 L.Ed.2d 239 (1987) CAF does not seek to change the well-settled principle that

a simple breach of contract, 

### per se, does not amount to an unconstitutional deprivation of property. See, 

### e.g., Lee v. Life Ins. Co. of N. Am., 23 F.3d 14, 20 n. 11 (1st Cir.1994); Boston Envtl. Sanit. Inspectors Ass•n v. City of Boston, 794 F.2d 12, Casey v. Depetrillo, 697 F.2d 13 22, (1st Cir.1986) (per 23 (1st Cir.1983) curiam); (per curiam) ; Jimenez v. Almodovar, 650 F.2d 363, 370 (1st Cir.1981). Redondo-Barges v. U.S. Dept. of Hous. 

### & Urban Dev., 421 F.3d 1, 10 (1st Cir. 2005). Nonetheless, it is beyond dispute that a contract with a state entity can give rise to a property right protected under the Fourteenth 21

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 22 of 37



### Amendment. A valid contract may be sufficient to support a claim of entitlement. Perry, 408 

### u.s. at 601, 92 S.Ct. 2694 (employment contract); Marrero-Garcia v. Irizarry, 33 F.3d 117, 121 (1st Cir.1994); Ardito v. City of Providence, 263 F. Supp. 2d 358, 369 (D.R.I. 2003); Unger v. National Residents Matching Program, 928 F.2d 1392 (3d Cir.1991). Contrary to Alvarez contention, the Supreme Court has never stated that every state contract gives rise to a protectible property interest. In Unger, the Court explained that relevant Supreme Court

cases and cases from other courts of appeals instruct that two general types of contract rights are recognized as property protected under the Fourteenth Amendment: (1) where "the contract confers a protected status, such as those 'characterized by a quality of either extreme dependence in the

case of welfare benefits, or permanence in the case of tenure,

or sometimes both, as frequently occurs in the case of social security benefits'"; or (2) where "the contract itself includes

a provision that the state entity can terminate the contract only for cause." Id. 

### 928 F.2d at 1399 (citing S & 

### D Maintenance Co. v. Goldin, 844 F.2d 962, 966-67 (2d Cir.1988)). The contract between CAF and the Ports Authority does not allow the state entity to terminate it for reasons other than for cause. Therefore, this claim relates precisely to the type of contract that**constitu~es** 

### a protected property interest. 22Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 23 of 37



### Moreover, CAF's allegations arise from 

### a procedural and substantive due process violation. Procedurally, it is wellsettled that before public and private contracts are affected the government must provide due process. Cleveland Board of Education v. Loudermill, 470 U.S. 532, 542, 105 S.Ct. 1487, 1493, 84 L.Ed.2d 494 (1985). In Cotnoir v. University of Maine Systems, 35 F.3d 6, 10-11 (1st Cir.1994) the First Circuit set forth the due process criteria that the state must comply when there is na potential loss of a protected interestn. A 

### predetermination hearing must be held where "Notice of the proposed action" and "opportunity to respond" is provided to the affected party. In this case, CAF has not been provided with any notice of proposed action nor has been cited to appear to a predetermination hearing. As CAF has alleged, the defendant government officers have simply

.stated that they will exercise the government's eminent domain power to strip CAF from its contract rights with no compensation. Thus, a procedural due process violation has been properly alleged.

On 

### the other hand, where, as here, a plaintiff's substantive due process claims challenge the constitutionality of certain executive acts, "the plaintiff must show both 

### that the acts were so egregious as to shock the conscience and 

### that they depr'ived him of a protected interest in life, liberty, or 23

### Case 3:12-cv-01 032-CCC Document 13-1 Filed 04/27/12 Page 24 of 37



### property." Pagan v. Calderon, 448 F.3d 16, 32 (1st Cir.2006);

see also 

### Martinez v. Cui, 608 F.3d 54, 64 (1st Cir.2010) (" [P] laintiffs must show, not only that the official•s actions shock the conscience, but also that the official vi'olated a right otherwise protected by the substantive Due Process Clause.")

. The First Circuit has not adopted a rigid two-step analysis in which one showing necessarily must precede the other, see 

### Martinez, at 65 n. 9 supra, but it typically has looked first to whether the acts alleged were conscienceshocking. It has been held that "[t]here is no scientifically precise formula for determining whether executive action is-or is notsufficiently shocking to trigger the protections of the substantive due process branch of the Fourteenth Amendment." Pagan, 448 F.3d at 32. However, certain principles have emerged from the case law. Executive acts that shock the conscience must be "truly outrageous, uncivilized, and intolerable," Hasenfus v. LaJeunesse, 175 F.3d 68, 72 (1st Cir.1999), and "the requisite arbitrariness and caprice must be stunning, evidencing more than humdrum legal error," Amsden v. Moran, 904 F.2d 748, 754 n. 5 (1st**~ir.** 

### 1990) Indeed, " [a] hallmark of successful challenges is an extreme lack of proportionality, as the test is primarily concerned with violations of personal rights so severe [,] so disproportionate to the need presented, and so inspired by 24

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 25 of37



### malice or sadism rather than a merely careless or unwise excess of zeal that· it amounted to a brutal and inhumane abuse of official power literally shocking to· the conscience." GonzalezFuentes v. Molina, 607 F.3d 864, 881 (1st Cir.2010) (internal quotation marks and ellipses omitted). Harron v. Town of**~~~=-~~--~~=-~~** 

### Franklin, supra at page 536. See also 

### Gonzalez-Fuentes, 607 F.3d at 883("[T]he executive actions most likely to shock the conscience are those that are 'intended to injure in some way unjustifiable by any government interest.' U.S. at 849, 118 S.Ct. 1708)). II 

### (quoting Lewis, 523

CAF is challenging the constitutionality of defendants' executive acts [the taking of CAF's contract rights with no compensation] which are so egregious that not only shocks the conscience of anyone in a democracy, but that deprives CAF of its property interest in the contract rights. It 

### is unconscionable for the government to enter into a lease agreement that requires a private party, such as CAF, to make multi-million dollar investments in developing raw, unused, government land, in exchange for rent credits proportionate to the investment made, and then, not having cause to terminate the lease agreement and after the investment is made by the private leaseholder, have the government use its eminent domain power to take the contract rights from the private parties and transfer the title of the property developed to another private party, 25Case 3: 12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 26 of 37



### such as is the objective of the PPP initiative. This type of government action cannot be tolerated in a democratic society as it not only allows the government to do away with its contractual obligations, but also allows the government to exercise its constitutional powers to annihilate the rights of private parties and make them its own. Thus, since the Ports Authority cannot find cause to terminate the contract with CAF, defendants then seeks to obtain the same result with the exercise of its eminent domain power. That is where the constitutional violation falls. Both defendants need be reminded that the Fourteenth Amendment forbids a state actor to stand idly by while another state actor violates the constitutional guarantees of the citizenry. Bruner

·v. Dunaway, 684 F.2d 422, 426 (6th Cir.1982); Suarez Cestero v.

Pagan Rosa, 198 F. Supp. 2d 73, 94 (D.P.R. 2002). (f) CAF's claims are not speculative or insufficient 

### Section 1983 "provides a remedy for deprivations of rights secured by the Constitution and laws of the United States when that deprivation takes place 'under color of any statute, ordinance, regulation, custom, or usage, of any State or Territory

....' "Rockwell v. Cape Cod Hospital, 26 F.3d 254, 256 (1st Cir.l994) (quoting Lugar v. Edmondson Oil Co., 457 U.S. 922, 924 (1982)). Section 1983, in itself, does not confer substantive rights, but provides a venue for vindicating federal 26

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 27 of37

rights elsewhere conferred. See Graham v. M.S. Connor, 490 U.S. 386, 393-94, 109 S.Ct. 1865, 104 L.Ed.2d 443 (1989).

There are two essential elements of a Section 1983 claim: "(i)that the conduct complained of has been committed under color of state law, and (ii)that this conduct worked a denial of rights secured by the Constitution or laws of the United States." Martinez v. Colon, 54 F.3d 980, 984 (1st Cir., 1995), citing Chongris v. Board of Appeals, 811 F.2d 36, 40 (1st Cir., 1987). This second prong has two aspects: (1) there must have been an actual deprivation of the plaintiff's federally protected rights; and (2) there must have been a causal connection between the defendant's conduct and the deprivation of the plaintiff's federal rights. See Gutierrez-Rodriguez, 882 F.2d 553, 559 (1st Cir., 1989); Voutour v. Vitale, 761 F.2d 812, 819 (1st Cir.1985)

.

In turn, this second element of causal connection requires that the plaintiff establish: (1) for each defendant, that the defendant's own actions deprived the plaintiff of his/her protected rights, Monell v. Dep't of Soc. Servs., 436 U.S. 658, 694 n. 58, 98 S.Ct. 2018, 56 L.Ed.2d 611 (1978); GutierrezRodriguez, 882 F.2d at 562; Figueroa v. Aponte-Roque, 864 F.2d 947, 953 (1st Cir.1989) ; and (2) that the defendant's conduct

was intentional, Simmons v. Dickhaut, 804 F.2d 182, 185 (1st

27Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 28 of37



### Cir.1986), grossly negligent, or amounted to a reckless or callous indifference to the plaintiff's constitutional rights. See Gutierrez-Rodriguez, 882 F.2d at 562.

CAF has alleged in the complaint the following facts, among others: 1. "On January 2012, the Executive Director of the PRPA, in conjunction with Mr. David Alvarez, Executive Director of the PPP initiative, informed CAF of the government's intention of taking its leasehold interests without compensating CAF for the value of the credits". See Cdinplaint at**~** 

### 41. 2. "Simply stated, Mr. Vazquez and Mr. Alvarez are furthering a constitutional violation as they are furthering the PRPA's purpose of taking CAF' s private property without paying a fair compensation in violation of the Takings Clause of the Fifth Amendment of the United States' Constitution, as extended to the States by the Fourteenth Amendment of the United States Constitution, and which limits the power of eminent domain by requiring that "just compensation" be paid if private property is taken for a public use." See Complaint at**~** 

### 42.



### An alleged taking in violation of the Fifth and Fourteenth Amendments presents a 'serious constitutional question', Foster

v. Herley, 330 F.2d 87 (6th Cir. 1964), Eleopoulos v. Richmond Development Agency, 351 F.Supp. 63, 64 (N.D.Cal.1972), clearly within the district court's 'federal question jurisdiction.' 28 U.S.C. § 

### 1331 (1970). Alvarez alleges that CAF has not pled facts sufficient to establish that it has a property interest,

28

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 29 of37



### as defined by state law. He also questions the validity of CAF's due process claims. Now, pursuant to Rule 12(b) (6) the above stated allegations must be presumed true. Therefore, for purposes of the motion to dismiss CAF has stated with sufficient details that on a certain date the defendants informed CAF of their intentions of taking its leasehold interests without compensating CAF for the value of the credits. Those facts, if considered true, establish that the defendants are furthering the PRPA's purpose of taking CAF's private property without paying a fair compensation in violation of the Takings Clause of the Fifth Amendment of the United States' Constitution, as extended to the States by the Fourteenth Amendment of the United States Constitution, and which limits the power of eminent domain by requiring that "just compensation" be paid if private property is taken for a public

use. This Court must also take into consideration that Vazquez

was charged with the supervision and administration of all contracts entered into by the PRPA and Alvarez was charged with the supervision and implementation of the public policy of the PRPPA, including but not limited to evaluating and implementing the purposes of the PRPPA. These indivictuals informed CAF that they would be exercising acts furthering the PRPA' s purpose of taking CAF's private property without paying any compensation.

29

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 30 of37



### It must also be considered that after the Complaint was filed in this case CAF obtained informal notice, although never served, with a Complaint filed on December 29, 2011 in local court, where the Commonwealth of Puerto Rico initiated an eminent domain action to acquire CAF's contract rights in the civil case number KEF2011-0453. The government expressly sought in that case a declaration by the Court to disallow any compensation to CAF for its contractual rights. Thus, Alvarez ailegation that CAF's claims are speculative fall in the face of the government's own allegations in the eminent domain action, where it seeks to take CAF's contract rights. Moreover, contrary to what was stated in the Motion to Dismiss, the complaint contains specific factual allegations and not unsupported suspicion. What Alvarez describes as "wholly speculative" allegations came to fruition with the filing of the eminent domain action by the government. The Complaint filed by the Commonwealth to take CAF's contract rights is not based on suspicion; it is a reality. 

