BEFORE THE

UNITED STATES DEPARTMENT OF TRANSPORTATION

FEDERAL AVIATION ADMINISTRATION

OFFICE OF THE ASSOCIATE ADMINISTRATOR FOR AIRPORTS

WASHINGTON, D.C.

FINAL APPLICATION

UNDER 49 U.S.C. § 47134 FOR THE LONG-TERM LEASE OF

LUIS MUNOZ MARIN INTERNATIONAL AIRPORT

DOCKET NO. FAA-2009-1144

FIRST SUPPLEMENT

All correspondence with respect to the

Final Application should be addressed to:

David Alvarez Eng. Víctor A. Suárez

Executive Director Executive Director

Puerto Rico Public-Private Partnerships Authority Puerto Rico Ports Authority

Roberto Sanchez Vilella Government Center 64 Lindbergh Street

De Diego Avenue, Stop 22 Isla Grande, Puerto Rico 00907

San Juan, Puerto Rico 00907 Phone: (787) 729-8715, ext. 2281/2280

Phone: (787) 722-2525, ext. 152010/15211 Fax: (787) 722-7867

Fax: (787) 728-0963 E-Mail: vasuarez@prpa.pr.gov

E-Mail: david.alvarez@bgfpr.com
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FIRST SUPPLEMENT TO THE FINAL APPLICATION

The following information supplements the Final Application of the Puerto Rico Ports Authority

(the “PRPA”) for the Long-Term Lease of Luis Muñoz Marín International Airport (“LMM” or

“SJU”), which was filed with the FAA on September 10, 2012. Capitalized terms have the same

meanings as in the Final Application, and references are to the Parts and Sections set forth in the

Final Application.

PART IV

Section E

The first sentence of Part IV, Section E is modified to change the words “Aerostar intends to

fully comply” to “Aerostar will comply.”

Section 3.4(b) of the Lease Agreement specifically provides that “[t]he Lessee hereby confirms

its acceptance of all Grant Agreements, including the assurances contained therein.” The section

grants to the Secretary and the FAA and to other federal agencies rights as third-party

beneficiaries to enforce all obligations under the Grant Agreements. As set forth in the

Application, Aerostar is aware of these obligations and is putting in place appropriate procedures

and personnel necessary to fulfill those obligations.

With respect to Grant Assurance 21 (Compatible Land Use), reference is made to Section 3.4(b)

of the Lease Agreement, under which the PRPA specifically “agrees that it will carry out the

terms of any Grant Agreements relating to property or activities that are not part of the LMM

Airport Facility.” A new sentence is hereby be added at the end of Part IV, Section E, as

follows: “In accordance with Section 3.4(b) of the Lease Agreement, the PRPA, in coordination

with Aerostar, will exercise its powers to support necessary actions to assure compatible land

use.”

Section G

In connection with Aerostar’s submission of its final proposal to enter into the Lease Agreement,

the PRPA obtained certifications from Aerostar as to the absence of charges of the type

identified against Aerostar or its key personnel.
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PART V

Section A

The following provides further detail with respect to certain proposed uses of proceeds of the

Lease Agreement:

Early Retirement Fund: In recent years, the PRPA has participated in the Puerto Rico Early

Retirement Incentive Program (“Act No. 70”). Act No. 70 is applicable to all eligible employees

who have at least five years in public service. Under Act No. 70, the employer will provide

either an incentive or a pension depending on the years of service. If the employee has less than

15 years of service, the employer will pay a onetime incentive depending on years of service. If

the employee has more than 15 years of service, the employer will pay a pension between 50%

and 65% of the last two years of service, depending on the amount of eligible years of service.

Once the employee has reached the official retirement year, then the employer will transfer the

responsibility of retirement payments to the Retirement System of the Government of Puerto

Rico. Additional benefits for employees over 15 years of service include the payment of one

year of medical insurance and employer contribution portion due to the Employees Retirement

System of the Government of Puerto Rico.

The PRPA initially estimates that 224 employees will be eligible for a new round of early

retirement under Act No. 70. These initial estimates of the PRPA indicate that the cost of the

retirement window for 224 eligible employees can reach $47.3 million. This cost includes the

payment of retirement pensions, the value of the corresponding Retirement System contributions,

plus the value of corresponding sick and vacation days. The estimated cost of $47.3 million is

subject to change and includes at least two modifications from previous rounds of Act No. 70

that are favorable for eligible employees. These modifications, which are still subject to final

revisions, are the following:

" $700 monthly reimbursement of medical insurance for five years (previous rounds of Act

No. 70 establish medical insurance for only one year); and

" $900 bonus for years of service at the PRPA beginning with 29 years (previous rounds

under Act No. 70 did not include a cash bonus).

Attached hereto as Exhibit A is a spread sheet showing the calculation of the estimated costs

reflected in the Early Retirement Fund.

Reserve for GDB Guaranty: In order to consummate the transaction, all bidders required that the

Government Development Bank of Puerto Rico (the “GDB”) agree to guarantee certain

obligations of the PRPA. The GDB Guaranty is set forth as Schedule 15 to the Lease

Agreement, which has been filed with the Final Application. The potential obligations of the

PRPA under the Lease Agreement are very large, including, in the event of various actions in

violation of Lease Agreement terms, the obligation to make termination payments that are

calculated based upon the initial Lease Agreement proceeds. The PRPA’s financial resources do

not provide the necessary assurance as to such obligations. As a condition of its guarantee, the

GDB has insisted upon the funding of a limited reserve of $15 million to provide some assurance
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against loss if it should be obligated to carry out its obligations. The amount of the reserve is

limited compared to the potential liability, and the PRPA believes that it is reasonable under the

circumstances and necessary in order to allow the transaction to be consummated.

Transaction Costs: The PRPA, in coordination with the PPP Authority and the Government

Development Bank for Puerto Rico, has initially set aside an amount of $20 million in order to

cover transaction costs. According to Section 17 of the Puerto Rico PPP statute (Act No. 29), the

costs related to the transaction and incurred by the PPP Authority must be paid or reimbursed to

the PPP Authority before the repayment of any debts. The latest estimation of the PPP Authority

for transaction costs reaches $15.8 million. Transaction costs include professional services

rendered by technical and financial advisors, legal counsel, tax and accounting specialists,

environmental services, aviation advisory services, public communications services and certain

operational costs of the PPP Authority, among others.

