### UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY Washington, D.C. AER LINGUS GROUP Pic., etal.,


### v. LOS ANGELES WORLD AIRPORTS, eta/. Docket No. OST-2007-28118

RESPONDENTS' MOTION FOR DISMISSAL WITH PREJUDICE OF THE TBIT AIRLINES' COMPLAINT

DATED: September 4, 2013

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### StevenS. Rosenthal J.D. Taliaferro KAYE SCHOLER LLP 

### 901 Fifteenth Street, NW Washington, DC 20005 Phone (202) 682-3500 Fax: (202) 682-3580 email: srosenthal@kayescholer.com jtaliaferro@kayescholer.com Michael Feuer Los Angeles City Attorney Raymond S. Ilgunas General Counsel, Los Angeles World Airports Tamami Yamaguchi Deputy City Attorney LOS ANGELES CITY ATTORNEY'S OFFICE 

### Los Angeles World Airports One World Way Los Angeles, CA 90045 Phone: (424) 646-5010 Counsel for Respondents

### Los Angeles World Airports 1 

### ("LAWA'') 

### hereby moves the Department of Transportation ("DOT") for dismissal with prejudice of the claims of 22 Foreign Air Carriers ("TBIT Airlines") who on April 30, 2007 filed a "Joint Complaint In Opposition
to New Terminal Charges at Los Angeles International Airport," which DOT docketed at DOT-OST-2007-281182• 

### By virtue ofsigning a new rates agreement with LAWA, 20 of the 22 TBIT Airlines have consented to dismissal oftheir claims in this case. One ofthe remaining TBIT Airlines, Aer Lingus Group, plc, ceased operations at Los Angeles International Airport ("LAX") in 2008 and received a cash settlement in August 2009 that fully and finally resolved its dispute with LAWA over terminal rents. The remaining
TBIT Airline, Compafiia Mexicana de Aviaci6n, S.A. de C.V., was a party to a "Partial Settlement Agreement" with LAWA regarding the new terminal charges at LAX, filed for bankruptcy in Mexico and the United States on or about August 3, 2010 and suspended operations at LAX on or about August 28, 2010. In other words, all TBIT Airlines still operating at LAX have signed a new rates agreement with LAWA. Therefore, with the granting of this motion, this proceeding will come to an end. In support ofits motion, LAWA states the following:

1 

### Respondents in this case are LAWA, the Los Angeles Board of Airport Commissioners ("BOAC"), and the City Of Los Angeles, California ("City"). As used herein, LAWA refers to all Respondents 2 

### The 22 TBIT Airlines are Aer Lingus Group plc; Air Pacific; Air Tahiti Nui; All Nippon Airways Co., Ltd.; Asiana Airlines, Inc.; British Airways Plc; Cathay Pacific Airways Limited; China Airlines, Ltd.; China Eastern Airlines; Compafiia Mexicana de Aviaci6n, S.A. de C.V.; Deutsche-Lufthansa AG; El Al Israel Airlines Ltd.; EVA Airways Corp.; Japan Airlines International Co., Ltd.; Korean Air Lines Co., Ltd.; LAN Airlines S.A.; Lan Peru, S.A.; Philippine Airlines, Inc.; QANTAS Airways Limited; Singapore Airlines Limited; Swiss International Air Lines Ltd.; and Thai Airways International Public Co., Ltd.

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### BACKGROUND AND REQUEST FOR RELIEF 

### On April 30, 2007, the 22 TBIT Airlines filed a "Joint Complaint In Opposition to New Terminal Charges at Los Angeles International Airport." LAWA answered this Complaint on May 9, 2007. The parties' thereafter filed several procedural motions and requests for disposition which were pending before DOT when, on or about July 24, 2008, the TBIT Airlines and LAWA entered a "Partial Settlement Agreement," and on October 31, 2008, the TBIT Airlines and LAWA filed a "Joint Motion to Stay Proceedings." The Joint Motion to Stay requested that DOT "stay proceedings in this

case until the earlier of (i) the date [the Parties] jointly agree to apply to release the stay, and (ii) 45 days after issuance of a final, non-appealable decision in the LAX III proceedings." See DocketNo. 67 in DOT-OST-2007-28118. Beginning in 2008, the TBIT Airlines and LAWA began an extended period of discussions regarding airport-wide rates and charges issues, and on September 17, 2012 BOAC adopted three resolutions related to airport-wide rates and charges issues:
1. 

### Resolution 24912, which approved a new methodology for establishing rates and charges at LAX; 2. Resolution 24913, which approved Revision No.5 to the LAX Tariff; and 3. Resolution 24914, which authorized the LAWA Executive Director to enter

new binding rate agreements with LAX. On December 2012, LAWA entered new rate agreement with 20 ofthe 22 TBIT Airlines. See Exhibit A (attached hereto)3

. 

### Importantly, the new rate agreements include the following clauses, inter alia

3 

### In order to avoid burdening DOT with large numbers of duplicative Rate Agreements, LAWA is providing the Rate Agreement with All Nippon Airways Co. Ltd.

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### 2. Acceptance of New Rate Methodology. Airline agrees [] to pay charges for its use ofspace in the Terminals calculated in accordance with the New Rate Methodology as modified by this Agreement and acknowledges that this Agreement constitutes a written agreement with air carriers within the meaning of49 U.S.C. § 

### 47129(e)(1). See Exhibit A at 2. 12.2 IfAirline is a complainant inAer Lingus Group PLC v. LosAngeles World Airports, 

### USDOT Docket No. OST-2007-28118 ("LAX IV"), Airline acknowledges and agrees that its complaint in such proceeding before the USDOT does not now present a significant dispute within the meaning of 49 U.S.C. § 47129(c)(2) and consents to its dismissal with prejudice. See Exhibits A at 9.
Because 20 of the 22 TBIT Airlines have entered new written agreements governing their rates and charges at LAX, and because those TBIT have consented to the dismissal oftheir claims in LAXIV, 

### and because the remaining two TBIT airlines, Aer Lingus Group, plc and Compafiia Mexicana de Aviaci6n, S.A. de C.V., have ceased operations at LAX, LAWA therefore respectfully requests that DOT dismiss with prejudice the TBIT Airlines' Complaint.

as an exemplar. LAWA, of course, is willing to provide DOT with all of the Rate Agreements signed by the TBIT Airlines.

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### Dated: September 4, 2013

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### Respectfully submitted,

# ~~!a;e~

# /jJ;

J.D. Taliaferro KAYE SCHOLER LLP 

### 901 Fifteenth Street, NW Washington, DC 20005 Phone (202) 682-3500 Fax: (202) 682-3580 email: smsenthal@.kayescholer.com j

### taliaferro@kayescholer.com

Michael Feuer Los Angeles City Attorney Raymond S. Ilgunas General Counsel, Los Angeles World Airports Tamami Yamaguchi Deputy City Attorney Los Angeles City Attorney's Office One World Way Los Angeles, CA 90045 Phone: (424) 646-5010 

### Counsel for Respondents



### -4-

### CERTIFICATE OF SERVICE I, J.D. Taliaferro, hereby certify that on September 4, 2013, I caused to be served by email, a true and correct copy of the foregoing 

### RESPONDENTS' MOTION FOR DISMISSAL WITH PREJUDICE OF THE TBIT AIRLINES' , COMPLAINT on the following: Brian K. 

### McCalmon KLGATES 160 1 K Street, NW Washington, DC 20006-1600 Phone: 1.202.661.6230 brian.mccalmon@klgates.com 

### Counselfor: TBITAirlines Paul C. Jasinski General Counsel Americas James B. Blaney Senior Counsel Americas BRITISH AIRWAYS PLC 72-20 Astoria Blvd Jackson Heights, NY 11370 jim.blaney@ba.com 

### Counsel for BritishAirways Arthur J. Molins General Counsel, North America DEUTSCHE LUFTHANSA AG 1640 Hempstead Turnpike East Meadow, NY 11554 Arthur.molins@dlh.de 

### Counsel for Lufthansa

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### David A. 

### Berg, Esq. AIRLINES FOR AMERICA 1301 Pennsylvania Ave., NW Washington, DC 20004 Phone: (202) 626-4234 Fax: (202) 626-4139 dberg@airlines.org
Robert P. Silverberg, Esq. SILVERBERG, GOLDMAN & 

### BIKOFF, LLP 1101 30th Street, NW, Suite 120 Washington, DC 20007 Phone: (202) 944-3304 Fax: (202) 944-3306 rsilverberg@sgbdc.com 

### Counsel forAirlines ForAmerica Scott P. Lewis, Esq. ANDERSON & KREIGER LLP 

### One Canal Park Suite 200 Cambridge, MA 02141 Phone: (617) 621-6560 Fax: (617) 621-6660 slewis@andersonkreiger.com
Monica Hargrove Kemp, Esq. AIRPORTS COUNCIL INTERNATIONAL

-NORTH AMERICA 

### 1

775 K Street, NW Washington, DC 20006 Phone: (202) 293-8500 Fax: (202) 331-1362 mkemp@aci-na.org 

### Counsel forACI-NA

-5-

### In addition, I caused a true and correct copy of the foregoing RESPONDENTS' MOTION FOR DISMISSAL WITH PREJUDICE OF THE TBIT AIRLINES' COMPLAINT 

### to be emailed to Nancy Kessler, Esq., Office of the General Counsel, Department ofTransportation, at Nancy.Kessler@dot.gov.
In addition, I caused to be filed electronically one copy of the foregoing RESPONDENTS' MOTION FOR DISMISSAL WITH PREJUDICE OF THE TBIT AIRLINES' COMPLAINT 

### in Docket Number DOT-OST-2007-28118 in the Federal Docket Management System (FDMS) at http://www.Regulations.gov.

# J~

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# Exhibit A

### RATE AGREEMENT 

# tk This RATE AGREEJVIENT (this ''Agreement") is made and entered into as of 

# ' em/u 

# U 20{) ,by and betweenTHE CITY OF LOS A\..,GELES DEPARTJVIENT OFAIRPORTS, a municipal corporation ("City"), acting by order ofand through its Board of Airport Commissioners (the "Board"), and ?\-Lt tJ;('P.,.