### As stated by the defendants, they

are furthering the PRPA's purpose of taking CAF's contract rights through the use of the government's eminent domain power. Therefore, the defendants' own actions deprived CAF of its protected rights, and their conduct was intentional, grossly negligent, or, at least, amounted to a reckless or callous indifference to the CAF's constitutional rights. 30

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 31 of37



### (g) Declaratory 

### judgment relief is proper 

### and ripe In this case, CAF is also seeking a declaration that the government's decision not to compensate CAF for the rent credits is unconstitutional and that Act No. 29, as implemented by Defendants, unconstitutionally impairs CAF's contract. Courts

are commanded to use their discretion wisely when declaratory relief is requested "if such redress is unlikely to palliate, or not needed to palliate, the fancied injury, especially when 

# ·re"frainirig from

.. Tssuirig a 

# declaratory -.juogment 

# -··avoids a premature adjudication of constitutional issues." To determine whether a request for declaratory judgment is ripe for adjudication the First Circuit has held that the court must consider whether the issue is fit for review and "whether the challenged action creates a direct and immediate dilemma for the parties". State of Rhode Island v. Narragansett Indian Tribe, 19 F. 3d 685, 692 (1st Cir. 1993)

. Alvarez argues that there has not been an actual seizure of CAF's rights and that its claim is "merely a suspicion thereof". Alvarez further contends that CAF has not pled a justiciable claim as it is based on an alleged intention by the government to take its leasehold interests. Finally, Alvarez disingenuously alleges that the government has not made an actual taking and that the purported government action i.s not final.

31

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 32 of37



### These allegations are contrary to the government's conduct and actions. Although CAF has not been served with the Petition,

on December 28, 2011 the Government of Puerto Rico filed an eminent domain action to take CAF's property. (Exhibit A) 

### In its Petition the government is seeking that "the rights of CAF under the Lease Agreements be immediately delivered to the PRPA". Par. 8 at page 6. In the eminent domain action the government is seeking to take CAF's contract rights with the PRPA. Faced with the government's attempt to use its eminent domain power to take the contract rights of CAF, the Court expressed its shock stating that "in its twenty (20) years that the subscribing Judge has presided one of the two specialized eminent domain courtrooms of the country, for the first time we

are presented with a case in which [the government] acquires the rights over a lease agreement and its amendments. That is, in this case the petitioner requests to take a personal accessory right to the real estate right of the buildings

..." The Court further stated that the government sought to use its eminent domain power to litigate contract claims and, furthermore, serve

as adjudicator of the same as the government acknowledged that it was not depositing the "just compensation" for the property taken because it was setting off claims alleged, but never adjudicated by the Courts, related to the same contract.

32

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 33 of37

Thus, CAF's allegations in the Complaint of this case cannot be described as "speculative" when it is an uncontested fact that the government has acted according to the shocking conduct that had been advanced by CAF in its Complaint. It follows then that CAF's declaratory judgment action is ripe for resolution as the challenged action creates a direct and immediate dilemma for the parties. Narragansett, 19 F. 3d at 692. Moreover, given the fact that CAF's allegations of the government taking are not speculative, nor the object of its imagination, then it follows there exists a risk of an actual injury or irreparable harm that needs to be corrected with the entry of an injunction. h. CAF has stated a claim against defendants for trying to implement Law No. 29 of June 8, 2009 in a way that will impair its contractual rights to use contractual credits against lease payments pursuant to the Lease Agreement between CAF and the PRPA Article I, Section 10 of the United States Constitution prohibits the States from impairing contractual obligations. ("No
state shall pass any bill or law impairing the obligation of contracts." Article I 

### § 10 U.S. Constitution); Semaphore Entm't Group Sports Corp. v. Gonzalez, 919 F. Supp. 543, 548 (D.P.R. 1996). The procedural aspects of the due process of law limits governmental action which potentially may result in the deprivation of an individual's protected liberty or

33

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 34 of37

property interest. Mathews v. Eldridge, 424 U.S. 319, 333, 96 S.Ct. 893, 902, 47 L.Ed.2d 18 (1976) "Liberty" and "property"

are terms protected under the Constitution. Board of Regents v. Roth, supra, at page 572. Amongst the "core" liberty interests recognized and included are "not merely freedom from bodily restraint but also the right of individuals to contract, to engage in any common occupations of life, to acquire useful knowledge, to marry, establish a home and bring up children and
to worship God according to the dictates of conscience." (Emphasis ours) (Meyer v. Nebraska, 262 U.S. 390, 399, 43 S.Ct. 625, 626, 67 L.Ed. 1042 (1923) recently cited at Board of Regents v. Roth, 408 U.S. at 572, 92 S.Ct. at 2707. The right and liberty to contract are, thus, recognized as a liberty interest protected under the due process clause. Board of Regents v. Roth, supra, at 572. In the case at hand, CAF alleged that the defendants are trying to implement Law No. 29 of June 8, 2009 in a way that will impair its contractual rights to use contractual credits against lease payments pursuant to the Lease Agreement between CAF and the PRPA. CAF has alleged in the Complaint that since October 29, 2009 the PRPA has engaged in attempts to acquire CAF leasehold rights and interests in the Airport, which are reasonably estimated in the sum of $97,500,000.00 and that on January 2012, the Executive Director of the PRPA, in conjunction 34

### Case 3:12-cv-01032-CCC Document 13-1 Filed 04/27/12 Page 35 of37



### with Mr. David Alvarez, Executive Director of the ppp 

### initiative, informed CAF of the government's intention of taking its leasehold interests without compensating CAF for the value of the credits. See Complaint at**~41.** 

### These allegations, if presumed true as they should, establish a valid claim in favor of CAF for defendants' actions. (i) Tbe Complaint pleaded sufficient facts to support the constitutional claims made. 

### As previously argued, CAF provided in its Complaint a detailed description of the actions performed by the defendants furthering a constitutional violation as they are furthering the PRPA's purpose of taking CAF's private property without paying a fair compensation in violation of the Takings Clause of the Fifth Amendment of the United States' Constitution, as extended to the States by the Fourteenth Amendment of the United States Constitution, and which limits the power of eminent domain by requiring that "just compensation" be paid if private property is taken for a public use." See Complaint at**~** 

### 42. CAF's pleading clearly shows defendants intent on using their powers as government officers and condemn CAF'

### s contract rights and under the Lease Agreement without paying any compensation. This action constitutes an imminent constitutional violation that CAF seeks to prevent. These actions violate the provisions of Article I, Section 10 of the United States

35Case 3:12-cv-01 032-CCC Document 13-1 Filed 04/27/12 Page 36 of37

Constitution which prohibit the States from impairing contractual obligations, as the contractual rights of CAF have been affected by the arbitrary seizure of its right to use contractual credits against lease payments pursuant to the Lease Agreement between CAF and the PRPA. This allegations. is not based on speculation but on the government's decision not to allow CAF to use the contract rent credits. These actions also violate the provisions of Article I, Section 10 of the United States Constitution regarding bills of attainder and ex post facto laws, retroactively targeting the property rights of one particular entity, CAF, seizing CAF's property and retroactively revoking rights which it acquired legally, in furtherance of legitimate purposes, and in accordance with law and procedure. 

### III. Conclusion CAF has pleaded with particular sufficiency facts that support its claims. A detailed review of the Complaint shows that CAF has included detailed allegations of the actions performed by the defendants furthering a constitutional violation as they are furthering the PRPArs purpose of taking CAF 1 s private property without paying a fair compensation[ or any compensation, in violation of the Takings Clause of the Fifth Amendment of the United Statesr Constitution. Unquestionably, this Court has jurisdiction over the claims filed by CAF in this Complaint. Thus, the Motion to Dismiss
36Case 3: 12-cv-01 032-CCC Document 13-1 Filed 04/27/12 Page 37 of37



### filed by Alvarez should be denied. In the alternative that the Court determines that more specific allegations are needed, CAF requests that the Court allow it to amend the complaint. WHEREFORE, 

### CAF respectfully prays that this court deny Alvarez' Motion to Dismiss. Dkt. 11. CERTIFICATE OF SERVICE



### I HEREBY CERTIFY that on April 27th 2012, 

### I electronically filed the foregoing document with the Clerk of the Court using CM/ECF. RESPECTFULLY SUBMITTED. 

### In San Juan, Puerto Rico this 27th 

### day of April, 2012. DELGADO & FERNANDEZ, LLP 

### Attorneys for Plaintiff PO BOX 11750 

### Fernandez Juncos Station San Juan, PR 00910-1750 

### Tel. (787)274-1414 

### Fax: (787) 764-8241 

### afernandez@delgadofernandez.com s/Alfredo Fernandez Martinez ALFREDO FERNANDEZ MARTINEZ 

### USDC-PR #210511 

### sf Elias Correa Menendez ELIAS CORREA MENENDEZ 

### USDC-PR #224613

37

### R.S. 

## & Assoc.**~** 

### PSC CertifiedPublicAccountants &BusinessAdvisors



# CARIBBEANAIRPORT FACILITIES, INC. Agreed-Upon Procedures on Rent Expenseand Rental Credits in Connection with LeaseAgreementswith the Puerto Rico PortsAuthority from InceptiontoJuly31, 2009

With Rent and CreditCalculations through November30, 2011

# i 

# I

.**~----**

. \

1. l. i' !' ! I' j, I 

## CARIBBEAN AIRPORT FACILITIES, INC. AGREED-UPON PROCEDURES TABLE OF CONTENTS

ll\

1 DEPENDENTACCOUNTANTS'REPORTON APPLYlNGAGREED-UPONPROCEDURES APPENDIXI-AGREED-UPONPROCEDURESANDFINDINGS SCHEDULEI- RENTANDCREDITSCALCULATION,CAFICONTRACT SCHEDULEI-A-PERCENTAGERENT, CAFICONTRACT SCHEDULEII -RENTANDCREDITSCALCULATION,CAFIICONTRACT SCHEDULEII-A-PERCENTAGERENT, CAFIICONTRACT SCHEDULEIII-CONTRACTEDRATES, CAFIANDIICONTRACTS Page

2-6 7-14 14-19 20-24 25-29



### 30

### R.S. & 

### Assoc. - PSC**.fl~~**

## .. CertifiedPublicAccountants & BusinessAdvisors

INDEPENDENTACCOUNTANTS' REPORTON APPLYINGAGREED-UPON PROCEDURES 

### TotheStockholdersof CaribbeanAirportFacilities,Inc.
Wehave performed the procedures enumerated in the accompanying Appendix I, which were agreed to by Caribbean Airport Facilities, Inc. (the "Company"), solely to assist the Company in evaluating the accompanying ScheduleI, Rentand Credits Calculation-CAPIContract, ScheduleI-A, PercentageRentCAFI Contract, Schedule ll, Rent and Credits Calculation-CAP llContract, Schedule II-A, Percentage Rent-CAF II, and Schedule III, Contracted Rates-CAF I and II Contracts (the "Schedules"), regarding rent expense and related rental credits pursuantto the Lease Agreement between the Company and the PuertoRico Ports Authority (the "Authority")dated October24, 1988, as amended by the Stipulation of SettlementdatedJune26, 1991, and the LeaseAgreementdated January4, 1994 betweenthe Company andtheAuthority, both ofwhich were clarified and/oramended bytheEstipulaci6ndatedNovember 30, 2000, bythe Resoluci6n issued bythe CommonwealthofPuerto RicoDistrictCourtdatedNovember29, 200l, bythe decisionoftheCommonwealth ofPuertoRico AppellateCourtdatedApril 22, 2002, and by theAgreementwiththe AuthoritydatedMay 13, 2004 fortheperiodfrom inceptionofeachoftheLease Agreements to July 31, 2009. The Company's management is responsible for the Schedules. This agreed-upon procedures engagementwas conducted in accordance with attestation standards established bythe AmericanInstituteofCertifiedPublicAccountants. The sufficiencyoftheseprocedures is solely the responsibility ofthose parties specified in this report. Consequently, we make no representation regardingthesufficiencyoftheprocedures described inAppendixI eitherforthepurposeforwhichthis reporthasbeenrequestedorfor anyotherpurpose. We were not engaged to and did not conduct an examination, the objective ofwhich would be the expression ofan opinion on the accompanying Schedules. Accordingly, we do not express such an opinion. Had we performed additional procedures, othermatters mighthave come to our attention that wouldhavebeenreportedtoyou. Thisreportis intended solelyforthe information and useofmanagementoftheCompanyandthe Board ofDirectors and ma11:!lgement ofthe Puerto RicoP-OrtsAuthority andFirstbankPuerto Rico,·Inc. and is notintendedtobeandshouldnotbeusedbyanyoneotherthanthesespecifiedparties.