Other Costs: The PRPA has initially set aside $5 million to cover a potential payment to the

Internal Revenue Service under the Voluntary Closing Agreement Program relating to the

termination of certain American Airlines-supported debt relating to financing of LMM facilities

and to cover costs of completing certain airport improvements that have been committed by the

PRPA to airlines operating at the Airport.

The early retirement fund, GDB Guaranty reserve, transaction costs and other costs are based on

current estimates. If these amounts are reduced, any additional savings would be applied toward

the payment of PRPA obligations, including costs of new amendments to the collective

bargaining agreement described below in this supplement.

As described in Sections A and B of Part V of the Application, the use of LMM airport revenues

to pay non-LMM debt of the PRPA is excluded from the prohibition on diversion of airport

revenue because of the “grandfather” provisions of 49 U.S.C. § 47107(b).

As also stated in the Application, the amount of non-LMM debt that is expected to be paid with

proceeds of the Lease Agreement, approximately $120 million, is less than the amount of debt

that had been issued for PRPA activities outside LMM and that had been authorized to be paid in

whole or in part with LMM revenues as of 1996, the date specified in 49 U.S.C. § 47115(f) for

purposes of determining whether continued reliance upon the grandfather exemption is

appropriate. The records of the PRPA do not allow us to determine the actual amount of LMM

revenues that were being used for payment of such debt in 1996 since financial records were

maintained on a commingled basis. We note, however, that the relevant calculation for present

purposes would be the total LMM revenues that could be used for that purpose over the term of

the Lease Agreement. While we cannot determine the amount precisely, even a relatively low

amount of such LMM revenues in 1996 would aggregate over the term of the Lease Agreement

more than the amount of non-LMM debt to be paid with proceeds. Under these circumstances,

we believe this factor should be considered, along with the other factors set forth in the

Application to support the application for the exemption. In addition, Aerostar requests

confirmation that the grandfather status of LMM would not impact its ability to apply for and

receive AIP discretionary funds it would otherwise be eligible for under the pilot program.
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In addition to the amounts previously identified in Part V, Section A of the Application and

further supplemented above, the PRPA and Aerostar request exemption for the establishment of

the “Puerto Rico Air Travel Promotion and Support Fund” under Section 4.9 of the new Airport

Use Agreement and the disbursement of funds therein in accordance with its terms. Such fund is

being established, with the consent of the Airlines, as an incentive to promote increased traffic at

the Airport.

Finally, based on the most recent estimates explained above, $500 million (rather than $505

million, as indicated in the Final Application) is expected to be used toward the retirement of

PRPA debt; and $115 million (rather than $110 million) is expected to be used for other

purposes. Within a reasonable period following the closing, the PRPA will provide the FAA

with a complete accounting of the specific use of proceeds of the transaction consistent with the

description in the Final Application.

Section B

The remaining unamortized value of assets financed with FAA grants, based on their estimated

useful lives, is approximately $49 million. Attached hereto as Exhibit B is a schedule of such

assets and the calculation of the remaining unamortized value.

In August 2012, following the announcement of the Lease Agreement with Aerostar, the

Department of Transportation announced that LMM would receive a $14.99 million multi-year

grant to improve runway safety at the airport, which is contemplated to be transferred to Aerostar

upon approval of the transaction. The award of this grant following the announcement of the

Lease Agreement provides further support for the fact that repayment of federal grants in

connection with the transaction would not be appropriate or warranted by any applicable federal

policy.

Section C

As described in the Final Application, under the terms of the transaction any return to Aerostar

must be consistent with (i) its continuation of airline rates and charges under the terms of the

new Airport Use Agreement at levels significantly below those that would otherwise be

applicable, (ii) its compliance with strict standards of operations and requirements for capital

adequacy and maintenance under the Operating Standards and (iii) its maintenance of required

reserves at the Airport. In addition, any return on investment to Aerostar will be the result of its

providing the highest bid for the Lease Agreement after an intensive competitive process among

major airport operators described in Part I of the Application. These factors strongly support the

conclusion that the return to Aerostar under the terms of the transaction will be a reasonable one.

Aerostar has separately provided a confidential briefing to the FAA on its projected revenues and

return on investment.

In addition, as evidenced in the public docket, the project enjoys support from all stakeholders –

from the airlines to public officials. An overwhelming majority of Puerto Rican stakeholders

recently expressed their support during the public comment period that closed in November

2012. Political advocates include Resident Commissioner of Puerto Rico in the U.S. Congress,

Hon. Pedro R. Pierluisi, as well as Puerto Rico’s Democrat Governor Alejandro García Padilla
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and former Republican Governor Luis Fortuño. Additional supporters include the Mayors of

Aguadilla and Ponce, as well as the Mayor of Fajardo, the largest municipality in close proximity

to Ceiba.

Local businesses support the proposed transaction. Such supporters include the local Chamber

of Commerce, the Puerto Rico Products Association and the Puerto Rico Manufacturers

Association which represent over 10,000 Puerto Rican businesses. Other supporters include

tourism groups such as the Hotel Association, the Puerto Rico Convention Bureau and the Small

Hotel Association, as well as business interests such as trade associations and the airlines.

To further support its exemption requests, Part V.C of the Application is replaced in its entirety

with the following:

C. Describe the specific exemption requested by the private operator under 49 U.S.C. §

47134(b)(3), from the prohibition on use of airport revenue for general purposes,

including the anticipated amount of airport revenue to be used for compensation of the

private operator, the source of airport funds involved, and a description of the effect, if

any, on air carrier or other aeronautical user fees:

Pursuant to 49 U.S.C. § 47134(b)(3), Aerostar requests an exemption from the

provisions of 49 U.S.C. §§ 47107 and 47133 and any other law, regulation, or grant

assurance to the extent necessary to allow Aerostar to earn compensation from the

operations of the airport, including the ability to earn, retain, and use for purposes of

payment of debt, distributions to equity holders, payments under the Lease Agreement,

or otherwise, all of the compensation and/or net revenues from airport operations that

it earns in accordance with the Lease and new Airport Use Agreement and including a

reasonable rate of return on the private operator’s investment and risk undertaken in

operating SJU.