### A--~\u:h'(? G

### ·,~"Airline"), Airline and City are collectively referred to as "Parties." Capitalized terms used inthis Agreement without definition shall have the meanings given to such terms in the NewRate Methodology (as defmed below).
RECITALS The Parties hereby aclmowledge and agree that their respective decisions to enter into this Agreement are premised on the following recitals:
A. City is the owner ofLos Angeles International Airport (the "Airport") and · operates the Airport for the promotion, accommodation and development ofair commerce and air transportation,
B. City has undertaken constructionprojects to refurbish and renovate certain Tenuinals at the Airport and expects to continue to inake significant investments in all the Terminals over the next ten 

### (10) years to improve and modernize the Airport and accommodate additional passengers. City and Airline desire to communicate regularly on the status ofCapital Improvements to the Tern1inals. C. Airline (i) is or will be using space in a.Terminal at the Airport pursuant to the Los Angeles International Airport PassengerTerminal Tariff(the 'Tariff") or (ii) is using space in a Terminal at the Airport pursuant to a lease and desires to have the rates and charges for its use.ofTerminal space at the Airport calculated in accordance with this Agreement.
D. The Board adopted a new methodology (the "New Rate Methodolo calculation ofrates and charges for the use ofTerminal space at the Airport**ony~llli.r.t'-~.1----'** 

### 2012, which Board-approved niles and charges methodology is attached to this Exhibit 

### A.
E. Airline understands that the NewRate Methodology was developed in anticipation offuture Terminal constructionprojects and is intended as a self-financing mechanism to recover thecosts ofconstructing, acquiring, operating and maintaining the Terminals at the Airport 

### F. City and Airline\desire predictable rates and charges for use ofAirpmt facilities. G. City and Airline desire to avoid continuing disputes about the methods used to calculate rates and charges for use ofTerminals at the Airport.

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### 1 -

### _ H. City will make this Agreement available to all Airlines that are operating at the Airport, and all Airlines that execute this Agreement will be "Sirnatory Airlines" tmder this Agreement. City will also make this Agreement available to airline consortiums thathave been formed to manage specified Terminal facilities at the Airport and have been approvedby City for this purpose, butnothing in this Agreement shall be construed to impose an obligation upon City to approve any new airline consortiums.
AGREEMENT NOW THEREFORE, in consideration oftheforegoing recitals. and for other good and valuable consideration, the receipt and sufficiency ofwhich are hereby aclmowledged, City and· Airline hereby agree as follows: 

### l. Term. Withrespect to any Airline, this Agreement shall commence on January 1, 2013 if executed by Airline and delivered to City on orbefore December 15, 2012 and otherwise shall ·commence on the first day ofthe next monthbeginning no less than sixty (60) days after · execution by Airline and delivery to City. With respect to any approved airline consortium in existence onDecember 15, 2012 ("Existing Consortium"), this Agreement shall commence on January 1, 2013 if(a) executed by the Existing Consortium and delivered to City on or before December 15,2012 and also (b) executed by individmil airline members ofsuch Existing Consortium responsible for no less than fifty percent (50%) ofthe enplanedpassengers ofall

. such consortiummembers at the Airport during fiscal year 2012 and deliveredto City.on or before December 15,2012. With respect to any airline consortium formed and approved after December 15, 2012, this Agreement shall commence on the frrst day ofthenext month

. beginning no less than sixty (60) days after execution and delivery to Cityby such consortium and one hundredpercent (1 00%) ofthe individual airline members ofsuch consortium. This Agreement shall terminate onDecember 31, 2022; provided, however, with respect to any. Existing Consortium, ifone hundred percent (100%) ofits individual airline members have not executed and delivered this Agreement to City by December 31,2013, this Agreement shall terminate on December 31, 2013.
2. Acceptance ofNewRate Methodolollv. Airline agrees that to pay charges for its use of space inthe Terminals· calculated in accordance with the New Rate Methodology as modifiedby this Agreement and aclmowledges that this Agreement constitutes a written agreement with air carriers within the meaning of49 U.S.C. 

### § 47129(e)(1).
3. No Change to NewRate Methodology. City agrees that during the Term, City shall use the NewRate Methodology as modifiedbythis Agreement to calculate Airline's rates and charges for the use ofTerminal space at the Airport under the Tariffor Airline's lease, as applicable, and City shall not subject Airline to a different rates and charges methodology for the use ofTerminal space at the Airport during the Term; provided, however, that City may modifY the NewRate Methodology in a manner generally applicable to all Terminals with the written consent ofSignatory Airlines that are then operating at the Airport. City shall give written notice and meet with the Signatory Airlinesto discuss any such proposedmodification. 

### In lieu of providing written notice to each SignatoryAirline, City mayprovide written notice to the Airline Airport Mfairs Committee ("AAAC") at the Airport. City shall provide at least thirty (30) days

-Page 2-written notice ofthe meeting andrequest the written consent ofthe Signatory Airlines to the proposed modification no less than forty-five (45) days following the meeting. Suchconsent shall be deemed to have been given ifthe modification is approved inwriting by a vote of SignatoryAirlines that collectivelypaidno.less than fifty-one percent (51%) ofthe total rates. and charges paid 1.mder the NewRate Methodology by all SignatoryAirlines during the immediately preceding fiscal year, and the Signatory Airlines voting to approve the modification paid no less than sixty-seven percent (67%) ofthe total rates and charges paid under the New Rate Methodology during the immediatelypreceding fiscal year by all. Signatory Airlines participating in the vote. An airline consortium shall not itselfparticipate in such a vote, butthe rates and charges paid by a consortium that is party to this Agreement shall becredited proportionately to anyofits members who are SignatoryAirlines andparticipate in such a vote. City and Airline aclmowledge that during the Term questions may inevitably arise about the application ofthe New Rate Methodology innew or unforeseen circumstances. They commit to work together in good faith to resolve any such questions to the satisfaction ofCity and all SignatoryAirlines inways that are consistent with the intent ofthis Agreement and inay not require anychanges to the New Rate Methodology 1.mder this Section 3.
4. Tier One Revenue Sharing. City will share the concession revenues that Cityderives from the Terminals at the Airport with all Signatory Airlines in accordance with the following formulas ("Tier One Revenue Sharing"), which reduce the otherwise-indicated Terminal Buildings Requirement and FIS Requirement calculated underthe New Rate Methodology. Airlines that are not signatories to this Agreement shall not be eligible for Tier One Revenue Sharing.
4.1. Tier One Terminal Buildings Revenue Sharing. (a) Commencing with calendar year 2014 (because the Termimil Buildings Rate for 2013 is fixed under Section 5.I ofthis Agreement), the Terminal Buildings Requirement otherwise calculated under Section 2.2.1 ofthe New Rate Methodology for any given calendar year shall be reduced by the full amount ofTier One Terminal Buildings Concession Revenue applicable to that year. The Terminal Buildings Rate (and all rates derived from it. under the New Rate Methodology) charged to all Signatory Airlines, includingAirline, shall reflect the fixed rate prescribed for 2013 by SectionS.! and, insubsequent years, the reduction inthe Terminal Buildings Requirementyielded by Tier One Revenue Sharing. (b) Forpurposes ofthis section, the following definitions shall be used: (i) "Tel1'IJinal Buildings C0Qcession Revenue" shall mean all revenue received by City from Terminal Buildings Concessions inthe immediatelypreceding Fiscal Year.

-Page 3-(ii) "Tier One Terminal Buildings Concession Revenue" shall mean fifty percent (50%) ofthe amount, ifany, ofTerminal Buildings ConcessionRevenue receivedby City in the inunediately preceding Fiscal Year that is above the Terminal Buildings ConcessionBaseline. (iii) "Terminal Buildings Concessions" means all concessions and concessions management intheTerminal Buildings at the Airport (other than Terminal4, unless and until all Airlines using Terminal 4 become subject to the New Rate Methodology) including, butnot limitedto; food and beverage, retail, telecommunications, A TMs, h1ggage carts, advertising and sponsorships, and Terminal commercial management and Terminal media operations. Terminal Building Concessions do not include FIS Concessions or parking and rental car concessions. (iv) "Terminal Buildings Concession Baseline" shall mean Sixty-Seven MillionDollars ($67,000,000) as ofJuly 1, 2011 and as subsequently adjusted as of'July 1, 2013 and as ofJuly 1 ofeach following year to reflect any changes after June30, 2011 in the consumer price index published by the Bureau ofLabor Statistics for "all urban consumers" for "all items" for the Los AngelesRiverside-Orange Cotmty Area.
4.2. Tier One FIS ConcessionRevenue Sharing. (a) Commencing with calendar year 2016 (because the FIS Rates for 2013, 2014 and 2015 are fixed under Section 6 ofthis Agreement), the Gross FIS Requirement otherwise calculated under Section 2.3.1 ofthe New Rate Methodology tor any given calendar year shall be reduced bythe full amount ofTier One FIS Concession Revenue applicable to that year. The FIS Rate charged to all Signatory Airlines, including Airline, for calendar year 201'6 and subsequent years shall reflect the reduction in the Gross FIS Requirement yielded by Tier One Concession Revenue Sharing. (b) Forpurposes ofthis section, the following definitions shall beused: (i) · "FIS Concessions" means duty free and foreign exchange

. concessions at the Airport

. FIS Concessions do not include Terminal Buildings Concessions orparking and rental car concessions. (ii) "Tier One FIS Concession Revenue" shall meantwenty-five percent (25%) ofall revenues received by City from FIS Concessions contracts in the immediatelypreceding Fiscal Year.

-Page 4-5. : Sigilatory Transitional Phase-In. City w:lll phase inthe rates and charges calculated under the New Rate Methodology for all Signatory Airlines, including Airline, byimplementing the following signatory transitional phase"in ("STP") discounts to the Terminal B{lildings Rate and all rates derived from it under the NewRate Methodology for eachofthe calendaryears 2013 through 2017:
5.1. The Terminal Buildings Rate shall be Seventy-Five Dollars ($75) for calendar year 2013 (when Tier One Revenue Sharing will not yet be in effect): 5.2. The Terminal Buildings Rate calculatedpursuant to Section 4 ofthis Agreement to reflect Tier One Revenue Sharing shall be discountedbytwenty percent (20%) f()r calendar year 2014.
5.3. The Terminal Buildings Rate calculated pursuant to Section 4 ofthis Agreement to reflect Tier One Revenue Sharing shall be discounted byfifteen percent (15%) for calendar year 2015. 5.4. The Terminal Buildings Rate calculated pursuant to Section 4 ofthis Agreement to reflect Tier One Revenue Sharing shall be discounted by ten percent (10%) for calendar year 2016.
5.5. The Terminal Buildings Rate calculated pursuant to Section 4 ofthis Agreement

. to reflect Tier One Revenue Sharing shall be discounted byfive percent (5%) for

calendar year 20 17. Illustrative calculations displaying how Tier One Revenue Sharing and the STP discounts will affectthe rates and charges otherwise calculated under the New Rate Methodology are attached to this Agreement as ExhibitB through Exhibit H.
6. FLxed Signatory FIS Rates. For three (3) years City will lower and fix the FIS Rate otherwise calculated under Section 2.3 ofthe New Rate Methodology, and all Signatory Airlines, including Airline, shall be charged the following rates for each Deplaned Internati<;mal Passenger for the period from January 1, 2013 through December 31, 2015 for the use ofthe FIS Areas: January 1, 2013 -December31, 2013: January 1, 2014- December 31, 2014: January 1, 2015 -December31, 2015: $ 8.50 

### $ 9.50 $10.50
7. Capped CommonUse Holdroom Fee. During any calendaryear, City shall

### ~ot charge any Signatory Airline, including Airline, cumulative Common Use Holdroom Fees for the use of a given Common Use Holdroom that exceed the Common Use Holdroom Cap. Forpurposes of this Section, "Common UseHoldroom Cap" means, for any given calendar year, the product of (x) the Terminal Buildings Rate calculated in accordance with this Agreement for that year and (y) the average number ofsquare feet in all Common Use Holdrooms in the Terminals. For purposes ofdetermining whether a Signatory Airline's cumulative Common Use HoldroomFees for a given Common Use Holdroom exceed the CommonUse Holdroom Cap, City shall include

-Page 5-CommonUse Holdroom Fees paid by a Signatory Airline for the use ofother Common Use Holdrooms ifsuch Signatory Airline provides written documentation reasonably acceptable to the Executive Director that the use ofsuch other CommonUseHoldrooms was required in order to acc.ommodate the schedule ofanother airline on the Coi:nmon Use Holdroom for which the

· cumulative Common Use Holdrooms Fees are being computed.