October 14,2009 StampNo. 2459843 affixedtooriginal.

CondominioElCentroll,500MunozRiveraAve. Ste. 30l,.SanJuan,PR00918-3315 Tel. (787)296-0389 • Fax (787)296-0390 • http:/www.rsa-cpa.corn

### CARIBBEAN AIRPORT FACILITIES, INC. APPENDIX I**AGREED~PONPROCEDURES** 1. We were provided with copies ofthe lease agreements between the Company and the Authority dated October 24, 1988, January 4, 1994 and May 13, 2004, as well as with copies ofthe Stipulation of Settlement dated June 26, 1991 presented iri the US District Court for the District ofPuerto Rico, the Estipulaci6n datedNovember30, 2000 andpresented inthe CommonwealthofPuertoRico'sTribunal de Primera Instancia, Sala Superior de Carolina, the Resoluci6n dated November 29, 2001 issued by the Commonwealth ofPuerto Rico's Tribunal de Primera Instancia, Sala Superior de Carolina and the decision issued bythe Commonwealth ofPuerto Rico's Appellate Courtdated April 22, 2002. Weread all such documents, in particular provisions related to rental charges and credits. It is the Company's management'sopinion,basedontheadviceoflegalcounsel, thatthe May 13, 2004leaseagreementwith the Authority is in force, with its applicability commencing June I, 2004. It is also management's opinion, based on the advice oflegal counsel, that the Stipulation ofSettlement dated June 26, 1991 eliminates the expiration of the credits after the first ten (IO) year of the October 24, 1988 lease agreement. 2. Wewereprovided withtheaccompanyingSchedulesI(RentandCreditsCalculation,CAFIContract), IA (PercentageRentCalculation,CAF IContract),II (RentandCreditsCalculation,CAFII Contract), IIA (Percent Rent Calculation, CAF II Contract) all for the period from inception ofthe related Lease Agreementto July 31, 2009. We were alsoprovidedwith ScheduleIII(ContractedRates, CAF I and II Contracts). Weprovedthemathematicalaccuracyofallapplicablecolumnsinthefirstfour Schedules(I, I-A, IIandII-A). Wealso comparedtheinformationcontainedinScheduleIIItotheapplicableArticles inthe 1988, 1994and2004LeaseAgreementsandfound itinagreement. 3. InconnectionwithScheduleIwe:

a. ComparedthecommencementdateofrentwithArticle2ofthe 1988LeaseAgreementandfound itinagreement. b. ComparedtheareausedforcalculatingbasicrenttoArticle28 ofthe2004 LeaseAgreementand found it in agreement. Itis management'sopinion, based onthe advice oflegalcounsel, thatas there have been controversies with the Authority regarding square footage, the largestagreed upon amount should be tised since inception ofthe lease. Accordingly, the lower amount of leased square feet contained in the original 1988 Lease Agreement has been disregarded for purposesofthiscalculation.

c. Comparedthemonthlyratepersquarefootusedincalculatingbasicrenttothedeterminedratein Schedule III for the applicable period and found them in agreement. In connection with this procedure wecomparedtheyearlyrates presented in Schedule

### III used tocalculate the monthly rates to the 1988 and 2004 Lease Agreements for all periods presented and found them in agreement. We also proved the mathematical accuracy ofthe conversion from rate per square footperyeartoratepersquarefootpermonthaspresentedin ScheduleIII. d. Compared the Rent Calculation-Percentage Rent in the Schedule to the amounts established in ScheduleI-Aandfoundtheminagreement.

-2-e. Proved the mathematical accuracy ofthe Rent Calculation-Determined Rent in the Schedule, pursuant to the Lease Agreement provision that requires Determined Rent to be the highest of BasicRentorPercentageRent(Article27inboththe 1988 and 2004 LeaseAgreements). f. From inception ofthe lease through May 2004, proved the mathematical accuracy ofCreditsAccrual for Month (Interest) by adding Basic Rent for the month and Percentage Rent for the month and comparingtheresulting amountto the sumofBasicRent forthe month and$31,276. Iftheresultofthefirst additionexceeds the resultofthe second addition, the calculated CreditsAccrual forMonth(Interest)istheresultofthesecondaddition. Iftheresultofthefirst addition is lowerthantheresultofthe secondaddition,thecalculatedCredits-AccrualforMonth(Interest) is the result ofthe first addition. This formula for determining Credits-Accrual for Month was compared to Article 28 ofthe 1988 Lease Agreement and found in agreement. In connection with this procedure, it is the Company's interpretation that the Stipulation ofSettlement dated June 26, 1991 overrides the expiration of the accrual period after the first ten (10) years. Accordingly, accrualofcreditsisreportedascontinuingafterFebruaryof1999and is deemedby the Companyto have no expiration during the term ofthe LeaseAgreement. EffectiveJune I, 2004 (deemed effective date ofthe May 13, 2004 Lease Agreement), a one-time credit of $10,100,000, representing the agreed total investment in the CAF I premises, is added. This amount was compared to Article 28 ofthe 2004 Lease Agreement and found in agreement. Commencingthatsamemonth,theCredits-AccrualfortheMonth (Interest)amountiscalculated bymultiplying9.5%times$10,100,000anddividingtheresultingamountbytwelve(12)months. We proved the mathematical accuracy ofthis calculation and comparedthe methodology ofthe calculationtothe2004LeaseAgreementandfoundtheminagreement. g. For amounts under the Credits-Used in Month column, compared the amounts therein to the lower ofthe amounts under the Rent Calculation-Determined Rent column and the CreditsAccrualforMonth(Interest)columnand foundtheminagreement. h. Provedthemathematical accuracyofthecolumn Credits-AvailableEndingby addingamountsin the Credits-Available Beginning column to amounts in the Credits-Accrual for Month column andsubtractingamountsintheCredits-UsedinMonthcolumn.

1. Compared amounts in the Credits-Available Ending column to the Credits-Available Beginning columnofthe followingmonthandfoundtheminagreement. j. ProvedthemathematicalaccuracyofamountsundertheRentduePRP A forthe·Monthby adding amounts undertheCredits-AvailableBeginningto amounts undertheCredits-Accrualfor Month (Interest) column and comparingthe resulting amountto the amount underthe Credits-Used in Month for the applicable month. Ifthe amount under Credits-Used in Month exceeds the resulting amountofthepreviouslymentioned addition, theresulting differencewill be presented in the column Rent due PRPA for the Month. Ifthe amount under Credits-Used in Month is lower than the resulting amount ofthe previously mentioned addition, the amount under the columnRentduePRP AfortheMonthshouldbezero.

-3

-·connectionwith ScheduleI-Awe:

a. Compared the monthly revenues reported for each sublet entity to monthly certifications of revenues submitted to the Company by the sublet orrevenues per the general ledger when the subletis arelated entity, and found them inagreement. InthecaseofCaribbeanAirline Services ("CAS"), an affiliate, monthly revenues presented in Schedule 1-A from September 1988 to Februazy 

### 1996 are average monthly revenues for the related fiscal year. We proved the mathematical accuracy ofsuch monthlyaverage amountby dividingrevenues for the applicable fiscal yearbytwelve (12). We also compared total revenues fortherelated fiscal yearto audited financial statementsandfound them in agreement. Thefollowingcertificationsfrom subletswere not available for us to compare the reported amount ofrevenues to the amount presented in Schedule 1-A: Sublet Month Year SkyCatering May 

### 1999 Swisport November 

### 1997 Swissport January 

### 1998 Swissport May 

### 1998 Swisport July 

### 1998 Swisport February 

### 1999 Swisport Jrme 

### 2000 lvyport Jrme 

### 2004 Ivyport November 

### 2004 lvyport December 

### 2004 Ivyport February 

### 2005 lvyport April 

### 2005 SkyCatering Jrme 

### 2005 GasStation August 

### 2005 GasStation September 

### 2005 SkyCatering October 

### 2005 CargoForces February 

### 2006 CargoForces May 

### 2006 CargoForcesandGasStation Jrme 

### 2006 GasStation AilgUSt 

### 2006 GasStation September 

### 2006 CargoForcesandGas Station November 

### 2006 CargoForcesandGas Station December 

### 2006 GasStation Janlli!!Y. 

### 2007 CargoForces FebftU!!Y 

### 2007 CargoForces March 

### 2007 GasStation January 

### 2008 GasStation February 

### 2008 b. InthecaseofmonthlyrevenuespresentedforIvyportLogistical Services,Inc.("Ivyport")forthe months from June 2004 through September 2005, the information was compiled by the Company's management based upon monthly invoices submitted to it by Ivyport. We were informedbymanagementthatbecauseoflitigationmattersbetweentheparties, Ivyportrefusedto submit the required monthly revenues certification. We compared the reported revenues to hardcopiesofthemanagementpreparedschedulesandfoundthemin agreement. -4-.... c. Provedthemathematical accuracyofthecalculated rent forthetypesofservicespresented in the Schedulebymakingreferencetotherates, bytypeofservice,containedinArticle2 7oftheLease Agreementdated October24, 1988. The rates have not been amended by anyofthe subsequent documentsexamined. d. Proved the mathematical accuracy ofthe column labeled Total Percentage Rent by adding Percentage Rent for Ramp and Terminal services, Percentage Rent for Meals services and PercentageRentfor Fuel services. 5. InconnectionwithScheduleII we:

a. ComparedthecommencementdateofrentwithArticle2ofthe 1994LeaseAgreementandfound itinagreement. b. From inception through May2004, provedthemathematical accuracy ofthe amounts underthe Rent Calculation-Footprint column by adding 360,048 square feet, representing the square footage ofconstructed buildings in the leased premises, as stated in an independent appraisal performed by Gonzalo Ferrer, dated February I, 2008, to 50% of 1,378,738 square feet, representing parking footprint, which was calculated by subtracting the square footage of constructed buildings above from total leased square footage as stipulated in Article 27 ofthe 2004LeaseAgreement.. The formula forthe RentCalculationwascomparedtoArticle27ofthe 1994LeaseAgreementandfound in agreement, theconstructed squarefootage was comparedto the independent appraisal and found in agreement, and the total leased square footage was compared to Article 27 ofthe 2004 Lease Agreement and found in agreement. Because of uncertainties in the square footage ofthe leased area, management has opted to use the most recent agreed upon (with the Authority) or independently determined measurements since inceptionofthislease. CommencingJune2004,thesquarefootageused in theRentCalculationFootprint column was changed to 1,738,786. We compared this total square footage, and the formula for Rent Calculation, to Article 27 ofthe 2004 Lease Agreement and found thein in agreement.

c. Comparedthemonthlyratepersquarefootusedin calculatingbasicrentto thedeterminedratein Schedule III for the applicable period and found them in agreement. In connection with this procedure we comparedtheyearlyratespresented in Schedule

### III used to calculatethe monthly rates toboththe 1994 and 2004 Lease Agreements for all periods presented and found them in agreement. Thecontractedrateshavenotbeenamendedsincethe inceptiono(thelease. Wealso provedthemathematical accuracyoftheconversionfromratepersquarefootperyeartorateper squarefootpermonthaspresentedinScheduleill. d. Proved the mathematical accuracy ofthe Area Rentcolumn by multiplying the amounts in the RentCalculation-FootprintcolumntotheamountsintheRentCalculation-Ratecolumn.

e. Compared the Rent Calculation-Percentage Rent in the Schedule to the amounts established in Schedulell-Aandfoundthem in agreement. f. Proved the mathematical accuracy ofthe Rent Calculation-Determined Rent in the Schedule, pursuant to the Lease Agreement provision thatrequires Determined Rent to be the highest of BasicRentorPercentageRent(Article27in boththe I994 and2004LeaseAgreements).