The exemption requested under this Part V.C will only have a positive effect on air

carrier and other aeronautical user fees described in Part III.B.4 of this application. The

transaction is financially sound and in keeping with best practices of other public-privatepartnerships. Pursuant to Section 3.8 of the Lease, Aerostar has agreed to maintain at

all times during the Lease, subject to specified use rights and replenishment obligations,

(a) a debt service reserve equal to the total amount of debt payable with respect to

SJU in the current year and (b) an operating expense reserve equal to 25% of the

projected operating expenses for SJU for the current year. Aerostar must deliver each

quarter to the PRPA a certificate in which it warrants that it is in compliance with

the reserve requirements of Section 3.8 of the Lease.

Initial leverage in the transaction is 52% debt and 48% equity, a ratio that has allowed

Aerostar to achieve investment grade ratings from one of the leading rating agencies in

the capital market. Under the Lease, any increase in Leasehold Mortgage Debt (as

defined in the Lease) or any other Qualified Debt (as defined in the Lease) requires the

submission to the PRPA of an appraisal demonstrating that, at the time of occurrence, the

aggregate amount of the Leasehold Mortgage Debt and other Qualified Debt is not in

excess of 80% of the fair market value of Aerostar’s remaining interest in the Lease.
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Section 18.1 provides that any Leasehold Mortgage (as defined under the Lease) is

subject and subordinate to the provisions of the Lease, including Aerostar’s obligations to

comply with the Operating Standards and fulfill the terms of all grant assurances. In

addition, as provided in Section 3.4(e) of the Lease, the Lease and any Leasehold

Mortgage are subject and subordinate in all respects to Aerostar’s obligations under any

existing or future agreement or assurance between Aerostar and the United States

government.

This public-private partnership will reinvigorate SJU to better serve residents, workers,

and travelers alike. The significant benefits that will accrue to the many stakeholders

of the airport as a result of this transaction include:

" PRPA:

As part of the transaction there will be multiple new revenue streams for the PRPA,

with cash payments alone totaling approximately $1.2 billion over the term of the

lease. The revenue will come in the form of a $615 million upfront payment from

Aerostar to the PRPA, and anticipated $550 million in annual payments over the

course of the forty year lease. Additionally the PRPA will benefit from

approximately $1.4 billion in airport capital expenditures over the term of the lease –

$200 million of which is planned for the first three years. This cash infusion will help

stabilize the PRPA finances, allowing PRPA to reduce its debt burden, and create a

sustainable and solvent organization that will be in a much stronger financial position

to meet the future development needs of Puerto Rico.

" SJU:

From a capital investment perspective, Aerostar’s capital investment is nearly four

times greater than the PRPA’s average annual investment in LMM in recent years.

Between fiscal years 2006 and 2012, the PRPA’s average annual investment in the

airport was $13.5 million. Aerostar proposes to invest approximately $46 million per

year between 2013 and 2017. The estimated cost of the General Accelerated

Upgrades alone is $16-20 million. From a managerial perspective, the airport will

benefit from Aerostar’s cohesive and coherent management vision. With the

appointment of Aerostar as a committed, long-term operator, capital expenditures will

be deployed more efficiently and with the best interests of the traveler in mind. The

airport will benefit from a long-term plan, and the result will be best-in-class

infrastructure, increased volume, and a comprehensive passenger experience.

" Airlines and General Aviation:

SJU will receive an estimated $1.4 billion in new capital improvements over the term

of the lease, specifically targeted by Aerostar to expand the capacity and service

levels at the airport and to upgrade and replace the existing airfield and terminal

infrastructure.
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The Airlines have unanimously supported this transaction, which provides

management stability at SJU and reduces their projected airport costs by over $100

million on a net present value basis over the first 15 years of the Lease. As described

in Part III.B.4, during the period between closing of the Lease and the end of the fifth

full calendar year of the term, the total annual airline fees (including landing and

terminal fees), will not exceed $62 million. Beginning in the sixth full calendar year

of the term, the amount of total annual airline fees will be increased each year only by

a percentage not to exceed the percentage increase in “core” inflation (i.e., the annual

percentage change in Consumer Price Index, excluding food and energy). This

decrease in airport fees is anticipated to stimulate traffic and lead to greater route

diversity to and from the San Juan market.

As further described in Part VII.A.11, general aviation will also benefit from the

lower airport fees agreed to in the lease, as well as the planned airfield capital

improvements that will increase capacity and safety at SJU. Financial and

management stability at SJU will encourage new business initiatives at SJU such as

upgraded and improved facilities and services from the airport’s fixed base operators.

Aerostar does not currently intend to apply to operate the FBOs at SJU as a way of

supporting the local business operators for general aviation at SJU.

" Airport Employees:

All current airport employees will be eligible to continue employment with the PRPA

or be hired as new employees of Aerostar. As a wholly-owned government

instrumentality, the PRPA is not subject to the National Labor Relations Act

(“NLRA”) or the Labor Management Relations Act (“LMRA”) and must comply

with Act No. 130 of the Legislative Assembly of Puerto Rico, enacted on May 8,

1945, as amended, also known as the “Puerto Rico Labor Relations Act” (“PRLRA”).

The current Collective Bargaining Agreement (“CBA”) between the union and the

PRPA is designed for employees of a government instrumentality governed

exclusively by the PRLRA. However, since Aerostar is a private company, it is

subject to the NLRA and the LMRA. The current CBA between the PRPA and the

union contains many provisions that would be in violation of the NLRA and/or the

LMRA and therefore Aerostar cannot become a party to the current CBA.