8. Terminal Renewal and hnprovement Fund & Tier Two Revenue Sharing. To provide a dedicated funding source for future Terminal capital improvementprojects, City shall establish a Terminal Renewal andImprovement Fund ("TRJF").
8.1. Net Terminal Area Cash Flow. At the end ofeach calendar year;coinmencing at the end ofcalendar year 2013, the Net Terminal Area Cash Flow shall be deposited to the TRlF; provided, however, that the annual deposit ofthe NetTerminal Area Cash Flow shall not exceed the NetTerminal Area Cash Flow Cap. Forpurposes ofthis Section, the "NetTerminal Area Cash Flow" for any calendar year shall meanthe difference between(a) the total revenues receivedby City from all sources for use ofspace in the Terminals (including Terminal4) and (b) the sum of(x) debt service (net ofPFC's) and Operations andMaintenance Expenses allocable to the Terminals and (y) required Reserve Deposits allocable to the Terminals (includingTerminal4) for the immediately preceding Fiscal Year. The "NetTerminal Area Cash Flow Cap" shall mean One HundredTwenty-Five MillionDollars ($125,000,000) as of July I, 2013 and as adjusted as ofJuly 1 ofeachfollowing year to reflect any changes after July 1, 2013 in the consumer price index published by the Bureau ofLaborStatistics for "all urban consumers" for "all items" for the Los Angeles-Riverside-Orange County Area. Ifat the end of any calendar year the NetTerminal Cash Flow exceeds the Net Terminal Cash Flow Cap, fifty percent (50%) ofthe funds in excess ofthe NetTerminal Cash Flow Cap shall be deposited to the TierTwo Revenue Sharing Fund; the remaining fifty percent (50%) ofany such excess funds shall be deposited to City's revenue fund for City's unrestricted use for airport systemcapital or operating costs in accordance with applicable law.
8.2. Use ofTRJF and Tier Two Revenue Sharing. (a) TRJF. (i) The funds in TRJF, ifany, shall onlybeusedby Cityto fund Capital Improvements in the Terminals unless the Executive Directorreasonably determines, after consultation with the Signatory Airlines (except when exigent citGumstances make such consultation impractical), that funds in TRJF are needed for other airportpurposes (x) as a result ofemergencies, including natural disasters or acts ofwal', (y) to meetregulatory or security requirements or (z) to satisfy bond covenants. The costs ofTerminal projects funded byTRIF shall be amortized over the project's useful life and recovered through future rates and charges. 

### (ii) The TRJF Balance at the end ofeach fiscal year shall not exceed the TRJF Cap. At the end ofeach fiscal year, fifty percent (50%) ofthe fimds in excess ofthe TRJF Cap shall be deposited to the Tier Two Revenue Sharing

-Page 6-**~** Flmd; the remaining fifty percent (50%)ofany such excess fimds shall be deposited to City'srevenue fund for City's unrestricted use for airport system capital or operating costs in accordance with applicable law. For purposes ofthis Section, the "TRIF Balance" shall mean the TRIF account balance as ofJuly 1 after depositing the NetTerminal Area Cash Flowpursuantto Section 8.1 ofthis Agreement for the innnediatelypreceding fiscal year and including any accmed interest: The "TRIF Cap" shallmean Five Hlmclred MillionDollars ($500,000,000), as ofJuly 1, 2013 and as adjusted as ofJuly 1 ofeach following year to reflect any changes after July 1, 2013 in the consumer price index published by the Bureau ofLabor Statistics for "allurban consumers" for "all items"for the Los Angeles-Riverside-Oninge CountyArea. (b) TierTwo Revenue Sharing Fund Distributions. (i) Commencingin calendar year 20 

### 14 and continuing on an annual basis until the end oftheTerm, the funds in the Tier Two Revenue Sharing Flmd, ifany, shallbe distributed among all ofthe.Signatory Airlines in the form ofa credit (the "TierTwo Credit") at the end ofeach calendar year. Tier Two Credits can only beused by a Signatory Airline, including Airline, as an offset against amounts due to City in the following order ofpriority: first, against any ammmts clue to City on account ofAirline's use ofTerminal space at the Airport; and · second, against any landing fees clue to City on account ofAirline's use ofthe airfield at the Airport. TierTwo Credits will not be issuedin cash. Tier Two Credits must be used within twelve (12) months after they are issued and expire immediately ifAirline ceases operations at the Airport for any reason other than the closure ofthe Airport. The distribution ofTierTwo Credits shall be subject to the eligibility n1les. set forth below in subsection (ii) and shall be based upmi the ratio ofeach Signatory Airline's payments ofTerminal charges dming the preceding calendar year to all payments ofTerminal charges by Signatory Airlines during the preceding calendar year. The calculation ofTierTwo Credits

·shall be made after the annual adjustment-to-actual ofrates pursuant to Section 2.10 ofthe NewRate Methodology. (ii) Conditions for the Issuance and Use ofthe Tier Two Credit. To be eligible to receive a TierTwo Credit, ifany, for any given calendar year Airline must be operating at the Airport at the time the TierTwo Credits are issued. Airline will only be eligible to use Tier Two Credits as offsets against amount due to City, in accordance with Section 8.2(b)(i), ifat the time Airline seeks to use . such Credits, Airline is not in arrears to City by more than 45 (fortY-five) days for any outstanding amount due on account ofAirline's use ofTerminal space oruse ofthe airfield at the Airport for >vhich City has given Airline notice (and for purposes ofthis Section 8.2(b)(ii), the discharge ofa debt in a bankruptcy proceeding at any time during the preceding two (2) years shall not constitute the elimination ofan atTearage orthe payment ofany amount to City).

-Page?-An illustrative calculation displaying howTier Two Revenue Sharing will work is attached to this Agreement as Exhibit I.
9. Terminal Capital Improvements.
9

### .1. Consultation. The AAAC will designate a representative ofall Signatory Carribrs (the "Airline Technical Representative") and will meet periodically with City to consult about the scope and status ofCapital Improvements withcosts allocable to the Terminals ("Terminal Capital Iinprovements"). City will meet with the Airline Technical Representative and the Signatory Airlines at least once each year to review Terminal Capital Improvements. The intent ofthese meetings is for City and Signatory Airlines to develop a common understanding of current and future Terminal Capital Improvements based upon reasonably available information. At each such meeting, Citywill provide the following: (a) a list and description ofeachTerminal Capital Improvement that is planned, designed or in constmction

..at the time ofthe meeting; (b) the estimated gross projectcost and constmction schedule for eachTerminal Capital Improvement; and (c) the anticipated source offunds for each Terruinal Capital Improvement; and (d) the anticipated impact ofeach Terminal Capital Improvement on charges to be calculated in accordance with the NewRate Methodology and this Agreement, as well as any other rnformationprovided to the Board about each such Terminal Capital Improvement. City will give due consideration to written comments on these subjects providedto City by Signatory Airlines orthe Airline Technical Representative within tlllrty (30) days ofany such meeting and will advise the.Board ofany such comments when requesting Board action on m1y Terminal Capital Improvement that is the subject ofsuch comments. 9.2. Funding Sources. Terminal Capital Improvements may be funded from one or more ofthe sources listed below. City's goal is to achieve a cumulative funding mix consistent with the targets set forth below for the Terminal Capital Improvements undertaken by City during the Term ofthis Agreement.
Sources ofFunds Target 

## • TRIF • Up to 30%.ofProject costs 

## • Airport revenue other than TRIF 

## • Federal grants-in-aid 

# • 'Nhere available to pay eligible Projectcosts 

## • Airportrevenue bonds 

## • The balance ofProject costs 

## • PFC's • No less than 35%ofPFC-e!igible Project costs, including debt service, subject to availability and FAA approval Airline aclmowledges that the actual mix ofsources used to fund Terminal Capital Improvements during the Term ofthis Agreement mayvary depending upon, but not limited to, the following factors: (a) the availability offunds inTRIF and airport revenue accounts; (b) federal funding levels and Project eligibility; (c) the allowable amounts and uses ofPFC's;

-Page 8-and (d) capital market conditions. City will defer for five years from the date ofbeneficial occupancy the collection ofany amortization charges associated with the use ofTRIFmoneys to fund newTenninal Capital Improvements.
10. Partial Settlement Agreement. 

### IfAirline is a party to the 2008 "Partial Settlement Agreement" or the 2010 "First Amendment" to the Partial Settlement Agreement with City (collectively, the "PSA") regarding the calculation ofrates for use ofthe TomBradley International Tenninal ("TBIT"), Airlineaclmowledges and agrees that (a) this Agreementis in complete satisfaction ofSections 1.5(a) and 1.5(c) ofthe PSA; (b) the STP discounts described in Section 5 ofthis Agreement satisfy whateverremaining obligation, ifany, City might otherwisehave to provide thecredit outlinedin Recital G ofthe Partial Settlement Agreement and in Recital D ofthe First Amendment; and (c) Recital G and Section 1.3 ofthe Partial Settlement Agreement, and Recital D ofthe First Amendment, are all null and void, with no further effect.
II. Letter Acreement. IfAirline is a signatory to a form ofLetterAgreement approved by the Board on OCtober 20, 2008 (Board Order No. A0-5108) orMay 3, 20 I0 (Board OrderNo. A0-5159), Airline aclmo\vledges and agrees that the Letter Agreement hterminatedeffective January I, 2013 and that the section ofthe Letter Agreementwith the heading "LAXIII Decision': (which is either Section 2 or Section 3 ofsuch Airline's Letter Agreement) is null and

. . void, with no further effect.·
12. Pending USDOT Complaints.
12.1. IfAirline is a complainantinAlaskaAirlines, Inc. v. LosAngeles WorldAirports,

· USDOTDocketNo. OST-2007-27331 ("LAX III"), Airline aclmowledges and agrees that its

complaintin such proceeding before the USDOT is moot and consents to its dismissal with prejudice. · .. 12.2. IfAirline is a complainant inAerLingtts Group PLCv. LosAngeles World Airports, USDOT Docket No. OST-2007-28118 ("LAX IV"), Airline ·aclmowledges and agrees that its complaint in suchproceeding before the USDOT does notnowpresent a significant dispute within the meaning of49 U.S.C. 