-5-

### g. Compared the amount in the column Credits-Beginning Maximum Allowed column for the month ofJune I

### 995 to Article 28 ofboth the I

### 994 and 2004 LeaseAgreementsand found it in agreement_ For subsequent months, compared the amount therein presented to the amount calculated under the column Credits-Ending Maximum Allowed for the preceding month and found them inagreement. h. Provedthe mathematical accuracy ofamounts underthe Credits-Interestcolumn by multiplying $25,000,000 times 9.5% anddividingtheresultingamountbytwelve(12)months. 

### Inconnection withthis procedure,wecomparedthe $25,000,000and 9.5% itemstoArticle28ofboththe 1994 and2004 LeaseAgreementsandfoundthem

### inagreement.

1. 

### Compared 1:he amounts under the Credits-Used in Month column to amounts under the Rent Calculation-DeterminedRent column and found them in agreement. Theformula to determine creditsused 

### wascomparedto Article28 ofboththe 1994and 2004LeaseAgreementsandfound inagreement. J. 

### Proved the mathematical accuracy ofamount underthe Credits-Ending Maximum Allowed by addingamountsin the Credits-BeginningMaximumAllowedcolumnto amounts intheCreditsInterestcolunmandthensubtractingamountsundertheCredits-UsedinMonthcolumn. k. Provedthe mathematicalaccuracyofamountsundertheRentduePRPAfortheMonthbyadding amounts underthe Credits-Beginning Maximum Allowed to amountsunder the Credits-Interest columnand comparingtheresulting amountto the amountunderthe Credits-Used inMonth for theapplicable month. Ifthe amountunderCredits-Used in Month exceedstheresulting amount ofthe previously mentioned addition, the resulting difference will be presented in the column Rent due PRPAfor the Month. Ifthe amount under Credits-Used in Month is lowerthan the resulting amount ofthe previously mentioned addition, the amountunder the column Rent due PRPAforthe Monthshould bezero. 6. Inconnectionwith ScheduleII-Awe:

a. Compared the monthly revenues reported for each sublet entity.to monthly certifications of revenues submittedto the Companybythe subletand found them in

### agreement. Thefollowing certifications fromsubletswerenot available forus to comparethereported amountofrevenues totheamount: presentedin

### ScheduleII-A: Sublet 

### Month Year 

### GNID November 

### 2005 

### GNID December 

### 2005 

### GMD October 

### 2007 GMD andDelta August 

### 2008 b. Provedthemathematicalaccuracyofthecalculatedrentforthetypesofservicespresented in

### the Scheduleby 

### makingreferencetotherates,bytypeofservice,contained in

### Article27 oftheLease Agreement datedJanuary4, 1994. Therates have not been amended by anyofthe subsequent documentsexamined.

c. Proved the mathematical accuracy ofthe column labeled Total Percentage Rent by adding Percentage Rent for Ramp and Terminal services, Percentage Rent for Meals services and PercentageRentforFuelservices.

-6-Area Rent Month Footprint 

### I Rate 

### I Dec-09 1,738,798 0.006 Jan-10 1,738,798 0.096 Feb-10 1,738,798 0.096 Mar-10 1,738,798 0.096 Apr-10 1,738,798 0.096 May-10 1,738,798 0.096 Jun-10 1,738,798**0.09~** Jul-10 1,738,798 0.096 Aug-10 1,738,798 0.096 Sep-10 1,738,798 0.096 Oct-10 1,738,798 0.096 Nov-10 1,738,798 0.096 Dec-10 1,738,798 0.096 Jan-11 1,738,798 0.096 Feb-11 1,738,798 0.096 Mar-11 1,738,798 0.096 Apr-11 1,738,798 0.096 May-11 1,738,798 0.096 Jun-11 1,738,798 0.096 Jul-11 1,738,798 0.096 Aug-11 1,738,798 0.096 Sep-11 1,738,798 0.096 Oct-11 1,738,798 0.096 Nov-11 1,738,798 0.096

NOTEA: CaribbeanAirport Facilities, Inc. Rentand Credits Calculation CAF II Contract From Inception of Lease to November30, 2011

Rent Calculation 

### I Percentage 

# I Determined Beginning Maximum

# I Amount 

### I Rent Rent Allowed

166,634.82 3,091.30 166,634.82 40,663,097.40 166,634.82 2,816.55 166,634.82 40,694,379.25 166,634.82 2,869.05 166,634.82 40,725,661.10 166,634.82 3,033.55 166,634.82 40,756,942.95 166,634.82 2,902.30 166,634.82 40,788,224.80 166,634.82 3,206.80 166,634.82 40,819,506.65 166,634.82 3,121.05 166,634.82 40,850,788.50 166,634.82 1,876.80 166,634.82 40,882,070.35 166,634.82 2,071.05 166,634.82 40,913,352.20 166,634.82 2,632.17 166,634.82 40,944,634.05 166,634.82 2,493.36 166,634.82 40,975,915.90 166,634.82 2,556.83 166,634.82 41,007,197.75 166,634.82 2,051.80 166,634.82 41,038,479.60 166,634.82 1,873.30 166,634.82 41,069,761.46 166,634.82 1,785.80 166,634.82 41,101,043.31 166,634.82 2,050.05 166,634.82 41,132,325.16 166,634.82 1,875.05 166,634.82 41,163,607.01 166,634.82 1,784.05 166,634.82 41'194,888.86 166,634.82 1,959.05 166,634.82 41,226,170.71 166,634.82 1,959.05 166,634.82 41,257,452.56 166,634.82 1,696.55 166,634.82 41,288,734.41 166,634.82 1,696.55 166,634.82 41,320,016.26 166,634.82 2,060.55 166,634.82 41,351,298.11 166,634.82 1,871.55 166,634.82 41,382,579.96 $ 22,773,638.19 $i 143,972:29 $ 22,773,638.19

Total leased area obtaind from May 13, 2004Agreement between PRPA and CAF, June 2004. Area for rent calculation priorto June 2004 is computed as follows: Built area perGonzalo Ferrerappraisal dated February 1, 2008 360,048.00 50% of remaining leased area per 1994 agreement, assumed to

be for parking space. Total lease area assumed·to be that in 2004Agreement 689,369.04 Credits Interest 

# I 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67Area Rent Month Footprint 

### I Rate 

### I Jan-07 1,738,786 0.096 Feb-07 1,738,786 0.096 Mar-07 1,738,786 0.096 Apr-07 1,738,786 0.096 May-07 1,738,786 0.096 Jun-07 1,738,786 0.096 Jul-07 1,738,786 0.096 Aug-07 1,738,786 0.096 Sep-07 1,738,786 0.096 Oct-07 1,738,786 0.096 Nov-07 1,738,786 0.096 Dec-07 1,738,786 0.096 Jan-08 1,738,786 0.096 Feb-08 1,738,786 0.096 Mar-08 1,738,786 0.096 Apr-08 1,738,786 0.096 May-08 1,738,786 0.096 Jun-08 1,738,786 0.096 Jul-08 1,738,786 0.096 Aug-08 1,738,786 0.096 Sep-08 1,738,786 0.096 Oct-08 1,738,786 0.096 Nov-08 1,738,786 0.096 Dec-08 1,738,786 0.096 Jan-09 1,738,787 0.096 Feb-09 1,738,788 0.096 Mar-09 1,738,789 0.096 Apr-09 1,738,790 0.096 May-09 1,738,791 0.096 Jun-09 1,738,792 0.096 Jul-09 1,738,793 0.096 Aug-09 1,738,794 0.096 Sep-09 1,738,795 0.096 Oct-09 1,738,796 0.096 Nov-09 1,738,797 0.096 Caribbean Airport Facilities, Inc. Rentand Credits Calculation CAF II Contract From Inception ofLeaseto November30, 2011

Rent Calculation 

### I Percentage

# l Determined Beginning Maximum

# I Amount 

### I Rent Rent Allowed

166,633.67 1,986.00 166,633.67 39,568,198.71 166,633.67 1,269.00 166,633.67 39,599,481.71 166,633.67 1,608.00 166,633.67 39,630,764.71 166,633.67 1,243.50 166,633.67 39,662,047.71 166,633.67 940.50 166,633.67 39,693,330.71 166,633.67 937.50 166,633.67 39,724,613.71 166,633.67 843.00 166,633.67 39,755,896.71 166,633.67 1,101.00 166,633.67 39,787,179.71 166,633.67 924.00 166,633.67 39,818,462.71 166,633.67 1,150.50 166,633.67 39,849,745.71 166,633.67 1,146.00 166,633.67 39,881,028.71 166,633.67 1,282.50 166,633.67 39,912,311.72 166,633.67 1,149.00 166,633.67 39,943,594.72 166,633.67 1,105.50 166,633.67 39,974,877.72 166,633.67 1,095.00 166,633.67 40,006,160.72 166,633.67 981.00 166,633.67 40,037,443.72 166,633.67 937.50 166,633.67 40,068,726.72 166,633.67 841.50 166,633.67 40,100,009.72 166,633.67 942.00 166,633.67 40,131,292.72 166,633.67 1,352.43 166,633.67 40,162,575.72 166,633.67 1,307.40 166,633.67 40,193,858.72 166,633.67 1,511.40 166,633.67 40,225,141.72 166,633.67 1,729.80 166,633.67 40,256,424.72 166,633.67 2,088.55 166,633.67 40,287,707.72 166,633.76 1,997.55 166,633.76 40,318,990.72 166,633.86 1,820.80 166,633.86 40,350,273.63 166,633.95 2,088.55 166,633.95 40,381,556.43 166,634.05 1,908.30 166,634.05 40,412,839.15 166,634.15 1,820.80 166,634.15 40,444,121.76 166,634.24 1,999.30 166,634.24 40,475,404.29 166,634.34 2,088.55 166,634.34 40,506,686.71 166,634.43 2,597.80 166,634.43 40,537,969.04 166,634.53 3,072.05 166,634.53 40,569,251.27 166,634.62 3,334.55 166,634.62 40,600,533.41 166,634.72 2,730.80 166,634.72 40,631,815.45 Credits Interest 

# J 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67Area Rent Month Footprint 

### I Rate 

### I Feb-04 1,049,417 0.080 Mar-04 1,049,417 0.080 Apr-04 1,049,417 0.080 May-04 1,049,417 0.080 Jun-04 1,738,786 0.080 Jul-04 1,738,786 0.080 Aug-04 1,738,786 0.080 Sep-04 1,738,786 0.080 Oct-04 1,738,786 0.080 Nov-04 1,738,786 0.080 Dec-04 1,738,786 0.080 Jan-05 1,738,786 0.080 Feb-05 1,738,786 0.080 Mar-05 1,738,786 0.080 Apr-05 1,738,786 0.080 May-05 1,738,786 0.080 Jun-05 1,738,786 0.080 Jul-05 1,738,786 0.080 Aug-05 1,738,786 0.080 Sep-05 1,738,786 0.080 Oct-05 1,738,786 0.080 Nov-05 1,738,786 0.080 Dec-05 1,738,786 0.080 Jan-06 1,738,786 0.080 Feb-06 1,738,786 0.080 Mar-06 1,738,786 0.080 Apr-06 1,738,786 0.080 May-06 1,738,786 0.080 Jun-06 1,738,786 0.096 Jul-06 1,738,786 0.096 Aug-06 1,738,786 0.096 Sep-06 1,738,786 0.096 Oct-06 1,738,786 0.096 Nov-06 1,738,786 0.096 Dec-06 1,738,786 0.096 Caribbean Airport Facilities, Inc. Rent and Credits Calculation CAF II Contract From Inception ofLease to November30, 2011