As Aerostar committed in the Lease, it has already completed more than 150

interviews of current airport employees, which represents all of the airport employees

who have applied for an interview. As Aerostar transitions into, and the finalizes, the

closing of the Lease and management of the Airport, it intends to continue to

interview additional employees and seek to maximize retention of employees.

Throughout this process, Aerostar will offer fair and market comparable wages, as

well as the opportunity to join a world-class organization committed to transforming

SJU into the leading airport in the Caribbean, for those applicants who are interested

and qualified. Employees who do not join Aerostar will remain employed by the

PRPA in other capacities, but under the same compensation and benefit package they

currently enjoy under the CBA. This mutually beneficial arrangement provides

current PRPA employees the option of new career opportunities with Aerostar or the
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ability to continue their employment with the PRPA under the terms negotiated by

their union.

" Regional Airports:

The proposed transaction will provide for a stable PRPA, the owner and operator of

the regional airports. The transaction facilitates funding for the support of regional

airports. The PRPA will set aside a minimum of $25 million out of the $615 million

upfront commitment for the development of regional airports. In addition, regional

airports will benefit from an anticipated $550 million in annual payments over the

course of the forty year lease to the PRPA. As a result of such benefits, the Mayors

of the municipalities in which the two largest regional airports are located, Aguadilla

and Ponce, submitted comments to the Federal Register in support of the transaction.

To provide perspective, Aguadilla, Ponce and LMM handle approximately 99% of

commercial enplanements in Puerto Rico.

" Puerto Rico Economy:

This transaction is expected to substantially increase economic growth in Puerto Rico.

According to the Economic Impact Assessment of the Luis Muñoz Marín

International Airport Public Private Partnership (EstudiosTecnicos, Inc., June 2012),

during the initial ten years of the Lease Agreement, local businesses are expected to

benefit from an additional $2.3 billion annually in new commercial activity – which

translates to nearly 15,000 new jobs and $437 million in annual salaries.

This partnership and the resulting infrastructure improvements will significantly

increase travel through Puerto Rico – leading to an estimated increase of $8.8 billion

in additional visitor expenditures within the first ten years. Analysis on the economic

impact of new airline service to Puerto Rico commissioned by the Puerto Rico

Department of Economic Development and Commerce and also included in the FAA

application revealed that each new daily flight from the U.S. to Puerto Rico “is

estimated to produce a direct spending impact of $43.4 million per year,” which

amounts to a $76.9 million annual contribution to Puerto Rico’s GDP.

In exchange for these multiple stakeholder benefits, Aerostar expects to earn a reasonable

rate of return (including cost of capital and risk premium) on its capital expenditure

projects (excluding those that are the recipient of past Airport Improvement Program

grants) and aeronautical rates and charges after operating and cost commitments are

satisfied. Additionally, Aerostar plans to increase its revenue by further developing the

non-aeronautical revenues from the Airport, which have never been the recipient of any

federal grants.
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PART VII

Section A(3)

Attached as Exhibit C to this Supplement is a copy of the opinion of Aerostar’s counsel with

respect to the continued operation of the airport in the event of bankruptcy or other financial or

legal impairment of the private operator.

Section A(10)

The following is a description of the current status of Aerostar’s compliance with the provisions

of the Lease Agreement relating to current LMM employees. Aerostar has already completed

more than 150 interviews of current Airport employees, which represents all of the Airport

employees who have applied for an interview. As Aerostar transitions into, and then finalizes,

the closing of the Lease and management of the Airport, it intends to continue to interview

additional employees. Throughout this process Aerostar will offer fair and market comparable

wages, as well as the opportunity to join a world-class organization committed to transforming

SJU into the leading airport in the Caribbean, for those applicants who are interested and

qualified. Employees who do not join Aerostar will remain employed by the PRPA in other

capacities, but under the same compensation and benefit package they currently enjoy under the

CBA. This mutually beneficial arrangement provides current PRPA employees with the option

of new career opportunities with Aerostar or the ability to continue their employment with the

PRPA under the terms negotiated by their union..

In the meantime, the PRPA and the HEO labor union entered into a new collective bargaining

agreement, the English translation of which is attached as Exhibit D. In general terms, the new

collective bargaining agreement provides for increases in monthly salaries to HEO union

employees and proposes increases in the PRPA’s contributions to HEO’s Wellbeing Fund and

augments the daily expense allowance for eligible employees. In addition, the agreements

include the payment of a “signing cash” bonus for all HEO employees. As described above,

Aerostar is not eligible to become a party to this agreement.

The PRPA has separately provided a new collective bargaining agreement to the FAA. Aerostar

continues to maintain a direct and open communication with PRPA labor union leaders as a way

to build trust and a productive relationship with the workforce.

Section A(11)

The following are specific benefits of the proposed transaction for general aviation at LMM and

other airports in Puerto Rico:

Reduced landing fees. Landing fees under the new Airport Use Agreement will be reduced from

those projected under continued management by the PRPA. Those reduced fees will be

maintained under the terms of the agreement for five years without escalation, and thereafter

increased only with core inflation. This is a cost savings for all airlines, resulting additionally in

savings to landing rates for general aviation users.
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LMM improvements. Aerostar will undertake capital improvements at the airport that will

benefit all airport users, including the repair of access roads, airport lighting, taxiways, and

runways.

Regional airport improvements. The Regional Airport Plan provides for the PRPA to focus

specifically on the needs of the general aviation following completion of the LMM transaction.

ASUR General Aviation Benefits. Attached as Exhibit E to this Supplement is a summary of

general aviation benefits, enhancements, and service improvements provided by ASUR at

Cancun International Airport post-privatization.
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ADDITIONAL INFORMATION

Material Litigation

Attached as Exhibit F is a list of all material litigation to which the PRPA is a party involving the

Airport. Litigation with concessionaires or other contractors relates to the interpretation or

application of contracts to various aspects of Airport operations and does not arise out of the

proposed lease of the Airport.

December 28, 2012 Correspondence

Attached as Exhibit G is a copy of the e-mail correspondence from the Executive Director of the

PPP Authority, David Alvarez, concerning a letter dated September 15, 2011, from the PRPA to

Alliance Duty Free, Inc.