### § 47129(c)(2) and consents to its. dismissal with prejudice. · 13. No Challenge to NewRate Methodology. Airline agrees that it will not contest or challenge, in any forum, the reasonableness or validity ofthe New Rate Methodology; provided, however, that Airline reserves the right to dispute whether the rates adopted by City for any given calendar year were calculated in accordance with the NewRate Methodology and this Agreement. Any such dispute shall be resolved in a court ofcompetentjurisdiction inLos Angeles County, Californiaunless otherwise agreed by City.
14. More Favorable Rate Methodology. 

### Ifduring the Tenn ofthis Agreement City adopts a new Tariffor otherwise makes available to other Airlines an alternative rate methodology that is more favorable than the New Rate Methodology, Airline may, at its option, electto have its rates and.charges calculatedmider such alternative rate methodologyratherthan in accordance with

-Page 9-

### this ,1;\greement; provided, however, that ifAirline makes such an election, Airline shall waive whatever rights, ifany, it mighthave to Tier One Revenue Sharing, Tier Two Revenue Sharing and the Transitional Phase-In under this Agreement:
15. No Third Party Rights Or Obligations. No person or entity not a Party to or expressly identified as a benefiCiary under this Agreement shall have any third-party beneficiary or other rights under this Agreement. 16. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws ofthe State ofCalifornia. 17. Venue. Any litigation concerning this Agreement may only be filed in a court of competentjurisdiction inLos Angeles County, California. 18. Binding Agreement. This Agreement shall be bindinguponthe Parties hereto and their respective successors and assigns, corporate parents, ·subsidiaries and affiliates, and representatives, including a debtor inpossession, a chapter 11 trustee or a chapter 7 trustee in a case or cases commenced under!! U.S.C. §§ 

### 101 

### etseq. 19. Headings. Descriptive headings are used inthis Agreement for convenience only and shall not control, limit, amplify or otherwise modify or affect the terms and provisions ofthis Agreement orthe meaning or construction ofthe terms and provisions ofthisAgre€1llent. 20. Multiple Counterparts. This Agreement may be executed in a number ofidentical cmmterparts, each ofwhich tor all purposes is deemed an original, and all ofwhich constitute collectively one agreement. Facsimile signatures'maybe utilized, but original signature pages mustbe provided to the Board. · 21. Sole Agreement. THIS WRITTEN AGREEMENT REPRESENTS THEFINAL AGREEMENT AMONG THE PARTIES 'WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

-Page 10-: INWITNESS WHEREOF, the patiies have executed this Agreement as ofthe day and yearfirst above written.



### Its: 

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### THE CITY OF LOSANGELES; LOS ANGELES WORLD AIRP S; LOS ANGELES BO RD 0 AIRPO T COMi\IIISSIO RS

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-Page 11-

### EXHffiiTA
RATES AND CHARGES FORTHEUSE OFTERMINALFACILITIES AT LOS ANGELES INTERNATIONAL AIRPORT PURSUANT TO THE LOS ANGELES INTERNATIONAL AIRPORT PASSENGERTERMINAL TARIFF, AS ITMAYBE AMENDED FROMTIMETOTIME

The following rates andcharges methodology for the use ofpassenger terminals (the "Terminals") atLos Angeles International Airport (the "Aimort") by Aeronautical Users subject to the Los Angeles International Airport Passenger Terminal Tariff(the "Tariff'); is established by the City ofLos Angeles (the "City"), acting byand through theBoard ofAirport Commissioners (the "Board") ofthe Los Angeles World Airports ("LAW A''), under the City of Los Angeles City Charter and Administrative Code, 

### §§ 630 et seq. Section 1. Definitions. As used inthis document, theterms identified inthis section shall have the meanings indicated unless the context clearly indicates otherwise. Additional words and phrases usedinthis document shall have the meanings setforth in the Tariffor, ifnot so set forth, shall have their usual and customary meaning. "AAAC" shall meanthe Ah·iine Airport Affairs Committee. "Aeronautical User" shall meananAirline or any other Person engaged in an activitythat involves, makes possible or is required for the safety of, or is otherwise directly related to, the operation ofaircraft and includes providers ofservices related directly and substantially to the movement ofpassengers, baggage, mail and cargo onthe Airport, but does not include any govetnment orpolitical subdivisionthereofor a governmental agency. "Airline" shall mean an Air CanierorForeignAir Canieras defined in49 U.S.C. §§ 40102(a)(2) and (a)(21), respectively. "Capital Costs" shallmean all capital costs ofthe Airport, includingthe following: (a) Debt service (netofPFC's) allocable to bond-funded Capital Improvements. (b) Debt service coverage allocated in accordance with stated bond covenant requirements (currently 1.25 for senior debt obligations and 1.15 for subordinate debt obligations). (c) Amortization allocable to Capital.Improveinents funded withairport revenue, based on the economic life for each Capital Improvement and calculatedusing an interest rate setto equal the average ail-in cost ofAirport debt sold by LAW A during the calendar year when such Capital Improvement isput inservice or, ifno Airport debt was sold, set to equal comparable published average borrowing costs.

### "Capital hnprovement" shall mean any improvement or item or**relat~d** 

### group ofitems acquired, purchased, leased or constructed to improve, maintain or develop the Airport, as well as any extraordinary or substantial expenditure whose object is to preserve, enhance orprotect

_the Airport that, in accordance with generally accepted accounting principles consistently

applied, is capitalized byLAW A. "Common Use Areas," previouslyreferred to as "Joint Use Areas" under the Tariff, shall meanthe space in any Terminal designated bythe Executive Directorbe nsed in common by one or more Airlines or otherwise benefitting one or more Airlines for operations and include, without limitation, Common Use Holdrooms, Conunon Use Ticket Counters, Common Use Baggage Claim Areas and Common Use OutboundBaggage System Areas. "Common Use Baggage Claim Areas" shall mean the space in any Terminal (excluding the FIS Areas) designated by the Executive Director to be nsed in common with other Airlines for the delivery ofinbound baggage to arriving passengers, including the baggage recheck areas and the areas where Common Use Baggage Claim Systems are located. "CommonUse Baggage Claim System" shall mean equipment that delivers inbound baggage to anivingpassengers. "Common Use Holdrooms" shall mean the space in any Tel1llinal designated by the Executive Directorto be used in common with other Airlines for passenger holdrooms and gate areas. "Common Use Loading Bridge" shall mean apassenger loading bridge andrelated equipment owned by LAW

### A. "Conunon Use Outbound Baggage System" shall mean equipment that sot'ts outbound baggage for delivery to departing aircraft. "Common Use Outbound Baggage System Areas" shall mean the space in any Terminal designated by the Executive Directorto be used in common with other Airlines for the sorting of outbound baggage for delivery to departing aircraft andincluaes the areas where CommonUse Outbound Baggage Systems are located. "Common Use Ticket Counters" shall meanthe space in any Terminal designated by the Executive Directorto be used in commonwith otherAirlines for ticket counters and associated queuing space. "Deplaned Domestic Passengers" shall mean the actual number ofpassengers, not including the flight crew, disembarking from adomestic flight at the Tetminals and shall include passengers clearing customs and immigration inthe country that his orher flight originated from, disembarking from an international flight at the Terminals.

2

### "DeplanedInternational Passengers" shall mean the actual number of'passengers, not including the flight crew orpassengers clearing customs and immigration in the country thathis orherflight originated from, disembarking from an international flight at the Terminals. "Enplaned Passengers" shall mean the actual numberofpassengers, not includingihe flight crew or intemational in-transitpassengers, but including both originating and connecting passengers, embarking on aflight at the Terminals. · "Executive Director" shall mean the Executive Director ofihe Department ofAirports of the City ofLos Angeles, California, orhis orher designee. "Fiscal Year" shall mean the twelve (12) month period beghming July 1ofany year and ending June 30 ofthe following year or any otherperiod adoptedby LAWA for its financial affairs. "FIS Areas," previously referred to as the "International Joint Use Areas" underthe Tariff; shall mean the space inihe Terminals designated by ihe Executive Directorto be used in coinmon with other Airlines for federal inspection services (including sterile corridors, customs areas, baggage service areas, customs baggage claim areas, cashier areas, interline baggage areas, immigration inspection areas, storage areas, locker areas, federal inspection service swing areas, conference room areas and registration areas), offices for federal agencies, restrooms included in or adjacent to the foregoing areas, transit lounge space and oilierintransitfacilities for international passengers. ''New Rate Methodology" shall meanthe rate methodology setfmth iu

### this document. "Operations and Maintenance Expenses," previously referred to as "TerminalExpenses" under the Tariff, shall meanthe total operations and maintenance expenses ofthe Airport. "PassengerFacility Charges" or "PFC's" shallmeanpassengerfacility charges remitted to LAWA under49 U.S.C. §

### 40117 and 14 C.F.R. Part 158 as they may be amended from time to time."Person" shall mean a corporation, an association, apartnership, a limited· liability company, an organization, a ttust, a natural person, a government orpolitical subdivisionihereof or a governmental agency. · "Public Area" shall mean sidewalks, concourses, corridors, lobbies, passageways, restrooms, elevators, escillators and other similarspace made available byLAW A from time to time for use bypassengers, LAWAand Airline employees and othermembers ofihepublic, as designated by ihe Executive Director. "Rentable Area," previously referred to as "Measured Area" under the Tariff, shall mean any areas in the Tenninals that are available for use by Airlines, other Aeronautical Users, concessionaires or LAWA or other governmental users on an exclusive, common orpreferential use basis, as designated by the Executive Director. Rentable Area does not include any areas that are located outside ihe Terminals nor does Rentable Area include any space (such as security

3

### ch~ckpoints) used by federal governmental agencies (such as Customs and BbrderPatrol or the Transportation Security Administration) or local law enforcement agencies to carry out their operations at the Airport. "Reserve Deposits" shall mean the amounts deposited to funds and accounts for operations and maintenance reserves, to satisfy debt service reserve requirements, and similar expense reserves under the te1ms ofany applicable bond covenants or as requiTed by the Los Angeles City Charter. "Terminals" shall mean all ofthe airline passenger terminals at the Airport except for Termina14 unless and until all Ail"

### lines using Terminal4 are subject to the New Rate Methodology. "Terminal Airline Support Svstems" shall mean an information technology system, used to 

### allocate terminal resources (gates, stands, ticket counters, baggage carousels, bag sortation piers, flight information displays, gate information displays, andpublic address systems) to assist Airlines with passengerprocessing. 

### "Il!m" shall mean the active arrival and departure ofan aircraft from a gate (including a remote gate) andmay be measured in halves. The movement ofan empty aircraft to orfrom a gate shall not constitute halfa "Turn." Section 2. Calculation ofRate and Charees for Airlines. 

### 2.1. Generally

.. 2.1.1. 