Rent Calculation 

### I Percentage 

# I Determined Beginning Maximum

# I Amount 

### l Rent Rent Allowed

83,953.36 83,953.36 37,481,833.77 83,953.36 83,953.36 37,595,797.08 83,953.36 83,953.36 37,709,760.38 83,953.36 83,953.36 37,823,723.68 139,102.89 139,102.89 37,937,686.99 139,102.89 139,102.89 37,996,500.77 139,102.89 139,102.89 38,055,314.55 139,102.89 139,102.89 38,114,128.33 139,102.89 139,102.89 38,172,942.11 139,102.89 139,102.89 38,231,755.89 139,102.89 139,102.89 38,290,569.67 139,102.89 139,102.89 38,349,383.45 139,102.89 139,102.89 38,408,197.23 139,102.89 139,102.89 38,467,011.01 139,102.89 139,102.89 38,525,824.79 139,102.89 139,102.89 38,584,638.57 139,102.89 139,102.89 38,643,452.35 139,102.89 139,102.89 38,702,266.13 139,102.89 139,102.89 38,761,079.91 139,102.89 139,102.89 38,819,893.69 139,102.89 139,102.89 38,878,707.47 139,102.89 2,784.00 139,102.89 38,937,521.25 139,102.89 2,210.00 139,102.89 38,996,335.03 139,102.89 2,000.00 139,102.89 39,055,148.81 139,102.89 2,000.00 139,102.89 39,113,962.59 139,102.89 2,367.50 139,102.89 39,172,776.37 139,102.89 3,697.50 139,102.89 39,231,590.15 139,102.89 3,592.50 139,102.89 39,290,403.93 166,633.67 3,470.00 166,633.67 39,349,217.71 166,633.67 2,038.50 166,633.67 39,380,500.71 166,633.67 2,210.00 166,633.67 39,411,783.71 166,633.67 1,839.00 166,633.67 39,443,066.71 166,633.67 1,515.00 166,633.67 39,474,349.71 166,633.67 1,891.50 166,633.67 39,505,632.71 166,633.67 2,091.00 166,633.67 39,536,915.71 Credits Interest 

# T 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 1 197,916.67 1 197,916.67 1 197,916.67 1 197,916.67 1 197,916.67 1 197,916.67 1 197,916.67 1 197,916.67 1 197,916.67 1 197,916.67 1 197,916.67 1 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67Area Rent Month Footprint 

### I Rate 

### I Mar-01 1,049.417 0.072 Apr-01 1,049,417 0.072 May-01 1,049,417 0.072 Jun-01 1:o49,417 0.080 Jul-01 1,049,417 0.080 Aug-01 1,049,417 0.080 Sep-01 1,049,417 0.080 Oct-01 1,049,417 0.080 Nov-01 1,049,417 0.080 Dec-01 1,049,417 0.080 Jan-02 1,049,417 0.080 Feb-02 1,049,417 0.080 Mar-02 1,049,417 0.080 Apr-02 1,049,417 0.080 May-02 1,049,417 0.080 Jun-02 1,049,417 0.080 Jul-02 1,049,417 0.080 Aug-02 1,049,417 0.080 Sep-02 1,049,417 0.080 Oct-02 1,049,417 0.080 Nov-02 1,049,417 0.080 Dec-02 1,049,417 0.080 Jan-03 1,049,417 0.080 Feb-03 1,049,417 0.080 Mar-03 1,049,417 0.080 Apr-03 1,049,417 0.080 May-03 1,049,417 0.080 Jun-03 1,049,417 0.080 Jul-03 1,049,417 0.080 Aug-03 1,049,417 0.080 Sep-03 1,049,417 0.080 Oct-03 1,049,417 0.080 Nov-03 1,049,417 0.080 Dec-03 1,049,417 0.080 Jan-04 1,049,417 0.080 Caribbean AirportFacilities, Inc. Rentand Credits Calculation CAF II Contract From Inception ofLease to November30, 2011

Rent Calculation' 

### 1 Percentage 

# I Determined Beginning Maximum

# I Amount 

### I Rent Rent Allowed

75,208.22 75,208.22 33,466,882.73 75,208.22 75,208.22 33,589,591.18 75,208.22 75,208.22 33,712,299.62 83,953.36 83,953.36 33,835,008.07 83,953.36 83,953.36 33,948,971.37 83,953.36 83,953.36 34,062,934.67 83,953.36 83,953.36 34,176,897.98 83,953.36 83,953.36 34,290,861.28 83,953.36 83,953.36 34,404,824.58 83,953.36 83,953.36 34,518,787.89 83,953.36 83,953.36 34,632,751.19 83,953.36 83,953.36 34,746,714.49 83,953.36 83,953.36 34,860,677.80 83,953.36 83,953.36 34,974,641.10 83,953.36 83,953.36 35,088,604.40 83,953.36 83,953.36 35,202,567.71 83,953.36 83,953.36 35,316,531.01 83,953.36 83,953.36 35,430,494.31 83,953.36 83,953.36 35,544,457.62 83,953.36 83,953.36 35,658,420.92 83,953.36 83,953.36 35,772,384.22 83,953.36 83,953.36 35,886,347.53 83,953.36 83,953.36 36,000,310.83 83,953.36 83,953.36 36,114,274.13 83,953.36 83,953.36 36,228,237.44 83,953.36 83,953.36 36,342,200.74 83,953.36 83,953.36 36,456,164.04 83,953.36 83,953.36 36,570,127.35 83,953.36 83,953.36 36,684,090.65 83,953.36 83,953.36 36,798,053.95 83,953.36 83,953.36 36,912,017.26 83,953.36 83,953.36 37,025,980.56 83,953.36 83,953.36 37,139,943.86 83,953.36 83,953.36 37,253,907.17 83,953.36 83,953.36 37,367,870.47 Credits Interest 

# I 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67CaribbeanAirport Facilities, Inc. Rentand Credits Calculation CAF II Contract From Inception of Lease to November30, 2011

Rent Calculation Credits Area Rent Percentage Determined Beginning Maximum Interest Month Footprint Rate Amount Rent Rent Allowed Apr-98 1,049,417 0.072 75,208.22 75,208.22 29,172,087.14 197,916.67 May-98 1,049,417 0.072 75,208.22 75,208.22 29,294,795.59 197,916.67 Jun-98 1,049,417 0.072 75,208.22 75,208.22 29.417,504.03 197,916.67 Jul-98 1,049.417 0.072 75,208.22 75,208.22 29,540,212.48 197,916.67 Aug-98 1,049.417 0.072 75,208.22 75,208.22 29,662,920.92 197,916.67 Sep-98 1,049,417 0.072 75,208.22 75,208.22 29,785,629.37 197,916.67 Oct-98 1,049,417 0.072 75,208.22 75,208.22 29,908,337.81 197,916.67 Nov-98 1,049.417 0.072 75,208.22 75,208.22 30,031,046.26 197,916.67 Dec-98 1,049.417 0.072 75,208.22 75,208.22 30,153,754.71 197,916.67 Jan-99 1,049.417 0.072 75,208.22 75,208.22 30,276.463.15 197,916.67 Feb-99 1,049.417 0.072 75,208.22 75,208.22 30,399,171.60 197,916.67 Mar-99 1,049.417 0.072 75,208.22 75,208.22 30,521,880.04 197,916.67 Apr-99 1,049,417 0.072 75,208.22 75,208.22 30,644,588.49 197,916.67 May-99 1,049.417 0.072 75,208.22 75,208.22 30,767,296.93 197,916.67 Jun-99 1,049,417 0.072 75,208.22 75,208.22 30,890,005.38 197,916.67 Jul-99 1,049.417 0.072 75,208.22 75,208.22 31,012,713.82 197,916.67 Aug-99 1,049,417 0.072 75,208.22 75,208.22 31,135,422.27 197,916.67 Sep-99 1,049,417 0.072 75,208.22 75,208.22 31,258,130.71 197,916.67 Oct-99 1,049.417 0.072 75,208.22 75,208.22 31,380,839.16 197,916.67 Nov-99 1,049.417 0.072 75,208.22 75,208.22 31,503,547.60 197,916.67 Dec-99 1,049,417 0.072 75,208.22 75,208.22 31,626,256.05 197,916.67 Jan-00 1,049,417 0.072 75,208.22 75,208.22 31,748,964.50 197,916.67 Feb-00 1,049.417 0.072 75,208.22 75,208.22 31,871,672.94 197,916.67 Mar-00 1,049.417 0.072 75,208.22 75,208.22 31,994,381.39 197,916.67 Apr-00 1,049.417 0.072 75,208.22 75,208.22 32,117,089.83 197,916.67 May-00 1,049,417 0.072 75,208.22 75,208.22 32,239,798.28 197,916.67 Jun-00 1,049,417 0.072 75,208.22 75,208.22 32,362,506.72 197,916.67 Jul-00 1,049.417 0.072 75,208.22 75,208.22 32,485,215.17 197,916.67 Aug-00 1,049.417 0.072 75,208.22 75,208.22 32,607,923.61 197,916.67 Sep-00 1,049,417 0.072 75,208.22 75,208.22 32,730,632.06 197,916.67 Oct-00 1,049,417 0.072 75,208.22 75,208.22 32,853,340.50 197,916.67 Nov-00 1,049.417 0.072 75,208.22 75,208.22 32,976,048.95 197,916.67 Dec-00 1,049.417 0.072 75,208.22 75,208.22 33,098,757.39 197,916.67 Jan-01 1,049.417 0.072 75,208.22 75,208.22 33,221,465.84 197,916.67 Feb-01 1,049.417 0.072 75,208.22 75,208.22 33,344,174.28 197,916.67Area Rent Month Footprint 

### I Rate 

### I A Jun-95 1,049,417 $ 0.072 $ Jul-95 1,049,417 0.072 Aug-95 1,049,417 0.072 Sep-95 1,049,417 0.072 Oct-95 1,049,417 0.072 Nov-95 1,049,417 0.072 Dec-95 1,049,417 0.072 Jan-96 1,049,417 0.072 Feb-96 1,049,417 0.072 Mar-96 1,049,417 0.072 Apr-96 1,049,417 0.072 May-96 1,049,417 0.072 Jun-96 1,049,417 0.072 Jul-96 1,049,417 0.072 Aug-96 1,049,417 0.072 Sep-96 1,049,417 0.072 Oct-96 1,049,417 0.072 Nov-96 1,049,417 0.072 Dec-96 1,049,417 0.072 Jan-97 1,049,417 0.072 Feb-97 1,049,417 0.072 Mar-97 1,049,417 0.072 Apr-97 1,049,417 0.072 May-97 1,049,417 0.072 Jun-97 1,049,417 0.072 Jul-97 1,049,417 0.072 Aug-97 1,049,417 0.072 Sep-97 1,049,417 0.072 Oct-97 1,049,417 0.072 Nov-97 1,049,417 0.072 Dec-97 1,049,417 0.072 Jan-98 1,049,417 0.072 Feb-98 1,049,417 0.072 Mar-98 1,049,417 0.072 Caribbean Airport Facilities, Inc. Rent and Credits Calculation CAF II Contract From Inception ofLeaseto November30, 2011

Rent Calculation 

### I Percentage

# I Determined Beginning Maximum

# I Amount 

### I Rent Rent Allowed

75,208.22 $ $ 75,208.22 $ 25,000,000.00 75,208.22 75,208.22 25,122,708.45 75,208.22 75,208.22 25,245,416.89 75,208.22 75,208.22 25,368,125.34 75,208.22 75,208.22 25,490,833.78 75,208.22 75,208.22 25,613,542.23 75,208.22 75,208.22 25,736,250.67 75,208.22 75,208.22 25,858,959.12 75,208.22 75,208.22 25,981,667.56 75,208.22 75,208.22 26,104,376.01 75,208.22 75,208.22 26,227,084.45 75,208.22 75,208.22 26,349,792.90 75,208.22 75,208.22 26,472,501.34 75,208.22 75,208.22 26,595,209.79 75,208.22 75,208.22 26,717,918.24 75,208.22 75,208.22 26,840,626.68 75,208.22 75,208.22 26,963,335.13 75,208.22 75,208.22 27,086,043.57 75,208.22 75,208.22 27,208,752.02 75,208.22 75,208.22 27,331,460.46 75,208.22 75,208.22 27,454,168.91 75,208.22 75,208.22 27,576,877.35 75,208.22 75,208.22 27,699,585.80 75,208.22 75,208.22 27,822,294.24 75,208.22 75,208.22 27,945,002.69 75,208.22 75,208.22 28,067,711.13 75,208.22 75,208.22 28,190,419.58 75,208.22 75,208.22 28,313,128.02 75,208.22 75,208.22 28,435,836.47 75,208.22 75,208.22 28,558,544.92 75,208.22 75,208.22 28,681,253.36 75,208.22 75,208.22 28,803,961.81 75,208.22 75,208.22 28,926,670.25 75,208.22 75,208.22 29,049,378.70 Credits Interest 