Airport Property; First Amendment to the Lease Agreement

The PRPA and Aerostar have revised Schedule 1 to the Lease Agreement with respect to the

Airport property. Attached as Exhibit H is a copy of the First Amendment to the Lease

Agreement, including Schedule 1 to the Lease Agreement as revised. The First Amendment also

revises Section 3.4(a) of the Lease Agreement to provide that the PRPA, in addition to Aerostar,

is responsible for ensuring that safety and security at the Airport are maintained at the highest

levels and that any collective bargaining agreement covering employees at the Airport in effect

as of the closing will not be abrogated.

Regional Airports Plan

Attached as Exhibit I are responses of the PRPA to the FAA’s summary review of the Regional

Airports Plan.

Airline Use Agreement Changes; Capacity Enhancement Plan

Attached as Exhibit J is a copy of the agreed-upon Capacity Enhancement Plan between Aerostar

and the Airlines, which has the effect of amending certain elements of the Airline Use

Agreements.

Collective Bargaining Agreement Responses

Attached as Exhibit K is a copy of correspondence from Acevedo & Acevedo Law Offices, labor

counsel to the PRPA, with respect to certain questions from the FAA with respect to the

collective bargaining agreement covering employees at the Airport.

Concessions Process at the Airport

Attached as Exhibit L is email correspondence from the Executive Director of the PPP

Authority, David Alvarez, regarding the PRPA’s process with respect to retail concessions at the

Airport.
EXHIBIT A TO SUPPLEMENT

Retirement Fund Calculation

See Attached
EXHIBIT A TO SUPPLEMENT*

Summary Table of Costs of Proposed Retirement Plan under Act 70*

2012 2013 2014 2015 2016 2017 2018 Grand Total /

Elegible Employees Actual Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Act 70 Plan

Trust Employees 5 3 1 1 5Carrer Management Employees 58 14 8 13 6 6 11 58HEO Employees 117 29 9 19 16 25 19 117UDEM Employees 44 18 3 11 3 5 4 44

Total Elegible Employees 224 64 20 44 25 36 35 224Salaries

Trust Employees 397,056 $193,905 $156,681 $268,632 $619,218Carrer Management Employees $3,006,934 $540,432 $693,429 $1,440,288 $853,596 $1,137,780 $2,324,416 $6,989,941HEO Employees $4,301,047 $846,191 $483,421 $1,538,243 $1,710,122 $3,454,294 $2,635,086 $10,667,356UDEM Employees $1,750,413 $545,018 $176,280 $967,600 $356,903 $746,460 $616,723 $3,408,985

Gross Salary Costs $9,455,450 $2,125,545 $1,353,130 $4,102,811 $2,920,622 $5,338,535 $5,844,857 $21,685,499Benefits

Christmas Bonus $578,816 $0 $0 $0 $0 $0 $0 $0Sinot / Drivers Insurance $12,096 $0 $0 $0 $0 $0 $0 $0Social Secutiry $723,342 $0 $0 $0 $0 $0 $0 $0Retirement System (1% annual increase) $1,066,102 $479,310 $332,193 $1,089,296 $833,837 $1,630,922 $1,902,501 $6,268,061Medical Insurance ($700.00) est. $1,881,600 $0 $0 $0 $0 $0 $0 $0State Insurance Fund $283,663 $0 $0 $0 $0 $0 $0 $0

Total Benefits $4,545,619 $479,310 $332,193 $1,089,296 $833,837 $1,630,922 $1,902,501 $6,268,061Salaries + Benefits $14,001,069 $2,604,856 $1,685,323 $5,192,108 $3,754,459 $6,969,457 $7,747,358 $27,953,560Additional Benefits

Special Bonus $900 x 30 Years ($27k / Employee) $1,670,400 $504,000 $1,069,200 $585,000 $810,000 $756,000 $5,394,600Incentive Bonus 30yrs Up / $25,000.00 21 $525,000 $525,000Incentive Bonus 24-29yrs / $20,000.00 $860,000 $400,000 $880,000 $500,000 $720,000 $700,000 $4,060,000Medical Insurance x 5 yrs ($700.00est) $2,688,000 $840,000 $1,848,000 $1,050,000 $1,512,000 $1,470,000 $9,408,000

Total Additional Benefits $5,743,400 $1,744,000 $3,797,200 $2,135,000 $3,042,000 $2,926,000 $19,387,600Estimated Annual Savings to PRPA $14,001,069Estimated Costs of Retirement Plan Act 70 $8,348,256 $3,429,323 $8,989,308 $5,889,459 $10,011,457 $10,673,358 $47,341,160* Source: PRPA. Estimations subject to change.
EXHIBIT B TO SUPPLEMENT