### An Airline using any space or equipment in tlie Terminals pursuant to the Tariffshall be subject to the rates and charges setforth in this Section 2. There are two kinds ofrates and charges set forth in this Section: equalized charges for all ofthe Terminals (described in Sections 2.2 through 2.7 below) and Terminal Special Charges (described in Section 2.8 below), assessed for the use of certain space or equipment in certainTerminals, for the recovery ofcertain types of Capital Costs or Operations and Maintenance Expenses that are not incurred by LAWA in all ofthe Terminals and not recovered from the Airlines through the equalized rates and charges. In calculating the Terminal Buildings Requirement. the FIS Requirement and Temnnal Special Charges, as set forth below, LAW A shall exclude any cost (net ofthe cost ofcollection) that (a) has been reinlbursed or covered by government grants orPFC's, (b) 

### has beenreinlbursed or covered by any insurancerecovery, condemnation**prc;~ceeds** 

### or other third-party payment, or (c) has been reimbmsed oris required to be reimbursed to LAWAby anindividual Airline under the Tarif,finconnection with projects undertaken byLAW A atthe request and for the benefit ofanindividual Airline. Illustrative calculations displaying how rates and charges will be calculated under this methodology are attached as ExhibitA through Exhibit G-5. 2.1.2. 

### Airline Consultations onProposed Rates and Charges. No later than November 1

### ofeach year, the Executive Director shallprovide each Airline

4

### then currently using space at the Airportwith acomplete copy ofthe'then proposed rates and charges, calculated in accordance with this Section 2, for the succeeding calendar year. The ExecutiveDirector shall, upon request by any such Airline, consult with such Airlines concerning the then proposed rates and charges. No later thanDecember 1ofeach year, the Executive Director shall make any revisions to the proposed rates and charges as the Executive Director detennines, in his or her sole discretion, to be wru1'anted as aresult ofconsultation with the Airlines or otherwise, and shall provide written notice to each Airline then currently using space at the Airport ofnewrates and charges to be effective on January 1ofthe following calendar year. Acopy ofsuchwritten notice shall be. filed with the secretary ofthe Board. 2.2. Calculation ofthe Tenninal Buildini!S Rate. Each yearLAWA shall calculate the estimated Terminal Buildings Rate for the next calendar year as follows: 2.2.1. The Terminal Buildings Requirement shall be computed as the total of(i) 

### the Unified Capital Requirement and (ii) 

### the Operations and Maintenance Requirement. (a) Calculation ofthe Unified Capital Requirement. Eachyear LAWA shall calculate the Unified Capital Requirement by totaling all budgeted Capital Costs allocable to the Terminals (excluding the PIS Areas) for the following calendar year. (b) 

### Calculation ofOperations and Maintenance Requirement. Each year LAWA shall calculate the Operations and Maintenance Requirement by totaling the actual Operations and Maintenance Expenses and Reserve Deposits (if

### any) allocable to the Terminals (excluding the PIS Areas) for the immediately preceding Fiscal Year. The allocation method for Capital Costs and Operations and Maintenance Expenses is outlined in attached Appendix I. 

### 2.2.2. The estimated Terminal Buildings Rate shall then becalculated by dividing the Terminal Building Requirement by the estimated total amount of Rentable Area. LAWA may use the actoal runount ofRentable Area inthe immediately preceding Fiscal Year in

### calculating the estimatedTerminal Buildings Rate. 2.3. Calculation ofthe FIS Rate. Each year LAWA shall calculate the estimated FIS Rate for the next calendar year as follows: 2.3.1. The estimated Gross FIS Requirement shall be computed as the total of(i) 

### all budgeted Capital Costs allocable to the FIS Areas for the following calendar year and (ii) the actual Operations and

### Maintenance Expenses and

5

### Reserve Deposits (ifany) allocable to the FIS Areas for the

### immediai~ly preceding Fiscal Year. 2.3 .2. From the estimated Gross FIS Requirement, LAWA shall deduct the amounts ofany estimated revenue from the rental ofspace in.the PIS Are11s to governmental agencies to yield the Net FIS Requirement. 2.3.3. The estimated FIS Rate shall thenbe calculatedby dividing the Net FIS Requirement by fue estimated total annual number ofDeplaned International Passengers. LAW A may use the actualnumber ofDeplaned Intemational

. Passengers in the immediately preceding Fiscal Year in

### calculating the estimated FIS Rate. 2.4. Calculation ofCommon Use Holdroom Rate. Each year LAWA shall calculate the estimated Common Use HoldroomRate for the next calendar year !IS 

### follows:· 2.4.1. The estimated Holdroom Requirement shall be computed as the product of the Terminal Buildings Rate and the total square footage ofall Common Use Holdrooms in the Terminals. 2.4.2. LAWA shall then calculate six separate CommonUse Holdroom Rates for use ofCommon Use Holdrooms bythe six different classes ofaircraft shown in the table below.

Aircraft Class 1 2 3 4 5 6
A380 747 A340 B757-300 B717 All others A330 B767 A318 having 100 B777 B787 A3l9 seats or less A350 A320 MD-11 A321 IL-96

. 

### MD (DC) All B737 757-200

6

### The charges for use ofCommonUse Holdrooms by aircraftwithin**ea~h** 

### of.these classes shall bear the following relativities

# to each other: Relative Charge perTurn Class 1: 3.00x Class 2: 2.00x Class 3: !.SOx Class 4: l.25x Class 5: l.OOx Class 6: 0.75x 

### Forrate-settingpurposes, the charges per Tum for each ofthese six classes ofaircraft will be calculated. so that expected aggregate CommonUse Holdroom charges equal the Common Use Holdroom Requirement.

·2.4.3. New Types ofAircraft. Ifany Airline begins to serve the Airport with types ofarrcraft riot shown in the table in Section 2.4.2, LAWA shall provide written ·notice ("New AircraftNotice") to the AAAC to solicit arecommendation from the AAAC as to the proper classification ofsuch new aircrafttypes for rate-settingpurposes, If

### the AAAC wishes to make such a recommendation, it shall do so in writing within thirty 

### (30) days following the New AircraftNotice. LAWA shall consider any such recommendation and then, in its sole discretion, shall reasonably determine whether to (a) assign such new aircraft to anew class with a different Specifiedrelativity or (b)

. include it in one ofthe existing aircraft classes under Section 2.4.2. LAW A shallprovide writtennotice to the AAAC ofits determination ofhow such new aircraft will be classified for rate-setting purposes, and thereafter the calculatipus ofrelative charges per Turn under Section 2.42 shallreflect any suchclassification. 2.5. Calculation ofCommon Use Baggage Claim SystemRate. Each year LAWA shall calculate the estimated Common Use Baggage Claim System Rate for the next calendar year as follows:

· 2.5.1. The estimated CommonUse Baggage Claim Requirement shall be computed as the product ofthe Terminal Buildings Rate and thetotal square footage of all CommonUse Baggage Claim Areas inthe Terminals. 2.5.2. The estimated Common Use Baggage Claim System Rate shall thenbe calculated by dividing the Baggage Claim Requirement by the estimated total annual number ofDephined Domestic Passengers ofAirlines using Common Use Baggage Claim Systems in any ofthe Terminals. LAWA may use the actual number ofDeplaned Domestic Passengers ofAirlines using Common Use Baggage Claim Systems in the immediately preceding Fiscal Yearincalculating the estimated CommonUse Baggage Claim Rate.



### 72.6. Calculation ofCommonUse Outbound Baggage System Ratl Each year LAW A ·shall calculate the estimated CommonUse Outbound Baggage System Rate for the nextcalendar year as follows: 2.6.1, The estimated CommonUse Outbound Baggage System Requirement shallbe computed as theproductofthe Termioal BuildingsRate and the total square footage ofall CommonUse Outbound Baggage System Areas in the Terminals, less any credit for revenue generatedby fees imposed under Section 2.6.3,
2.6.2. The estimatedCommonUse Outbound Baggage System Rate sball thenbe calculated by.dividing the estimated CommonUse Outbound Baggage System Requirement by the estimated total annual number ofEnplaned Passengers ofAirlines using the CommonUse Outbound Baggage System Areas in all ofthe Terminals. LA WA mayuse the actual number ofEnplaned Passengers ofAirlines using the CommonUse Outbound Baggage System Areas in the immediatelypreceding Fiscal Year in calculatingthe estimated OutboundBaggage System Rate.
2.6.3. LAW A may also establish a reasonable fee to be charged to Airlines that use a portion ofan outbound baggage system owned or leased byanother Airline and pay a fee for suchuse to such otherAirline and also use baggage make-up devices owned by

·LAW A. The revenue, ifany, generated by such a fee shall_be credited**~gains!** the CommonUse Outbound Baggage SystemRequirement calculated under Section 2,6;1. 2.7. CommonUse Ticket CounterRate. Eachyear LA WA shall calculatethe estimated Common Use Ticket CounterRatefor all Terminals for the next calendar year as follows:
2.7.1. The estimated Common Use Ticket CounterRequirement shallbe computed as theproduct ofthe Termioal Buildings Rate and the total square footage of all ofthe CommonUse Ticket Counter space in the Terminals.
2.7.2. The estimated Common Use Ticket Counter Rate shall then be calculated by dividing the CommonUse Ticket CounterRequirement by the estimated total annual number ofEnplaned Passengers ofAirlines using CommonUse Ticket Counters. LA WA may use the actual number ofEnplanedPassengersinthe immediatelyprecedingFiscal Yearin calculating the estimatedCommonUseTicket Counter Rate.
2.8. Terminal Special Charges. There are certain equipment and services that LAWA provides insome, but not all ofthe Terminals. Airtines using such .equipment or services in certain Terminals pursuantto the Tariffshall be subjectto Termioal Special Charges as follows. Any Capital Costs or Operations andMaintenanceExpenses that are included in the calculations ofTerminal Special Charges shall be excludedfrom the rates and charges calculated under Sections 2.2 through 2.7.