# I
$ 197,916.67

197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67 197,916.67Basic Rent Month Area 

### I Rate 

### I Jan-10 919,871 0.096 Feb-10 919,871 0.096 Mar-10 919,871 0.096 Apr-10 919,871 0.096 May-10 919,871 0.096 Jun-10 919,871 0.096 Jul-10 919,871 0.096 Aug-10 919,871 0.096 Sep-10 919,871 0.096 Oct-10 919,871 0.096 Nov-10 919,871 0.096 Dec-10 919,871 0.096 Jan-11 919,871 0.096 Feb-11 919,871 0.096 Mar-11 919,871 0.096 Apr-11 919,871 0.096 May-11 919,871 0.096 Jun-11 919,871 0.096 Jul-11 919,871 0.096 Aug-11 919,871 0.096 Sep-11 919,871 0.096 Oct-11 919,871 0.096 Nov-11 919,871 0.096 CaribbeanAirport Facilities, Inc. Rentand Credits Calculation CAF IContract From Inception ofLeaseto November30, 2011

Rent Calculation Credits 

### l Percentage 

# l Determined Available 

# I Accrual for Month

# I Amount 

### I Reht Rent Beginning (Interest)

88,154.35 89,999.52 89,999.52 9,768,379.83 79,958.33 88,154.35 76',352.25 88,154.35 9,758,338.65 79,958.33 88,154.35 90,567.26 90,567.26 9,750,142.63 79,958.33 88,154.35 81,536.43 88,154.35 9,739,533.71 79,958.33 88,154.35 77,706.98 88,154.35 9,731,337.69 79,958.33 88,154.35 82;827.61 88,154.35 9,723,141.68 79,958.33 88,154.35 86A98.31 88,154.35 9,714,945.67 79,958.33 88,154.35 77,200,69 88,154.35 9,706,749.65 79,958.33 88,154.35 55,259.38 88,154.35 9,698,553.64 79,958.33 88,154.35 55;385.51 88,154.35 9,690,357.63 79,958.33 88,154.35 54,052.01 88,154.35 9,682,161.61 79,958.33 88,154.35 63;670.01 88,154.35 9,673,965.60 79,958.33 88,154.35 68,063.80 88,154.35 9,665,769.58 79,958.33 88,154.35 60;035.15 88,154.35 9,657,573.57 79,958.33 88,154.35 68;402.74 88,154.35 9,649,377.56 79,958.33 88,154.35**58~883.27** 88,154.35 9,641,181.54 79,958.33 88,154.35 53,425.61 88,154.35 9,632,985.53 79,958.33 88,154.35**62~207.68** 88,154.35 9,624,789.51 79,958.33 88,154.35 64;886.20 88,154.35 9,616,593.50 79,958.33 88,154.35 56,585.53 88,154.35 9,608,397.49 79,958.33 88,154.35 46i860.45 88,154.35 9,600,201.47 79,958.33 88,154.35 49;877.46 88,154.35 9,592,005.46 79,958.33 51 86 88 154.35 9,583,809.44 79,958.33 l

8 8 9 8 8 8 8 8 8 8 8 8 8 

### a. 8< 8: 81 81 81 81 81 81 81CaribbeanAirportFacilities, Inc. Rentand Credits Calculation CAF I Contract From Inception ofLease to November30, 2011

Rent Calculation Percentage Determined Available Accrual for Month Month Area Amount Rent Rent Beginning (Interest) May-07 919,871 0.096 88,154.35 141 1 ,217.91 141,217.91 10,692,922.28 79,958.33 1.<1 Jun-07 919,871 0.096 88,154.35 143:,145.29 143,145.29 10,631,662.71 79,958.33 1.<1 Jul-07 919,871 0.096 88,154.35 162',930.79 162,930.79 10,568,475.75 79,958.33 1E Aug-07 919,871 0.096 88,154.35 145,526.16 145,526.16 10,485,503.30 79,958.33 14 Sep-07 919,871 0.096 88i154.35 115,900.92 115,900.92 10,419,935.48 79,958.33 11 Oct-07 919,871 0.096 88,154.35 115,344.58 115,344.58 10,383,992.89 79,958.33 11 Nov-07 919,871 0.096 88,154.35 117,448.95 117,448.95 10,348,606.65 79,958.33 11 Dec-07 919,871 0.096 88,154.35 123,415.16 123,415.16 10,311,116.03 79,958.33 12 Jan-08 919,871 0.096 88,154.35 124,905.17 124,905.17 10,267,659.20 79,958.33 12 Feb-08 919,871 0.096 88,154.35 123,721.29 123,721.29 10,222,712.37 79,958.33 12 Mar-08 919,871 0.096 88,154.35 146',715.46 146,715.46 10,178,949.41 79,958.33 14 Apr-08 919,871 0.096 88,154.35 105;649.22 105,649.22 10,112,192.29 79,958.33 10 May-08 919,871 0.096 88,154.35 120,327.76 120,327.76 10,086,501.40 79,958.33 12 Jun-08 919,871 0.096 88,154.35 127',432.77 127,432.77 10,046,131.97 79,958.33 12 Jul-08 919,871 0.096 88,154.35 136;900.39 136,900.39 9,998,657.53 79,958.33 13 Aug-08 919,871 0.096 88,154.35 118,873.72 118,873.72 9,941,715.48 79,958.33 11 Sep-08 919,871 0.096 88,154.35 61;135.60 88,154.35 9,902,800.10 79,958.33 8 Oct-08 919,871 0.096 88,154.35 59,443.48 88,154.35 9,894,604.09 79,958.33 8 Nov-08 919,871 0.096 88,154.35 70,250.18 88,154.35 9,886,408.07 79,958.33 8 Dec-08 919,871 0.096 88,154.35 76;543.94 88,154.35 9,87a,212.06 79,958.33 8 Jan-09 919,871 0.096 88,154.35 82:,155.47 8a,154.35 9,870,016.04 79,958.33 a: Feb-09 919,871 0.096 88,154.35 73:,417.99 88,154.35 9,861,820.03 79,958.33 a: Mar-09 919,871 0.096 88,154.35 83:,555.86 88,154.35 9,853,624.02 79,958.33 8: Apr-09 919,871 0.096 88,154.35 80;393.75 88,154.35 9,845,428.00 79,958.33 81 May-09 919,871 0.096 88,154.35 73,487.33 88,154.35 9,837,231.99 79,958.33 81 Jun-09 919,a71 0.096 a8,154.35 79,969.95 aa,154.35 9,829,035.98 79,958.33 81 Jul-09 919,871 0.096 88,154.35 91,438.40 91,438.40 9,820,839.96 79,958.33 9' Aug-09 919,871 0.096 88,154.35 83,391.46 88,154.35 9,809,359.90 79,958.33 81 Sep-09 919,871 0.096 88,154.35 64:,673.19 88,154.35 9,801'163.88 79,958.33 81 Oct-09 919,871 0.096 88,154.35 61,433.09 88,154.35 9,792,967.a7 79,958.33 81 Nov-09 919,871 0.096 88,154.35 71;870.27 88,154.35 9,784,771.86 79,958.33 81 Dec-09 919,871 0.096 88,154.35 87,133.09 88,154.35 9,776,575.84 79,958.33 8!CaribbeanAirport Facilities, Inc. Rentand Credits Calculation CAF I Contract From Inception ofLeaseto November30, 2011

Rent Calculation Credits Percentage Determined Available Accrual for Month 

### u Month Area Amount Rent Rent Beginning (Interest) Sep-04 919,871 0.096 88,154.35 65:274.03 88,154.35 11,722,127.30 79,958.33 BE Oct-04 919,871 0.096 88,154.35 68;576.35 B8,154.35 11'713,931.29 79,95B.33 BE Nov-04 919,871 0.096 BB,154.35 91i766.5B 91 ,766.5B 11,705,735.27 79,95B.33 91 Dec-04 919,B71 0.096 BB,154.35 aa;810.23 B8,B10.23 11,693,927.03 79,95B.33 BE Jan-05 919,871 0.096 BB,154.35 97,025.B4 97,025.84 11,685,075.13 79,95B.33 97 Feb-05 919,B71 0.096 88,154.35 B2;623.00 BB,154.35 11,66B,007.63 79,95B.33 Be Mar-05 919,B71 0.096 B8,154.35 96;983.84 96,983.84 11,659,811.61 79,958.33 9€ Apr-05 919,871 0.096 88,154.35 70,856.05 BB,154.35 11,642,786.11 79,958.33 B8 May-05 919,871 0.096 BB,154.35 73i0B7.98 BB,154.35 11,634,590.10 79,958.33 8B Jun-05 919,871 0.096 BB,154.35 73;,596.46 BB,154.35 11 ,626,394.0B 79,958.33 8B Jul-05 919,871 0.096 B8,154.35 79,514.44 BB,154.35 11,61B,19B.07 79,95B.33 BB Aug-05 919,871 0.096 88,154.35 73;372.64 8B,154.35 11,610,002.06 79,958.33 BB Sep-05 919,B71 0.096 BB,154.35 57',091.B7 BB,154.35 11,601,B06.04 79,95B.33 BB Oct-05 919,B71 0.096 BB,154.35 34;437.50 BB,154.35 11,593,610.03 79,95B.33 BB Nov-05 919,B71 0.096 B8,154.35 36i887.B5 88,154.35 11,585,414.01 79,958.33 BB Dec-05 919,B71 0.096 BB,154.35 9B\9B6.54 9B,9B6.54 11,577,21B.OO 79,95B.33 9B Jan-06 919,B71 0.096 BB,154.35 139i211.10 139,211.10 11,55B,1B9.80 79,95B.33 139 Feb-06 919,B71 0.096 B8,154.35 120:685.63 120,685.63 11,498,937.03 79,958.33 120 Mar-06 919,871 0.096 88,154.35 132(650.99 132,650.99 11,458,209.74 79,95B.33 132 Apr-06 919,B71 0.096 BB,154.35 132:694.54 132,694.54 11,405,517.08 79,95B.33 132. May-06 919,871 0.096 88,154.35 140;314.44 140,314.44 11 ,352,780.B7 79,95B.33 140, Jun-06 919,871 0.096 88,154.35 140i679.06 140,679.06 11,292,424.77 79,95B.33 140, Jul-06 919,871 0.096 B8,154.35 156:750.92 156,750.92 11,231,704.05 79,958.33 156, Aug-06 919,871 0.096 B8,154.35 156:,859.46 156,859.46 11,154,911.46 79,958.33 156, Sep-06 919,871 0.096 88,154.35 10B:618.93 108,618.93 11,078,010.34 79,958.33 108, Oct-06 919,871 0.096 8B,154.35 10B:948.55 108,948.55 11,049,349.74 79,95B.33 108, Nov-06 919,871 0.096 B8,154.35 11B,472.76 11B,472.76 11 ,020,359.52 79,958.33 11B, Dec-06 919,871 0.096 B8,154.35 130:825.43 130,825.43 10,981,845.09 79,95B.33 130, Jan-07 919,B71 0.096 8B,154.35 143;755.43 143,755.43 10,930,977.99 79,95B.33 143, Feb-07 919,871 0.096 B8,154.35 116;877.92 116,877.92 10,867,1B0.89 79,95B.33 116, Mar-07 919,B71 0.096 B8,154.35 152;765.94 152,765.94 1O,B30,261.31 79,95B.33 152, Apr-07 919,B71 0.096 BB,154.35 144,4B9.75 144,489.75 10,757,453.70 79,958.33 144,Basic Rent Month Area 