Unamortized Value of Grant-Financed Assets

See Attached
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C;E = B5 1@ 9= )$-($&&',$&'-$'//( '//( BMPIJQSQ[I[M 1WYVU '#'(+#*,, ! (#+*.#,'+ ! )#,-*#&.' ! (& )#,-*#&.' ! $ !C;E = B5 1@ 9= )$-($&&',$&'.$'//( '//( BMPIJQSQ[I[M 1WYVU )*(#+&& $ )*(#+&& (& )*(#+&& $ C;E = B5 BG 9= )$-($&&',$&'.$'//( '//( BMPIJQSQ[I[M B\U^I` /,#,(/ $ /,#,(/ (& /,#,(/ $ C;E = B5 DG 9= )$-($&&',$&'.$'//( '//( BMPIJQSQ[I[M DI_Q^I` )//#-() $ )//#-() (& )//#-() $ C;E = 31 DG 3? )$-($&&',$&'/$'//) '//) 3VUZ[Y\K[ DI_Q^I` '#+(&#/'+ '#/(&#../ )#**'#.&* (& )#(,/#-'* '-(#&/&C;E = @< @< =1 )$-($&&',$&'/$'//) '//) 3VUL\K[ 1QYWVY[ =IZ[MY @SIU C[\L` '&'#,&/ $ '&'#,&/ & '&'#,&/ $ C;E = C1 5A C5 )$-($&&',$&'/$'//) '//) 1KX\QYM CMK\YQ[` 5X\QWTMU[ .+#'(/ $ .+#'(/ '& .+#'(/ $ C;E = CD D5 =C )$-($&&',$&'/$'//) '//) 1KX\QYM 8IULQKIW @IZZMUOMY <QN[ 4M]QKM ''+#.'. $ ''+#.'. '+ ''+#.'. $ C;E = B5 DG 9= )$-($&&',$&(&$'//) '//) BMPIJQSQ[I[M DI_Q^I` '#&)*#'-' $ '#&)*#'-' (& /.(#*,( +'#-&/C;E = C1 ?D C7 )$-($&&',$&(&$'//) '//) 9UZ[ISS 7\QLIUKM CQOUZ '*'#/(* $ '*'#/(* '+ '*'#/(* $ C;E = C1 5A C5 )$-($&&',$&('$'//* '//* 1KX\QYM CMK\YQ[` 5X\QWTMU[ .-)#))+ $ .-)#))+ '& .-)#))+ $ C;E = CD BG C6 )$-($&&',$&(($'//* '//* 9TWYV]M B\U^I` CINM[` 1YMI +#.,&#-*, $ +#.,&#-*, (& +#(-*#,-' +.,#&-+C;E = CD DG 3? )$-($&&',$&(($'//* '//* 3VUZ[Y\K[ DI_Q^I` $ '(#)-/#''' '(#)-/#''' (& ''#'*'#(&& '#()-#/''C;E = CD DG 3? )$-($&&',$&()$'//+ '//+ 3VUZ[Y\K[ DI_Q^I` '#&'(#+-, ,#-+&#+&- -#-,)#&.) (& ,#+/.#,(' '#',*#*,(C;E = CD 5A =C )$-($&&',$&(*$'//+ '//+ 1KX\QYM 1QYKYIN[ BMZK\M " 6QYM 6QOP[QUO 5X\QWTMU[ */#),& $ */#),& '+ */#),& $ C;E = CD DG3? )$-($&&',$&(+$'//+ '//+ 3VUZ[Y\K[ DI_Q^I` +#)-&#(*. $ +#)-&#(*. (& *#+,*#-'' .&+#+)-C;E = @< @< =1 )$-($&&',$&(,$'//, '//, 3VUL\K[ 1QYWVY[ =IZ[MY @SIU C[\L` '&+#+,* $ '&+#+,* & '&+#+,* $ C;E = C1 5A C5 )$-($&&',$&(,$'//, '//, 1KX\QYM CMK\YQ[` 5X\QWTMU[ '''#(-. $ '''#(-. '& '''#(-. $ C;E = B5 1@ 9= )$-($&&',$&(-$'//, '//, BMPIJQSQ[I[M 1WYVU -),#'.' $ -),#'.' (& +..#/*+ '*-#(),C;E = B5 1@ 9= )$-($&&',$&(.$'//- '//- BMPIJQSQ[I[M 1WYVU +('#**& $ +('#**& (& )/'#&.& ')&#),&C;E = B5 BG 9= )$-($&&',$&(.$'//- '//- BMPIJQSQ[I[M B\U^I` )#/,*#,)' $ )#/,*#,)' (& (#/-)#*-) //'#'+.C;E = 31 DG3? )$-($&&',$&(/$'//. '//. 3VUZ[Y\K[ DI_Q^I` *.+#-*, $ *.+#-*, (& )*&#&(( '*+#-(*C;E = C1 5A B6 )$-($&&',$&(/$'//. '//. 1KX\QYM 1QYKYIN[ BMZK\M " 6QYM 6QOP[QUO FMPQKSM )),#')' $ )),#')' '+ )')#-(( ((#*&/C;E = C1 BG C6 )$-($&&',$&)&$'//. '//. 9TWYV]M B\U^I` CINM[` 1YMI $ (/+#*+/ (/+#*+/ (& (&,#.(' ..#,).C;E = C1 5A C5 )$-($&&',$&)'$'/// '/// 1KX\QYM CMK\YQ[` 5X\QWTMU[ )*&#+)) $ )*&#+)) '& )*&#+)) $ C;E = C1 5A C5 )$-($&&',$&)($'/// '/// 1KX\QYM CMK\YQ[` 5X\QWTMU[ '#'/*#(*+ $ '#'/*#(*+ '& '#'/*#(*+ $ C;E = C1 5A C5 )$-($&&',$&))$'/// '/// 1KX\QYM CMK\YQ[` 5X\QWTMU[ ((&#-+) $ ((&#-+) '& ((&#-+) $ C;E = B5 BG <9 )$-($&&',$&))$'/// '/// BMPIJQSQ[I[M B\U^I` <QOP[QUO '&+#&., $ '&+#&., (& ,.#)&, ),#-.&C;E = @< @< =1 )$-($&&',$&))$'/// '/// 3VUL\K[ 1QYWVY[ =IZ[MY @SIU C[\L` (,+#+(& $ (,+#+(& & (,+#+(& $ C;E = CD 1@ 3? )$-($&&',$&)*$(&&& (&&& 3VUZ[Y\K[ 1WYVU .'.#.), $ .'.#.), (& */'#)&( )(-#+)*C;E = CD D5 9= )$-($&&',$&)*$(&&& (&&& 9TWYV]M DMYTQUIS 2\QSLQUO ((&#+&& $ ((&#+&& (& ')(#)&& ..#(&&C;E = CD DG3? )$-($&&',$&)*$(&&& (&&& 3VUZ[Y\K[ DI_Q^I` *+-#.&& $ *+-#.&& (& (-*#,.& '.)#'(&C;E = C1 24 5H )$-($&&',$&)*$(&&& (&&& 9TWYV]M 1QYKYIN[ BMZK\M " 6QYM 6QOP[QUO 2\QSLQUO )++#'(+ $ )++#'(+ '+ (.*#'&& -'#&(+C;E = CD DG 9= )$-($&&',$&)*$(&&& (&&& 5_[MUL DI_Q^I` (#()(#-'' $ (#()(#-'' (& '#))/#,(- ./)#&.*C;E = ?D 7D 13 )$-($&&',$&)*$(&&& (&&& 9TWYV]M 1KKMZZ BVIL ,-&#&+& $ ,-&#&+& (& *&(#&)& (,.#&(&C;E = @< @< =C )$-($&&',$&)*$(&&& (&&& 3VUL\K[ =QZKMSSIUMV\Z C[\L` *()#/&& $ *()#/&& & *()#/&& $ C;E = C@ BG 6B )$-($&&',$&)+$(&&' (&&' 7YVV]M B\U^I` +'*#'.+ $ +'*#'.+ (& (.(#.&( ()'#).)C;E = C1 5A C5 )$-($&&',$&)+$(&&' (&&' 1KX\QYM CMK\YQ[` 5X\QWTMU[ ',&#,-& $ ',&#,-& '& ',&#,-& $ C;E = C1 5A B6 )$-($&&',$&)+$(&&' (&&' 1KX\QYM 1QYKYIN[ BMZK\M " 6QYM 6QOP[QUO FMPQKSM ++.#*() $ ++.#*() '+ *&/#+'& '*.#/')C;E = ?D 7D 13 )$-($&&',$&)+$(&&' (&&' 9TWYV]M 1KKMZZ BVIL /'#/*& $ /'#/*& (& +&#+,- *'#)-)C;E = CD ?D C7 )$-($&&',$&)+$(&&' (&&' 9UZ[ISS 1QYNQMSL 7\QLIUKM CQOUZ +.'#)'+ $ +.'#)'+ '+ *(,#(/. '++#&'-C;E = CD BG3? )$-($&&',$&)+$(&&' (&&' 3VUZ[Y\K[ B\U^I` '+)#',* $ '+)#',* (& .*#(*& ,.#/(*C;E = 31 D5 3? )$-($&&',$&)-$(&&( (&&( 3VUZ[Y\K[ DMYTQUIS 2\QSLQUO '#/*'#'/& $ '#/*'#'/& (& /-&#+/+ /-&#+/+C;E = C5 C5 C5 )$-($&&',$&).$(&&( (&&( CMK\YQ[` 5UPIUKMTMU[Z *.&#,-+ (#+&&#&&& (#/.&#,-+ '& (#/.&#,-+ $ C;E = 5> @< =1 )$-($&&',$&)/$(&&) (&&) 3VUL\K[ 5U]QYVUTMU[IS C[\L` -,+#&&& $ -,+#&&& & -,+#&&& $ C;E = 31 D5 3? )$-($&&',$&)/$(&&) (&&) 3VUZ[Y\K[ DMYTQUIS 2\QSLQUO +#./,#-&/ $ +#./,#-&/ (& (#,+)#+'/ )#(*)#'/&C;E = ?D 7D 13 )$-($&&',$&)/$(&&) (&&) BMPIJQSQ[I[M 1KKMZZ BVIL --(#(-+ $ --(#(-+ (& )*-#+(* *(*#-+'C;E = CD D5 9= )$-($&&',$&)/$(&&) (&&) =VLQN` DMYTQUIS 2\QSLQUO *),#/)& $ *),#/)& (& '/,#,'/ (*&#)'(C;E = B5 BG 9= )$-($&&',$&)/$(&&) (&&) BMPIJQSQ[I[M B\U^I` '#')&#*,* $ '#')&#*,* (& +&.#-&/ ,('#-++C;E = C1 24 5H )$-($&&',$&)/$(&&) (&&) 3VUZ[Y\K[ 1QYKYIN[ BMZK\M " 6QYM 6QOP[QUO 2\QSLQUO '#-),#-/. $ '#-),#-/. (& -.'#++/ /++#()/
-F7CEA .<5A -ACED !FE;AC<EG