### 8 i ! ! i

. ;

; l 

### ' 

### i i2.8.1. Custodial Rates. Eachyear LAWA shall calculate esti'inated Custodial Rates for the next calendar year as follows:
2.8.1.1. The Custodial Requirement shall be calculated by totaling the following from the immediately preceding Fiscal Year: (a) the total actual payments by. LAW A under service contracts forjanitorial and cleaning services in all Terminals; and (b) thetotal actual costto LAW A ofprovidingits own janito,rial and cleaning services 

### in all Terminals.
2.8.1.2. The Custodial Requirement shall then be divided bythe total square footage ofall areas (whether Public Areas or Rental Areas) for which LAWA providesjanitorial and cleaning services to derive the Average Custodial Rate. LAW A shall then calculate four separate Custodial Rates for use of Common Use Holdrooms, CommonUse Ticket Counters, Outbound Baggage System Areas and Baggage Claim Areas, respectively, by (x) multiplying the total square footage ofeach suchtype ofspace in all Terminals bytheAverage Custodial Rate and then (y) dividing bythe following factors: (a) for Common Use Holdrooms, Enplaned Passengers; (b) for CommonUse Ticket Counters, Enplaned Passengers; (c) for CommonUse Outbound Baggage SystemAreas, Enplaned Passengers; and (d) for Common Use Baggage Claim Areas, the total of Deplaned Domestic Passengers.
In makingthese calculations, LAW A shall only consider the numbers of passengersusing the CommonUse facilities that are the subject ofthese Terminal Specific Charges and mayuse the actual numbers ofsuchpassengers in the immediatelypreceding Fiscal Year in calculating these rates,

92.8.2. OutboundBaggage SystemMaintenance Rate. Eachyear LAWA shall calculate the estimated Outbound BaggageSystem Maintenance Rate forthe next calendar year as follows:
2.8.2.1. The Outbound Baggage SystemMaintenance Requirement shall be calculatedbytotaling the following actual amounts from the previous Fiscal Year: (a) the total actual payments by LAWAunder service contracts formaintaining and repairing CommonUse Outbound Baggage Systems in all Terminals; and (b) the total actual cost to LAW A ofmaintenance and repair of the CommonUse Outbound Baggage Systems in all Terminals. 

### ·' 2.8.2.2. The estimated Outbound Baggage System Maintenance Rate shall then be calculated by dividing the Outbound Baggage System Maintenance Requirementbythe estimated total annual number ofEnplaned Passengers ofAirlines using the CommonUse Outbound Baggage System in Terminals in whichLA WAmaintains and repairs the Common Use Outbound Baggage Systems. LA WA mayuse the actual numbers ofsuchpassengers in the immediatelypreceding Fiscal Year incalculating the estimated Outbound Baggage System Maintenance Rate.

.. 2.8.3. Terminal Airline Support SystemRate. EachyearLAW A shall calculate the estimated TerminalAirline Support System Rate for the next calendar year as follows:
2.8.3.1. The estimated Terminal Airline Support System Requirement shall be calculatedbytotaling (a) the priorFiscal Year's Operations and MaintenanceExpenses allocable to the Airline Support · System and (b) .all budgeted Capital Costs allocableto the Airline Support System andto be paidby LAW A for the nextcalendaryear. 2.8.3.2. The estimated Terminal Airline Suppott System Rate shall then be calculated by dividing the esthnated Terminal Airline Support System Requirementby the estimated total annual number ofEnplaned Passengers of Airlines using the Terminal Airline Support System. LAW A mayuse the actual number ofEnplaned Passengers ofAirlines using the Terminal Airline Support· Systeminthe immediatelyprecedingFiscalYearincalculating the estimated Terminal Airline Support SystemRate.

102.8.4. Common Use Loading Bridge Rate, Each year LAW 

## Ashall calculate the estimated CommonUse Loading Bridge Capital Rate and the CommonUse Loading Bridge O&MRate for the use ofLoading Bridgesfor the nextcalendaryear as follows:
2.8.4.1. The Average Common Use LoadingBridge Capital Requirement shallbe calculated by ilividing all budgeted Capital Costs allocable to Common Use Loading Bridges for the following calendar year by thetotal number ofCommonUse Loading Bridges. 2.8.4.2. The Average Common Use Loailing Bridge O&M Requirement for CommonUse Loading Bridges maintainedbyLAW A shall be calculatedbyilividing thepriorFiscal Year's Operations and Maintenance Expenses allocable to such CommonUse Loading Bridges by the total numberof CommonUse LoadingBridges maintainedby LA WA. 2.8.4.3. The estimated CommonUse Loading Bridge Capital Rate shall be calculatedbymultiplying the Average Common Use Loading Bridge CapitalRequirement by thetotal number ofCommonUse Loailing Bridges and then dividing by the total annual number ofTurns at all ofthe CommonUse Loading Bridges, so that the capital charges for use ofthe CommonUse Loading Bridges by eachtype ofaircraft shall bear the relativities to each other set forth in Section 2.4.2. LAW A mayuse the actual number ofTurns at CommonUse LoadingBridges inthe immediatelypreceding Fiscal Year in calculating the estimated CommonUseLoadingBridge Capital Rate. 2.8.4.4. The estimated CommonUse Loailing Bridge O&M Rate for Common Use Loading Bridges maintained byLAWA shall be calculated by multiplying the Average CommonUse Loading Bridge O&M Requirement bythe total number ofsuch Common Use Loading Bridges and then diviilingby the total annual number ofTums at all such CommonUse Loading Bridges, so that the maintenance charges for use ofsuch CommonUse Loailing Bridgesbyeach type ofaircraft shall bearthe relativities to eachother set forth 

### in Section 2.4.2. LAW A mayuse the actual number ofTurns at suchCommonUse Loading Bridges 

### inthe immediatelypreceding Fiscal Year in calculating the estimated CommonUse Loailing Bridge O&MRate. 2.8.5. Future Terminal Special Charges. TheExecutive Director, subjectto Board approval, inay impose additional Terminal Special Charges 

### insimilar circumstances, where LAW A is providing certainspecified services or equipment in some, butnot all ofthe Tetminals; provided, however, that any such services or equipment were ftrst providedby LAWA after December 31, 2012. LA WA shall notuy and consult with the Airlines concerning anyproposed new Tetminal Special Charges at least 60 days before LAW A submits anyproposednewTerminal Special Charges for approval bythe Board.



### 11

### 2.9. Mid-year Adjustments. If

### it appears to LAW 

### A, onthe basis ofinfmmationit is able to accumulate during the course ofany calendar year, that the estimated expenses (excluding Operations and Maintenance Expenses and the costs referred to in Sections 2.8.1.1· and 2.8.2J) orprojected levels ofAirline activity it has used to calculate the rates and charges set forth in Section 2 are likely to vary significantly (higher or lower) from actual results, LAWA 

### may malce adjustments to suchrates and charges at mid-year or at such other time during the calendar year (a) as the need for such an adjustment becomes apparent to LAWA or (b) the variance between the estimated expenses orprojected levels ofAirline activity and actual results is expectedto be tenpercent (10%) or more. LAWA shall provide the AAAC with at leastthirty (30) days advance written notice ("Mid-Year AdjustmentNotice") ofany adjustments to be made underthis Section 2.9. The AAAC may, within fifteen (15) days ofreceipt ofthe MidYear Adjustment Notice, request ameeting with LAWA 

### to reviewthe informationthat LAWA 

### used as the basis for an·adjustment under this Section 2.9 and ifthe AAAC does so, LAWA shall meet with the AAAC within fifteen (15) days ofthe AAAC's request. · 2.10. Annual Adjustments-to-Actual. Within 180 days after the close ofeach calendar year, LAW A shall recalculate the rates and charges as setforth in this Section 2 on the basis of actual expenses (excluding Operations and Maintenance Expenses and the costs refened to in Sections 2.8.1.1 and 2.8.2.1), Airline activity and other factors**~ffecting** 

### the prescribed calculations and shall determine the amount ofany overpayment (credit) orunderpayment (deficit) due to or from each Airline. Any resulting credit will be issued to the Airline, and any resulting debit will be invoiced to and payable by the Airline, as prescribed inthe Tariff. Section 3. Calculation ofRates and Charges for Aeronautical Users other than Airlines. An 

### Aeronautical User using any space inthe Terminals pursuant to the Tariffshall be subjectto the Terminal Buildings Charge described in Section 2.2.

12

### EXIDBITA Appendix 

### 1 

### CostAllocationMethod (1) · 

### Description of Cost Centers. Cost centers atthe Airport are those functions orphysically. discrete areas that are used to account for costs incurred byLAWA to own (orotherwise provide), maintain, operate, construct, develop, and administer theAirport. There are two types ofcost centers used to account for costs at the Airport: (a) direct costcenters, which are each related to a definedphysical area ofthe Airport that serves a particular function, and 

### (b) indirect cost centers, which are related to service functions that supportthe direct cost centers. The following are the direct and indirect cost centers used to account for both capital costs and

. · operations and maintenance expenses at the Airport: Direct Cost Centers 

### Terminals

- the Te1minals cost center comprises the land and all passenger terminal buildings and other related and appurtenant facilities, whether owned, operated, or maintained by LAWA. Facilities include the passengerterminal buildings located inthe central terminal area, passenger terminal buildings located outside the central terminal area, associated. concourses, holdrooms,

. passenger tunnels, and all other facilities that are a partofthe passenger terminal buildings. 

### Airfield

- the Airfield cost center comprises those portions ofthe Airport (excludillg the aircraft aprons associated with the terminal, general aviation, cm·go, and aircraft maintenance facilities) providing for the landing, taking off, and taxiing of aircraft, including approach and turning zones, clear zones, navigation or other easements,' runways, a fully integrated taxiway system, runway aiid taxiway lights, and other appurtenances related to the aeronautical use ofthe Airport, including any property acquiredfor noise mitigation purposes. 

### Apron

- the Apron cost center comprises the land and paved areas primarily adjacent to passenger terminal buildings, but also includes remote parking areas that provide for the parking, loading, and unloading ofpassenger aircraft. The Apron cost center does not include aprons associated with general aviation, cargo, or aircraft maintenance facilities. 

### Aviation • the Aviation cost center compl'ises the land and facilities related to air cargo, general aviation, fixed-base operations, aircraft fueling, aircraft maintenance, in-flight catering, and other aviation-related services. · 

### Commercial

- the Commercial cost center comprises the land and facilities not located in the Terminal cost centers**~d** that are provided for nonacronautical commercial and industrial. activities, including public automobile parking; car rental service centers, golf courses, the Theme Building, andthe Proud Bird restaurant.Indirect Cost Centers Access

- the Access cost center includes the costs offacilities and services for on-Airport and off-Airport ground access for vehicles and pedestrians, including airside and landside. access, and. Airport access generally. It also includes the costs ofincreasing, preserving, or managing the capacity ofthe Airport's access facilities. General Administration

- the General Administration cost center includes the general administrative and S!Jpport costs related to providing, maintaining, operating, and administering the Airport that cannot be directly allocated

### to other cost centers. · · (2) Allocation Methods. Expenses directly attributable to the Terminals, and indirect Administrative and Access cost center expenses are allocated to the Terminals as follows: (i) Wherever possible, expenses directly attributable to the Terminals are allocated to the Terminals. (ji) Expenses attributable to Airport administrative divisions are allocated to the Terminals cost center based onits proportion oftotal direct expenses. (iii) Expenses directly allocated to the Access cost center are allocated to· ·the Terminals cost center and all other direct cost centers onthe basis ofthe ratio ofland area by cost center.