### I Rate 

### ·1
Jan-02 919,871 0.096 Feb-02 919,871 0.096 Mar-02 919,871 0.096 Apr-02 919,871 0.096 May-02 919,871 0.096 Jun-02 919,871 0.096 Jul-02 919,871 0.096 Aug-02 919,871 0.096 Sep-02 919,871 0.096 Oct-02 919,871 0.096 Nov-02 919,871 0.096 Dec-02 919,871 0.096 Jan-03 919,871 0.096 Feb-03 919,871 0.096 Mar-03 919,871 0.096 Apr-03 919,871 0.096 May-03 919,871 0.096 Jun-03 919,871 0.096 Jul-03 919,871 0.096 Aug-03 919,871 0.096 Sep-03 919,871 0.096 Oct-03 919,871 0.096 Nov-03 919,871 0.096 Dec-03 919,871 0.096 Jan-04 919,871 0.096 Feb-04 919,871 0.096 Mar-04 919,871 0.096 Apr-04 919,871 0.096 May-04 919,871 0.096 Jun-04 919,871 0.096 Jul-04 919,871 0.096 Aug-04 919,871 0.096 CaribbeanAirport Facilities, Inc. Rentand Credits Calculation CAF IContract From Inception ofLease to November30, 2011

Rent Calculation Credits 

### J Percentage 

# I Determined Available 

# I Accrual for Month

# I Amount 

### I Rent Rent Beginning (Interest)

88,154.35 120,836.68 120,836.68 949,581.11 119,430.35 88,154.35**112~676.73** 112,676.73 948,174.78 119,430.35 88,154.35 1231,924.38 123,924.38 954,928.40 119,430.35 88,154.35 102;628.57 102,628.57 950,434.37 119,430.35 88,154.35 92\747.41 92,747.41 967,236.14 119,430.35 88,154.35 921,969.62 92,969.62 993,919.08 119,430.35 88,154.35**100~316.88** 100,316.88 1,020,379.81 119,430.35 88,154.35 92\020.60 92,020.60 1,039,493.27. 119,430.35 88,154.35 67,820.64 88,154.35 1,066,903.02 119,430.35 88,154.35 72i057.42 88,154.35 1,098,179.02 119,430.35 88,154.35**79~062.36** 88,154.35 1,129,455.02 119,430.35 88,154.35 91;456.72 91,456.72 1,160,731.02 119,430.35 88,154.35 90,796.29 90,796.29 1'188,704.66 119,430.35 88,154.35 79',209.08 88,154.35 1,217,338.71 119,430.35 88,154.35 90,447.72 90,447.72 1,248,614.71 119,430.35 88,154.35 80,188.69 88,154.35 1,277,597.34 119,430.35 88,154.35 76,670.56 88,154.35 1,308,873.34 119,430.35 88,154.35 75,885.44 88,154.35 1,340,149.34 119,430.35 88,154.35 85,230.11 88,154.35 1,371,425.34 119,430.35 88,154.35 81 ;723.00 88,154.35 1,402,701.34 119,430.35 88,154.35 59;173.16 88,154.35 1,433,977.34 119,430.35 88,154.35 63,957.36 88,154.35 1,465,253.34 119,430.35 88,154.35 79';976.39 88,154.35 1,496,529.34 119,430.35 88,154.35 86;337.52 88,154.35 1,527,805.34 119,430.35 88,154.35 94!779.33 94,779.33 1,559,081.34 119,430.35 88,154.35 84!493.60 88,154.35 1,583,732.36 119,430.35 88,154.35 89;834.66 89,834.66 1,615,008.36 119,430.35 88,154.35 93!794.63 93,794.63 1,644,604.04 119,430.35 88,154.35 961881.12 96,881.12 1,670,239.76 119,430.35 88,154.35 103i919.42 103,919.42 11'792,788.99 79,958.33 88,154.35 107:174.83 107,174.83 11,768,827.90 79,958.33 88,154.35 99;442.43 99,442.43 11,741,611.40 79,958.33 L

I 12 1 11: 12: 10:

9: 9: 10(

9: 8f 

### BE 

### BE 91 9( 8E 9C 88 88 88 88 88 88 88 88 88 94 88 89 93 96 103, 107, 99,CaribbeanAirport Facilities, Inc. Rentand Credits Calculation CAF IContract From Inception ofLeaseto November30, 2011

Rent Calculation Credits Percentage Determined Available Accrual for Month Month Area Rent Rent Beginning (Interest) May-99 919,871 0.080 73,589.72 113,610.70 113,610.70 1,326,088.73 104,865.72 11 Jun-99 919,871 0.080 73,589.72 110,518.31 110,518.31 1,317,343.74 104,865.72 11 Jul-99 919,871 0.080 73,589.72 125,132.45 125,132.45 1,311,691.15 104,865.72 12 Aug-99 919,871 0.080 73,589.72 107,842.30 107,842.30 1,291,424.42 104,865.72 10 Sep-99 919,871 0.096 88,154.35 93,029.84 93,029.84 1,288,447.84 119,430.35 9 Oct-99 919,871 0.096 88,154.35 105,937.16 105,937.16 1,314,848.35 119,430.35 10 Nov-99 919,871 0.096 88,154.35 136,880.85 136,880.85 1,328,341.53 119,430.35 13 Dec-99 919,871 0.096 88,154.35 136,045.11 136,045.11 1,310,891.03 119,430.35 13 Jan-00 919,871 0.096 88,154.35 145,661.84 145,661.84 1,294,276.27 119,430.35 14 Feb-00 919,871 0.096 88,154.35 133,121.22 133,121.22 1,268,044.77 119,430.35 13 Mar-00 919,871 0.096 88,154.35 144,156.27 144,156.27 1,254,353.90 119,430.35 14· Apr-00 919,871 0.096 88,154.35 153',231.57 153,231.57 1,229,627.97 119,430.35 15: May-00 919,871 0.096 88,154.35 128,472.88 128,472.88 1,195,826.75 119,430.35 121 Jun-00 919,871 0.096 88,154.35 132,586.01 132,586.01 1,186,784.22 119,430.35 13: Jul-00 919,871 0.096 88,154.35 137,722.40 137,722.40 1,173,628.56 119,430.35 13' Aug-00 919,871 0.096 88,154.35 124,468.50 124,468.50 1,155,336.51 119,430.35 12• Sep-00 919,871 0.096 88,154.35 113,031.30 113,031.30 1,150,298.36 119,430.35 11: Oct-00 919,871 0.096 88,154.35 121,044.93 121,044.93 1,156,697.41 119,430.35 12' Nov-00 919,871 0.096 88,154.35 132,708.85 132,708.85 1'155,082.82 119,430.35 

### 13: Dec-00 919,871 0.096 88,154.35 155,850.98 155,850.98 1,141,804.32 119,430.35 151 Jan-01 919,871 0.096 88,154.35 155,482.90 155,482.90 1'105,383.69 119,430.35 151 Feb-01 919,871 0.096 88,154.35 156,206.94 156,206.94 1,069,331.14 119,430.35 15E Mar-01 919,871 0.096 88,154.35 175,610.35 175,610.35 1,032,554.55 119,430.35 17E Apr-01 919,871 0.096 88,154.35 166,558.47 166,558.47 976,374.55 119,430.35 16E May-01 919,871 0.096 88,154.35 138,970.33 138,970.33 929,246.42 119,430.35 13E Jun-01 919,B71 0.096 88,154.35 144,141.86 144,141.B6 909,706.44 119,430.35 14<: Jul-01 919,B71 0.096 B8,154.35 140,409.46 140,409.46 B84,994.93 119,430.35 14( Aug-01 919,871 0.096 88,154.35 124,494.73 124,494.73 864,015.82 119,430.35 12<1 Sep-01 919,871 0.096 88,154.35 79,996.80 8B,154.35 858,951.44 119,430.35 BE Oct-01 919,B71 0.096 88,154.35 76,431.73 BB,154.35 B90,227.44 119,430.35 BE Nov-01 919,871 0.096 88,154.35 94,819.10 94,819.10 921,503.44 119,430.35 94 Dec-01 919,871 0.096 88,154.35 115,963.92 115,963.92 946,114.69 119,430.35 115CaribbeanAirport Facilities, Inc. Rentand Credits Calculation CAF IContract From Inception ofLeaseto November30, 2011

Rent Calculation Credits Percehtage Determined Available Accrual forMonth Month Area Amount Rent Rent Beginning (Interest) Sep-96 919,871 0.080 73,589.72 55,034.78 73,589.72 939,382.68 104,865.72 7 Oct-96 919,871 0.080 73,589.72 65,161.88 73,589.72 970,658.68 104,865.72 7 Nov-96 919,871 0.080 73,589.72 75,954.71 75,954.71 1,001,934.68 104,865.72 7 Dec-96 919,871 0.080 73,589.72 96,065.10 96,065.10 1,030,845.68 104,865.72 9 Jan-97 919,871 0.080 73,589.72 94,864.88 94,864.88 1,039,646.30 104,865.72 9 Feb-97 919,871 0.080 73,589.72 88,,355.30 88,355.30 1,049,647.14 104,865.72 8 Mar-97 919,871 0.080 73,589.72 95,060.64 95,060.64 1,066,157.55 104,865.72 9 Apr-97 919,871 0.080 73,589.72 94,067.80 94,067.80 1,075,962.62 104,865.72 g. May-97 919,871 0.080 73,589.72 90.,734.24 90,734.24 1,086,760.54 104,865.72 91 Jun-97 919,871 0.080 73,589.72 93,461.80 93,461.80 1'100,892.01 104,865.72 9: Jul-97 919,871 0.080 73,589.72 107,549.98 107,549.98 1,112,295.93 104,865.72 1

### o· Aug-97 919,871 0.080 73,589.72 101;,568.07 101,568.07 1,109,611.66 104,865.72 1

### o· Sep-97 919,871 0.080 73,589.72 73,654.98 73,654.98 1,112,909.30 104,865.72 7: Oct-97 919,871 0.080 73,589.72 83,131.06 83,131.06 1,144,120.04 104,865.72 

## a: Nov-97 919,871 0.080 73,589.72 99,244.19 99,244.19 1'165,854.69 104,865.72 9£ Dec-97 919,871 0.080 73,589.72 103,735.64 103,735.64 1,171,476.21 104,865.72 10: Jan-98 919,871 0.080 73,589.72 108,103.93 108,103.93 1,172,606.29 104,865.72 10E Feb-98 919,871 0.080 73,589.72 84,606.82 84,606.82 1,169,368.08 104,865.72 8.<1 Mar-98 919,871 0.080 73,589.72 9t,645.09 91,645.09 1,189,626.97 104,865.72 91 Apr-98 919,871 0.080 73,589.72 85,880.97 85,880.97 1,202,847.60 104,865.72 

### BE May-98 919,871 0.080 73,589.72 86,691.61 86,691.61 1,221,832.36 104,865.72 8e Jun-98 919,871 0.080 73,589.72 86,047.04 86,047.04 1,240,006.46 104,865.72 86 Jul-98 919,871 0.080 73,589.72 25,461.60 73,589.72 1,258,825.14 99,051.32 73 Aug-98 919,871 0.080 73,589.72 M,479.10 84,479.10 1,284,286.75 104,865.72 84 Sep-98 919,871 0.080 73,589.72 65,677.71 73,589.72 1,304,673.36 104,865.72 73 Oct-98 919,871 0.080 73,589.72 89,927.95 89,927.95 1,335,949.36 104,865.72 89 Nov-98 919,871 0.080 73,589.72 92,532.63 92,532.63 1,350,887.12 104,865.72 92 Dec-98 919,871 0.080 73,589.72 1 04',345.03 104,345.03 1,363,220.21 104,865.72 104 Jan-99 919,871 0.080 73,589.72 114,743.81 114,743.81 1,363,740.90 104,865.72 114 Feb-99 919,871 0.080 73,589.72 106,463.09 106,463.09 1,353,862.80 104,865.72 106 Mar-99 919,871 0.080 73,589.72 117,138.41 117,138.41 1,352,265.43 104,865.72 117 Apr-99 919,871 0.080 73,589.72 118,769.72 118,769.72 1,339,992.74 104,865.72 118Month Area 