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(@ -CA9C7DD -CA=75E

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C;E = B5 BG 9= )$-($&&',$&*&$(&&* (&&* BMPIJQSQ[I[M B\U^I` (+#-/&#&-, ,#)'&#,.( )(#'&&#-+. (& '(#.*&#)&) '/#(,&#*++C;E = C1 BG C6 )$-($&&',$&*&$(&&* (&&* 3VUZ[Y\K[ B\U^I` CINM[` 1YMI *+&#&&& $ *+&#&&& (& '.&#&&& (-&#&&&C;E = C1 5A C5 )$-($&&',$&*'$(&&+ (&&+ CMK\YQ[` 5UPIUKMTMU[Z /&)#+/' $ /&)#+/' '& ,)(#+'* (-'#&--C;E = CD 5A =C )$-($&&',$&*'$(&&+ (&&+ 1KX\QYM 5X\QWTMU[ (--#,)) $ (--#,)) '& '/*#)*) .)#(/&C;E = @< @< =C )$-($&&',$&*($(&&, (&&, 3VUL\K[ =QZKMSSIUMV\Z C[\L` **+#.(( $ **+#.(( & **+#.(( $ C;E = B5 BG <9 )$-($&&',$&*($(&&, (&&, BMPIJQSQ[I[M B\U^I` <QOP[QUO (#'-'#(&- $ (#'-'#(&- '+ .,.#*.) '#)&(#-(*C;E = C1 5A C5 )$-($&&',$&*($(&&, (&&, CMK\YQ[` 5UPIUKMTMU[Z -#*//#,/' /,#()' -#+/+#/(( '& *#++-#++) )#&).#),/C;E = CD BG C6 )$-($&&',$&*)$(&&- (&&- 9TWYV]M B\U^I` CINM[` 1YMI *#.++#,/( $ *#.++#,/( (& '#(')#/() )#,*'#-,/C;E = CD DG 9= )$-($&&',$&*)$(&&- (&&- 5_[MUL DI_Q^I` /#)(/#+() $ /#)(/#+() (& (#))(#).' ,#//-#'*(C;E = C1 5A C5 )$-($&&',$&**$(&&. (&&. CMK\YQ[` 5UPIUKMTMU[Z .(#//( $ .(#//( '& ))#'/- */#-/+C;E = 31 7D 13 )$-($&&',$&*+$(&&/ (&&/ 3VUZ[Y\K[ 1KKMZZ BVIL ,#,)'#..' $ ,#,)'#..' 9U @YVOYMZZ $ $ )#+',#--*C;E = @< @< G8 )$-($&&',$&*+$(&&/ (&&/ GQSLSQNM 8IaIYL 1ZZMZZTMU[Z -(#'.* $ -(#'.* & -(#'.* $ C;E = B5 DG 9= )$-($&&',$&*,$(&'& (&'& BMPIJQSQ[I[M DI_Q^I` $ 4MZQOU ,).#&)) $ ,).#&)) & ,).#&)) $ C;E = B5 DG 9= )$-($&&',$&*-$(&'' (&'' BMPIJQSQ[I[M DI_Q^I` $ 3VUZ[Y\K[QVU (#-*&#-(- +#&-/#-*( -#.(&#*,/ 9U @YVOYMZZ $ (#).,#/'+C;E = C1 BG C6 )$-($&&',$&*.$(&'( (&'( 9TWYV]M B\U^I` CINM[` 1YMI -#&/+#-(& -#&&&#&&& '*#&/+#-(& 9U @YVOYMZZ )--#/)'