14" Exhibit A
TERMINAL BUILDINGS RATE Illustrative Calculation pursuantto the New Rate Methodology Los Angeles International Airport ·

Unified Capital Requirement (a) Gross debt service Less: PFC revenues

Debt service Debt service coverage Amortization

Unified Capital Requirement Calendar year

Operations and Maintenance Requirement (b) Less: Termina14 cost requirement

Terminal Buildings Requirement Divided by: Rentable Area [c)

Terminal Buildings Rate (persquare foot)

Note: The results shown above are not projections. (a) See Section 2.2.1[a) ofthe New Rate Methodology. [b) See Section 2.,2.1[b) ofthe New Rate Methodology. [c) See Section 1 ofthe New Rate Methodology. (A] (B] (Cj ID=A+B+C] IE] [=D/E] Hypothetical**~Year** $83,400,000 (52,600,000) $30,900,000 7,700,000 30,800,000 $69,400,000 221,700,000 [33,950,000) $257,150,000 2,070,000

$124.23

;;;;:;::=;;;;;;;;;;;;;;;;;;;;;;;;;:;;;;;;;;'' Exhibit B
FJS RATE Jllustrative Calculation pursuantto the New Rate Methodology Los Angeles International Airport

Capital Costs Gross debt service Less: PFC revenues

Debt service Debt service coverage Amortization·

Capital Costs Operations and Maintenance Expenses

Gross FJS Requirement Calendar year

Less: Rental revenue ofspace in FIS Areas from governmental agencies

Net FIS Requirement (a) Divided by: Deplaned International Passengers (b)

FIS Rate (per deplaned international passenger)

Note: The results shown above are not projections. (a) See Section 2.3 ofthe New Rate Methodology. (b) See Section 1 ofthe New Rate Methodology. [A) [B] [C:oA+B]

[D] [E=C+D]

18 {=E/8 Hypothetical Year $36,400,000

(9,400,000) $27,100,000 6,800,000 2,800,000 $36,700,000

39,700,000 $76,400,000 (100,000) $76,300,000 7,300,000 $10.45

======Exhibit C
COMMON USE HOLDROOM RATE Illustrative Calculation pursuantto the New Rate Methodology Los Angeles International Airport Calendar year

Terminal Buildings Rate (a) Times: Common Use Holdroom Space (square feet) Hold room Requirement (b) Divided by: Estimated Turns (weighted by aircraft Class) (c) Common Use Holdroom Rate (per full turn)
Common Use Holdroom Rates (per full turn) (by aircraft class): (c)
Common Use Class Holdroom Rate [A) 1 $283.89 2 $283.89 3 $283.89 4 $283.89 5 $283.89 6 $283.89
Note: The results shown above are not projections. (a) See illustrative Exhibit A. (b). See Section 2.4.1 of the New Rate Methodology. (c) See Section 2.4.2 ofthe New Rate Methodology. Expected use of Common Use Holdrooms (by aircraft class)

Class Illustrative turns

1 1,500 2 6,000 3 14,800 4 1,100 5 74,500 6 3,600 101,500 Relative charge per turn [B) 3.00 2.00 1.50 1.25 1.00 0.75

Relative charge per turn 3.00 2;oo 1.50 1.25 1.00 0.75 Hypothetical Year

$124.23 268,000 $33,300,000 117,300 $283.89 

## ============ Weighted Common Use Holdroom Rate ["'A"'BJ

$851.67 $567.78 $425.84 $354.86 $283.89 $212.92

Illustrative turns

(weighted) 4,500 12,000 22,200

1,400 74,500

2,700 117,300'' Exhibit D
COMMON USE BAGGAGE CLAIM SYSTEM RATE Illustrative Calculation pursuantto the New Rate Methodology Los Angeles International Airport Calendaryear

Non-SignatoryAirline Terminal Buildings Rate (a) Multiplied by: Common Use Baggage Claim Areas (square feet) Common Use Baggage Claim System Requirement (b) Divided by: Deplaned Domestic Passengers Common Use Baggage Claim System Rate (per deplaned domestic passenger}

Note: The results shown above are not projections. (a) See illustrative Exhibit A. (b) See Section 2.5.1 ofthe New Rate Methodology. Hypothetical Year

$124.23

76,000 $9,441,000

9,192,000 $1.03 

# ==========

### ,, Exhibit E
COMMON USE OUTBOUND BAGGAGE SYSTEM RATE Illustrative Calculation pursuant to the New Rate Methodology Los Angeles International Airport Calendar year

Non-Signatory Airline Terminal Buildings Rate (a) Multiplied by: Common Use Outbound Baggage System Areas (square feet) Common Use Outbound Baggage System Requirement (b) Less: Fees forTerminal6 common use bag make-up unit (c) Net Common Use Outbound Baggage System Requirement (c) Divided by: Enplaned Passengers Common Use Outbound Baggage System Rate {per enplaned passenger)

Note: The results shown above are not projections. (a) See illustrative Exhibit A. (b) See Section 2.6.1 ofthe New Rate Methodology. (c) Pursuant to Section 2.6.3 ofthe New Rate Methodology. Hypothetical Year

$124.23 152,000 $18,883,000 (500,000) $18,383,000

10,594,000 $1.74'' Exhibit F
COMMON USE TICKET COUNTER RATE Illustrative Calculation pursuant to the New Rate Methodology los Angeles International Airport Calendar year

Non-Signatory Airline Terminal Buildings Rate (a) Multiplied by: Common Use Ticket Counter space (square feet) Common Use Ticket Counter Requirement (b) Divided by: Enplaned Passengers Common Use Ticket Counter Rate (per enplaned passenger)'

Note: The results shown above are not projections, (a) See illustrative Exhibit A (b) See Section 2.7.1 ofthe New Rate Methodology. Hypothetical Year

$124.23

17,000 $2,112,000

5,606,000 $0.38 

## ===========Exhibit G-1
CUSTODIAL RATES Illustrative Calculation pursuantto the Tariff los Aflgeles International Airport Calendar year

CALCULATION OF THE AVERAGE CUSTODIAL RATE Payments by LAWA under service contracts Cost to LAWA of providingjanitorial services

Custodial Requirement (a) Divided by: Terminal Building space receiving LAWA Custodial (b)

Average Custodial Rate
CALCULATION OF THE CUSTODIAL RATES Common Use Areas

Holdrooms Average Custodial Rate $20.26 Space 2681000 $S,428,000 Passengers (c) 14,247,000 Custodial Rate (per enpl./depl. passenger) $0.38
Note: The results shown above are not projections. (a) See Section 2.8.1 ofthe New Rate Methodology. (b) Terminal Building space receiving LAWA Custodial: Common Use Holdrooms Common Use Ticket Counters Ticket Counters $20.26 17,000 $344,000 51606,000 $0.06

Common Use Outbound Baggage System Areas Common Use Baggage Claim Areas

Common Use Areas Public Areas OutboundBaggage System Areas $20.26 1521000 $3,079,000 10,5941000 $0.29

Terminal Building space receiving LAWA Custodial (c) Only passengers on airlines using the specified Common Use Areas. Holdrooms: Enplaned passengers In Terminals 1 1 21 3 and TBIT. Hypothetical Year $3,88S,OOO 31,683,000 $3S,S68,000

1,7S6,000

$20.26 

### ==========

Baggage Claim Areas

$20.26 76,000 $1,5391000

9,1921000 $0.17

Sq ft 268,000

17,000 1S2,000 76,000 Sl3,000 112431000 1,7S6,000

Ticket Counters: Enplaned passengers In Terminal2 (excluding Hawallan and Air Canada) and TBIT. Outbound Baggage**~ystem** Areas: Enplaned passengers in Terminals 1, 2 and 3. Baggage Claim Areas: Deplaned passengers In Terminals 1 1 2**(non~FIS)** and 3.•' Exhibit G-2
OUTBOUND BAGGAGE SYSTEM MAINTENANCE RATE Illustrative Calculation pursuantto theTariff Los Angeles International Airport calendar year

Payments by lAW A under service contracts Cost to lAW A of providing maintenance services Outbound Baggage System Maintenance·Requirement (a) Divided by: Enplaned passengers (b) ' Outbound Baggage System Maintenance Rate (per enpl. passenger)

Note: The results shown above are not projections. (a) See Section 2.8.2 ofthe New Rate Methodology. Hypothetical Year $3,201,000
$3,201,000 10,594,000 $0.30 

# =========

(b) Enplaned passengers for all Terminals with lAW A-maintained Outbound Baggage Systems (Tl, T2 and T3).•' Exhibit G-3
TERMINALAIRLINE SUPPORT SYSTEM RATE Illustrative Calculation pursuantto the Tariff Los Angeles International Airport Calendar year

Payments by LAWA under service contracts Cost to LAWA of providing maintenance services

Terminal Airline Support System Requirement (a) Divided by: Enplaned Passengers (b)

Terminal Airline Support System Rate (per enplaned passenger)

Note: The results shown above are not projections. To be calculated separately for each Terminal that has a LAWA-provided Airline Support System. (a) See Section 2.8.3 ofthe New Rate Methodology. (b) Enplaned passengers for all Terminals with LAWA-maintained Terminal Airline Support Systems (T3 and TBIT). Hypothetical Year $0 2,166,000 $2,166,000

7,008,000 $0.31

:;:;::;:;::;:;,:::;;;::;::;;:;:;::;;:::;:;:Exhibit G-4
LOADING BRIDGE RATE-- MAINTENANCE .Illustrative Calculation pursuant to the Tariff Los Angeles International Airport Calendar year

LOADING BRIDGE RATE-- MAINTENANCE (a) O&M Expenses of LAWA-maintained loading bridges Divided by: Number of LAWA-maintained loading bridges (b)

Loading Bridge Maintenance Charge (per bridge) (c) Divided by: Estimated annual turns**(p~r** bridge) (weighted)

Loading Bridge Maintenance Rate (per full turn) (d) Loading Bridge Maintenance Rates (perfull turn) (by aircraft class): (e) Loading Bridge Maintenance Class Rate [AI l $18.63 2 $18.63 3 $18.63 4 $18.63 5 $18.63 6 $18.63 Note: The results shown above are not projections. (a) See Section 2.8:4 ofthe New Rate Methodology

.. Relative charge per turn

[Bj 3.00 2.00 1.50 1.25 1.00 0.75

(b) All bridges in Terminals 1, 2 and 3, and 6 bridges In Terminal6. (c) Per-bridge charge levied to airlines using preferential-use ho/drooms. (d) Per-turn rate levied to airlines using Common Use Holdrooms
. Hypothetical Year $1,719,000 43 $40,000 2,147 $18.63 Weighted loading Bridge Capital Rate [:=A"'B]

$55.89 $37.26 $27.95 $23.29 $18.63 $13.97

.(e) Weighting by aircraft class matches the weighting ofCommon Use Holdroom Rates.