### I Jan-94 919,871 Feb-94 919,871 Mar-94 919,871 Apr-94 919,871 May-94 919,871 Jun-94 919,871 Jul-94 919,871 Aug-94 919,871 Sep-94 919,871 Oct-94 919,871 Nov-94 919,871 Dec-94 919,871 Jan-95 919,871 Feb-95 919,871 Mar-95 919,871 Apr-95 919,871 May-95 919,871 Jun-95 919,871 Jul-95 919,871 Aug-95 919,871 Sep-95 919,871 Oct-95 919,871 Nov-95 919,871 Dec-95 919,871 Jan-96 919,871 Feb-96 919,871 Mar-96 919,871 Apr-96 919,871 May-96 919,871 Jun-96 919,871 Jul-96 919,871 Aug-96 919,871 Caribbean Airport Facilities, Inc. Rentand Credits Calculation CAF IContract From Inception ofLease to November30, 2011

Rent Calculation Credits Basic Rent · 

### I Percentage 

# I Determined Available 

# I Accrualfor Month

# I Rate 

### I Amount 

### I Rent Rent Beginning (Interest) 0.067 61,324.76 10,501.12 61,324.76 484,632.94 71,825.88 0.067 61,324.76 10,501.12 61,324.76 495,134.06 71,825.88 0.067 61,324.76 10,778.65 61,324.76 505,635.19 72,103.42 0.067 61,324.76 1q,778.65 61,324.76 516,413.84 72,103.42 0.067 61,324.76 10,778.65 61 ,324.76 527,192.49 72,103.42 0.067 61,324.76 10,778.65 61,324.76 537,971.15 72,103.42 0.067 61,324.76 10,778.65 61,324.76 548,749.80 72,103.42 0.067 61,324.76 10,778.65 61,324.76 559,528.45 72,103.42 0.080 73,589.72 10,778.65 73,589.72 570,307.11 84,368.37 0.080 73,589.72 10,778.65 73,589.72 581,085.76 84,368.37 0.080 73,589.72 10,778.65 73,589.72 591,864.41 84,368.37 0.080 73,589.72 10,778.65 73,589.72 602,643.07 84,368.37 0.080 73,589.72 1d,778.65 73,589.72 613,421.72 84,368.37 0.080 73,589.72 10,778.65 73,589.72 624,200.37 84,368.37 0.080 73,589.72 12,455.50 73,589.72 634,979.03 86,045.22 0.080 73,589.72 12,455.50 73,589.72 647,434.53 86,045.22 0.080 73,589.72**1~,455.50** 73,589.72 659,890.03 86,045.22 0.080 73,589.72 12,455.50 73,589.72 672,345.54 86,045.22 0.080 73,589.72 12,455.50 73,589.72 684,801.04 86,045.22 0.080 73,589.72 12,455.50 73,589.72 697,256.54 86,045.22 0.080 73,589.72 12,455.50 73,589.72 709,712.05 86,045.22 0.080 73,589.72 12,455.50 73,589,72 722,167.55 86,045.22 0.080 73,589.72 12,455.50 73,589.72 734,623.05 86,045.22 0.080 73,589.72 12,,455.50 73,589.72 747,078.56 86,045.22 0.080 73,589.72 89,860.63 89,860.63 759,534.06 104,865.72 0.080 73,589.72 79,795.41 79,795.41 774,539.15 104,865.72 0.080 73,589.72 9d,536.29 90,536.29 799,609.45 104,865.72 0.080 73,589.72 80,486.75 80,486.75 813,938.88 104,865.72 0.080 73,589.72 7t,332.68 73,589.72 838,317.84 104,865.72 0.080 73,589.72 80,666.10 80,666.10 869,593.84 104,865.72 0.080 73,589.72 87,515.97 87,515.97 893,793.45 104,865.72 0.080 73,589.72 76,626.24 76,626.24 911,143.20 104,865.72 f E E E E E 6 6 7 7 7 7 7 7 7: 7: 7: 7: 7:**7~ 7~** **7~ 7~**  72 8£ 7£ 90 80 73 80 87 76Basic Rent Month Area 

### I Rate 

### I May-91 919,871 0.067 Jun-91 919,871 0.067 Jul-91 919,871 0.067 Aug-91 919,871 0.067

.. Sep-91 919,871 0.067 Oct-91 919,871 0.067 Nov-91 919,871 0.067 Dec-91 919,871 0.067 Jan-92 919,871 0.067 Feb-92 919,871 0.067 Mar-92 919,871 0.067 Apr-92 919,871 0.067 May-92 919,871 0.067 Jun-92 919,871 0.067 Jul-92 919,871 0.067 Aug-92 919,871 0.067 Sep-92 919,871 0.067 Oct-92 919,871 0.067 Nov-92 919,871 0.067 Dec-92 919,871 0.067 Jan-93 919,871 0.067 Feb-93 919,871 0.067 Mar-93 919,871 0.067 Apr-93 919,871 0.067 May-93 919,871 0.067 Jun-93 919,871 0.067 Jul-93 919,871 0.067 Aug-93 919,871 0.067 Sep-93 919,871 0.067 Oct-93 919,871 0.067 Nov-93 919,871 0.067 Dec-93 919,871 0.067 Caribbean Airport Facilities, Inc. Rentand Credits Calculation CAF IContract From Inception ofLease to November30, 2011

Rent Calculation Credits 

### I Percentage 

# I Determined Available 

# I Accrual for Month

# 1 Amount 

### I Rent Rent Beginning (Interest)

61,324.76 5,436.60 61,324.76 220,494.53 66,761.37 61,324.76 5,436.60 61,324.76 225,931.14 66,761.37 61,324.76 5,436.60 61,324.76 231,367.74 66,761.37 61,324.76 5,436.60 61,324.76 236,804.34 66,761.37 61,324.76 5,436.60 61,324.76 242,240.95 66,761.37 61,324.76 5,436.60 61,324.76 247,677.55 66,761.37 61,324.76 5,436.60 61,324.76 253,114.15 66,761.37 61,324.76 5,436.60 61,324.76 258,550.76 66,761.37 61,324.76 5,436.60 61,324.76 263,987.36 66,761.37 61,324.76 5,436.60 61,324.76 269,423.96 66,761.37 61,324.76 8,730.10 61,324.76 274,860.57 70,054.86 61,324.76 8,730.10 61,324.76 283,590.66 70,054.86 61,324.76 8,730.10 61,324.76 292,320.76 70,054.86 61,324.76 8,730.10 61,324.76 301,050.86 70,054.86 61,324.76 8,730.10 61,324.76 309,780.96 70,054.86 61,324.76 8,730.10 61,324.76 318,511.05 70,054.86 61,324.76 8,730.10 61,324.76 327,241.15 70,054.86 61,324.76 8,730.10 61,324.76 335,971.25 70,054.86 61,324.76 8,730.10 61,324.76 344,701.35 70,054.86 61,324.76 8.,730.10 61,324.76 353,431.44 70,054.86 61,324.76 8,730.10 61,324.76 362,161.54 70,054.86 61,324.76 8,730.10 61,324.76 370,891.64 70,054.86 61,324.76 10,501.12 61,324.76 379,621.74 71,825.88 61,324.76 10,501.12 61,324.76 390,122.86 71,825.88 61,324.76 10,501.12 61,324.76 400,623.98 71,825.88. 61,324.76 10,501.12 61,324.76 411'125.10 71,825.88 61,324.76 10,501.12 61,324.76 421,626.22 71,825.88 61,324.76 10,501.12 61,324.76 432,127.34 71,825.88 61,324.76 10,501.12 61,324.76 442,628.46 71,825.88 61,324.76 10,501.12 61,324.76 453,129.58 71,825.88 61,324.76 10,501.12 61,324.76 463,630.70 71,825.88 61,324.76 10,501.12 61,324.76 474,131.82 71,825.88 l

6 6 6 6 6 6 6 6· 6' 6· 6' 6' 6'**6~.** 61 61 61 61 61 61 61 61 61 61 61 61 61 61 61 61 61 61Basic Rent Month Area 

### I Rate 

### I Sep-88 919,871 $0.067 $ Oct-88 919,871 0.067 Nov-88 919,871 0.067**Dec~88** 919,871 0.067 Jan-89 919,871 0.067 Feb-89 919,871 0.067 Mar-89 919,871 0.067 Apr-89 919,871 0.067 May-89 919,871 0.067 Jun-89 919,871 0.067 Jul-89 919,871 0.067 Aug-89 919,871 0.067 Sep-89 919,871 0.067 Oct-89 919,871 0.067 Nov-89 919,871 0.067 Dec-89 919,871 0.067 Jan-90 919,871 0.067 Feb-90 919,871 0.067 Mar-90 919,871 0.067 Apr-90 919,871 0.067 May-90 919,871 0.067 Jun-90 919,871 0.067 Jul-90 919,871 0.067 Aug-90 919,871 0.067 Sep-90 919,871 0.067 Oct-90 919,871 0.067 Nov-90 919,871 0.067 Dec-90 919,871 0.067 Jan-91 919,871 0.067 Feb-91 919,871 0.067 Mar-91 919,871 0.067 Apr-91 919,871 0.067 Caribbean Airport Facilities, Inc. Rentand Credits Calculation CAF IContract From Inception ofLease to November30, 2011

Rent Calculation Credits 

### I Percentage 

# I Determined Available 

# I Accrual for Month

# I Amount 

### I Rent Rent Beginning (Interest)

61,324.76 $ 4,909.88 $ 61,324.76 $ $ 66,234.65 61,324.76 4',909.88 61,324.76 4,909.88 66,234.65 61,324.76 4,909.88 61,324.76 9,819.76 66,234.65 61,324.76 4,909.88 61,324.76 14,729.65 66,234.65 61,324.76 4,909.88 61,324.76 19,639.53 66,234.65 61,324.76 4',909.88 61,324.76 24,549.41 66,234.65 61,324.76 8',223.75 61,324.76 29,459.30 69,548.52 61,324.76 8,223.75 61,324.76 37,683.05 69,548.52 61,324.76 8,223.75 61,324.76 45,906.80 69,548.52 61,324.76 8,223.75 61,324.76 54,130.55 69,548.52 61,324.76 8',223.75 61,324.76 62,354.31 69,548.52 61,324.76 8,223.75 61,324.76 70,578.06 69,548.52 61,324.76 8,223.75 61,324.76 78,801.81 69,548.52 61,324.76 8,223.75 61,324.76 87,025.56 69,548.52 61,324.76 8•,223.75 61,324.76 95,249.32 69,548.52 61,324.76 8,223.75 61,324.76 103,473.07 69,548.52 61,324.76**8~223.75** 61,324.76 111,696.82 69,548.52 61,324.76 8;223.75 61,324.76 119,920.57 69,548.52 61,324.76 6;789.75 61,324.76 128,144.33 68,114.51 61,324.76 6,789.75 61,324.76 134,934.08 68,114.51 61,324.76**6~789;75** 61,324.76 141,723.83 68,114.51 61,324.76 6;789.75 61,324.76 148,513.58 68,114.51 61,324.76 6;789.75 61,324.76 155,303.33 68,114.51 61,324.76 6;789.75 61,324.76 162,093.08 68,114.51 61,324.76 6;789.75 61,324.76 168,882.83 68,114.51 61,324.76 6;789.75 61,324.76 175,672.58 68,114.51 61,324.76 6:789.75 61,324.76 182,462.33 68,114.51 61,324.76 6:789.75 61,324.76 189,252.08 68,114.51 61,324.76 6!789.75 61,324.76 196,041.83 68,114.51 61,324.76 6i789.75 61,324.76 202,831.58 68,114.51 61,324.76 5;436.60 61,324.76 209,621.33 66,761.37 61,324.76 5,436.60 61,324.76 215,057.93 66,761.37 $E E E € 6 6 6 6 6 6 6 6 6 6 6' 6· 6' 6' 6' 61 61 61 61 61 61 61 61 61 61 61 61 61