### Exp~cted use of Common Use Holdrooms (by aircraft class):
Illustrative Maintenance: Class turns 1 400 2 1,600 3 5,400 4 1,500 5 75,200 6 3,600 87,700 Divided by: Number of LAWA-maintained loading bridges Estimated annual turns (per bridge) (weighted) Relative Illustrative charge per turn 3.00 2.00 1.50 1.25 1.00 0.75 turns (weighted) 1,200 3,200 8,100 1,900 75,200

2,700 92,300 43 2,147Exhibit G-5
LOADING BRIDGE RATE·· CAPITAL Illustrative Calculation pursuant to the Tariff · Los Angeles International Airport Calendaryear

LOADING BRIDG.E RATE·· CAPITAL (a) Capital costs of LAWA-owned loading bridges Divided by: Number ofLAWA-owned loading bridges (b)

Loading Bridge Capital Charge (per bridge) (c) Divided by: Estimated annual turns (per bridge) (weighted)

Loading Bridge Capital Rate (per full turn) (d) Loading Bridge Capital Rates (perfull turn) (by aircraft class): (e) Loading Relative Bridge Capital Class Rate [A] 1 $10.35 2· $10.35 3 $10.35 4 $10.35 5 $10.35 6 $10.35 Note: The results shown·above are ·not projections. (a) See Section 2.8.4 ofthe New Rate Methodology. charge per turn

[BJ 3.00 2.00 1.50 1.25 1.00 0.75

(b) All bridges in Terminals 1, 2, 3, 6 and TBIT (including remote gates). (c) Per-bridge charge levied to airlines using preferential-use holdrooms. (d) Per-turn rate levied to airlines using Common Use Holdrooms. Hypothetical Year $1,409,000 86 $16,000 1,547 $10.35 Weighted Loading Bridge Capital Rate [=A*B}

$31.05 $20.70 $15.53 $12.94 $10.35

$7.76

(e) Weighting by aircraft class matches the weighting ofCommon Use Holdroom Rates. Expected use of Common Use Holdrooms (by aircrafl-class):
Illustrative Capital: Class turns 1 1,500 2 6,000 3 14,800 4 1,100 5 85,900 6 8,800 118,100 Divided by: Number ofLAWA-maintained loading bridges Estimated annual turns(per bridge) (weighted) Relative Illustrative charge per turn 3.00 2.00 1.50 1.25 .1.00 0.75 turns (weighted) 4,500 12,000 22,200

1,400 85,900

7,000 133,000 86 1,547'' Exhibit B
TERMINAL flll!LD!NGS RATE Illustrative Calcu!ation pursuant to the Rate Agreement Los Angeles fnternational Airport

Unified Capital Requirement (a) Gross debt service Less: PFC revenues

Debt service Debt service coverage Amortization

Unified Capital Requirement Operations and Maintenance Requirement {b) Less: Terminal4 cost requirement

Terminal Buildings Requirement Calendar year

less: Tier One Terminal Buildings Revenue Sharing (c)

NetTerminal Buildings Requirement Divided by: Rentable Area (d)

Terminal Buildings Rate (afterTierOne Terminal Buildings Revenue Sharing) SignatoryTransitional Phase-In (STP) discount

Terminal Buildings Rate (per square foot)

Note: The results shown above are not projections. (a) See Section 2.2.1(a) ofthe New Rate Methodology. {b) See Section 2.2.l(b) of the New Rate Methodology. (c) See Section 4.1(a) ofthe !\ate Agreement. (d) See Section 1 ofthe New Rate Methodology. ·HypotheticaI Year $83,400,000 (52,600,000) $30,900,000 7,700,000 30,800,000 [A] $69,400,000 [Bj

. 221,700,000 [C] (33,950,000) [D=A+B+CJ $257,200,000 IEJ (800,000) [F=O+E] $256,400,000

[G] 2,070,000 [H=F/G] $123.86 15% $105.28

;;;::::;:;;::;=::;:;::;:;;;:;;;:;;;:::;:::;

### ,, Exhibit C
FIS RATE Illustrative Calculation pursuantto the Rate Agreement Los Angeles International Airport

Capital Costs Gross debt service Less: PFC revenues

Debt.service Debt service coverage Amortization

Capital Costs Operations and Maintenance Expenses

Gross FIS Requirement Calendar year

Less: Rental revenue ofspace in FISAreas from governmental agencies

Net FIS Requirement (a) Less: Tier One FIS Concession**R~venue** (b)

Net FIS Requirement

· Divided by: Deplaned International Passengers (c) FIS Rate (per deplaned international passenger)

Note: The results shown above are not projections. · (a) See Section 2.3 ofthe New Rate Methodology. (b) See Section 4.2 ofthe Rate Agreement. (c) See Section 1 ofthe New Rate Methodology.,

. . ' . . . . Hypothetical Year



### - $36,400,000

(9,400,000) $27,100,000 6,800,000 2;800,000 [Aj $36,700,000 [Bj 39,700,000 [C,A+B] $76,400,000

IDl (100,000) ' [E=C+D] $76,300,000

[F] (10,600,000) [G=E+F] $65,700,000

[H] 7,300,000 [•G/H] $9.00

;;;;;:;;:;:,:;::;:::;;:;:;:;;;:;;:;;:;:;;::=Exhibit D
COMMON USE HOLDROOM RATE Illustrative Calculation pursuant to the Rate Agreement Los Angeles International Airport Calendar year

Signatory Airline Terminal Buildings Rate (a) Times: Common Use Holdroom Space (square feet) Holdroom Requirement (b) Divided by: Estimated Turns (weighted by aircraft class) (c) Common Use Holdroom Rate (per full turn)
Common Use Holdro.om Rates (perfull turn) (by aircraft class): (c)
Common Use Class Holdroom Rate (A) 1 2 3 4 5 6
Note: The results shown above are not projections. (a} See illustrative Exhibit B. (b) See Section 2.4.1 ofthe New Rate Methodology. (c) See Section 2.4.2 ofthe New Rate Methodology.$240.58 $240.58 $240.58 $240.58 $240.58 $240.58

Expected use of Common Use Holdrooms (by aircraft class)

Class Illustrative turns

1 1,500 2 6,000 3 14,800 4 1,100 5 74,500 6 3,600 101,500 Relative charge per turn (B} 3.00 2.00 1.50 1.25 1.00 0.75

Relative charge per turn 3.00 2.00 1.50 1.25 1.00 0.75 Hypothetical Year

$105.28 268,000 $28,220,000 117,300 $240.58 

### =====::;;===== Weighted Common Use Holdroom Rate (::::A*B]

$721.74 $481.16 $360.87 $300.73 $240.58 $180.44

III ustratlve turns

(weighted) 4,500 12,000 22,200

1,400 74,500

2,700 117,300

### " Exhibit E
COMMON USE BAGGAGE ClAIM SYSTEM RATE Illustrative Calculation pursuantto the Rate Agreement Los Angeles International Airport Calendar year

Signatory Airline Terminal Buildings Rate [a) Multiplied by: Common Use Baggage .Claim Areas (square feet) Common Use Baggage Claim System Requirement (b) Divided by: Deplaned Domestic Passengers Common Use Baggage Claim System Rate (per deplaned domestic passenger)

Note: The results shown above are not projections. (a) See illustrativ·e Exhibit B. (b) See Section 2.5.1 ofthe New Rate Methodology. Hypothetical Year

$105.28

76,000 $8,001,000

9,192,000 $0.87 

## ============'' Exhibit F
COMMON USE OUTBOUND BAGGAGE SYSTEM RATE Illustrative calculation pursuant to the Rate Agreement Los Angeles International Airport Calendar year

Signatory Airline Terminal Buildings Rate. (a) Multiplied by: Common Use Outbound Baggage System Areas (square feet) Common Use Outbound Baggage System Requirement.(b) Less: Fees forTerminal 6 com.mon use bag make-up unit (c) Net Common Use Outbound Baggage System Requirement (c) Divided by: Enplaned Passengers Common Use Outbound Baggage System Rate (per enplane<! passenger)

.

Note: The_results shown above are not projections. (a) See illustrative Exhibit B. ·(b) See Section 2.6.1 ofthe New Rate Methodology. (c) Pursuant to Section 2.6.3 ofthe New Rate Methodology. Hypothetical Year

$105.28 152,000

.

. $16,003,000 (500,000) $15,503,000

10,594,000 $1.46

=======

### " Exhibit G
COMMON USE TICKET COUNTER RATE Illustrative Calculation pursuantto the Rate Agreement Los Angeles International Airport ·Calendaryear

Signatory Airline Terminal Buildings Rate (a). Multiplied by: Common Use Ticket Counter space (square feet) Common Use Ticket Counter Requirement (b) Divided by: Enplaned Passengers Common Use Ticket Counter Rate (per enplaned passenger)

Note: The results shown above are not projections. (a) See illustratjve Exhibit B. (b) See Section· 2.7.1 ofthe New Rate Methodology. Hypothetical Year

$105.28

17,000 $1,790,000

5,606,000 $0.32

::;:::;:;;:;;;:;;;:;;;;:;;;;;=:::::=::::'' Exhibit H
CALCUlATION OF TIER ONE REVENUE SHARING Illustrative Calculation pursuant to the Rate Agreement Los Angeles International Airport Calendar year Hypothetical Share Year TERMINAL BUILDINGS Concession Revenues Less: FY 2011 revenues (a) Revenues available forTier One
Tier One Terminal Buildings Concession Revenues
FIS F.IS Concessions (b)
Tier One FIS Concession Revenues

Note: Revenues generated in Terminal 4 are excluded. 50%

25%

(a) Escalates at Los Angeles CPl. In 2011; the CPI was 2.70% (b) Includes dutyfree and foreign exchange. $70,800,000 (69,200,000) $1,600,000

$soo,oop

$42,600,000 $10,600,000Exhibit I
DEPOSIT TO TRIF AND · TIER TWO REVENUE SHARING FUND DISTRIBUTIONS IllustrativeCalculation pursuant to the Rate Agreement Los Angeles International Airport Calendar year

Total Revenues In the Terminals
Less: Debtservice Less: Operations and Maintenance Expenses Less: Required Deposits

NetTerminal Cash Flow
TRIF**Dep~sit** NetTerminal Cash Flow Cap ·Annual deposit to TRIF
TRIF Balance TRIP Cap TRIF Balance Amount in excess ofTRIF Cap
TierTwo Revenue Sharing Deposit
TlerTwo Revenue Sharing Distribution

Airlirie (a) Airline 1 Airline 2 Airline 3 Airline 4 Airline 5 Total terminalarea revenues $30,000,000

20,000,000 10,000,000

5,000,000 1,000,000 $66,000,000
Note: The results shown above are not projections. (a). Only for airlines signatoryto the Rate Agreement. [A]

[B] {C:=A<B, then A, otherwise B}

[Dj [Ej [F=:E·D, If E>0]

[SO%xF]

Relative share of te'rminal-area revenues 45.5% 30.3% 15.2%

7.6% 1.5% 100.0% Hypothetical Year $500,000,000 ($58,000,000) (276,000,000)

(2,100,000) (336,100,000) $163,900,000

$125,000,000

125,000,000

$500,000,000

520,000,000 $20,000,000 $10,000,000

Tier Two Credits $4,500,000

3,000,000 1,500,000

800,000 200,000 $10,000,000