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EXHIBIT C TO SUPPLEMENT

Opinion of Aerostar’s Counsel

See Attached











EXHIBIT D TO SUPPLEMENT

New Collective Bargaining Agreement

See Attached
UNOFFICIAL TRANSLATION

DECEMBER 7, 2012

STATEMENT OF PRINCIPLES

Collective bargaining constitutes a mechanism which in

our democratic system of government has proven to be aneffective method to achieve industrial peace. The contractingparties recognize and state that the collective bargaining ofreasonable salaries and fair working conditions promote theprogress of the industry and in turn promotes the socio- economic welfare, not only of the workers, but of the communityin general.

This has been demonstrated since the signing of the first

Collective Bargaining Agreement between the Puerto Rico PortsAuthority and the Hermandad de Empleados de Oficina, Comercio yRamas Anexas de Pueto Rico, Inc. on June 30, 1956. Theappearing parties ratify at this time the commitment that as ofthat date they assumed to work towards better relations,promote industrial peace, promote the progress of the industryand improve the economic and social conditions of the workers.

Through this Collective Bargaining Agreement, the

Authority and the Brotherhood reaffirm and agree to honor saidcommitments and purposes.

2

CONTRACTING PARTIES

AS PARTY OF THE FIRST PART: THE PUERTO RICO PORTS

AUTHORITY, hereinafter the “Authority”, represented by itsExecutive Director.

AS THE PARTY OF THE OTHER PART: The HERMANDAD DE EMPLEADOS

DE OFICINA, COMERCIO Y RAMAS ANEXAS DE PUERTO RICO, INC.(PUERTOS), hereinafter the “Union” or “the Brotherhood”,represented by its authorized officers.

ARTICLE I

UNION RECOGNITION

The Authority recognizes the Brotherhood as the exclusive

representative of all of the workers included in the BargainingUnit to negotiate collectively with regard to salaries, workschedules, complaints and grievances and other conditions thataffect the employment of the workers covered by this Agreement,pursuant to Decision issued on March 25, 1977 by the HonorableLabor Relations Board in Case PC 32, D745.

For purposes of this Collective Bargaining Agreement, the

terms “worker” and “employee” are interchangeable, so that theyshall be used alternatively in both singular and plural.

ARTICLE II

MANAGERIAL RIGHTS

The Union Recognizes and accepts that the administration

of the Authority and the management of the workforce areexclusive prerogatives of the Authority Therefore, except asexpressly limited by the terms of this Agreement, the Authoritywill retain the exclusive control of all of the affairs relatedto the operation, management and administration of the company.Said powers and prerogatives will not be used by the Authorityarbitrarily or capriciously against any employee, nor for thepurpose of discriminating against the Union or its members, norfor any action that constitutes a violation to what is providedin this Agreement.

ARTICLE IIICLOSED SHOP

Section 1: The Authority recognizes Closed Shop for the

selection of personnel within the following classifications:Maintenance Worker I Ferry OperatorMaintenance Worker II Operator Light EquipmentSailor Operator Heavy EquipmentPlumber Crane OperatorLight Vehicle Driver Vessel Conservation WorkerHeavy Vehicle Driver Telephone-ReceptionistVessel Captain JanitorElectrician MachinistWarehouse Foreman GuardWarehouse Assistant Ramp Inspector I
3

Maintenance Mechanic Ramp Inspector IIAutomotive Mechanic I Ramp InspectorAutomotive Mechanic II Electrician AssistantDiesel Mechanic Vehicle Maintenance AssistantWater System Mechanic Vehicle Maintenance Assistant IIMason Refrigeration Technician Assistant IWelder Refrigeration Technician Assistant IIPainter Diesel Mechanic AssistantCarpenter Automotive Mechanic AssistantCarpenter II Maintenance Mechanic AssistantTinker Assistant WelderOfficer Clerk Ferry Service Assistant PlumberAssistant to Mason Assistant PainterAssistant Tinker Assistant Mason

Section 2: Those workers who in the Regional Airports

and Captaincies continuously perform functions in the followingclassifications will be classified as a Conservation II and/orMaintenance Worker II:A) Carpenter E) PlumberB) Mason F) PainterC) Tinker G) Diesel MechanicD) Welder H) Maintenance Mechanic

ARTICLE IVUNION SHOP

Section 1: It will be a continuous condition of employment

that every present and future worker of the Authority coveredby this Collective Bargaining Agreement enter, be in and remainat all times affiliated as a member of the Union.

Section 2: All of the classifications not included in

Article III (Closed Shop) will belong to the Union Shop.

Section 3: The Authority will notify the Union, within a

term that will not exceed three (3) business days, the name,date of employment and occupation of all new workers, who willaffiliate to the Union no later than fifteen (15) days as ofthe date of their employment.

Section 4: The Authority, at the written request of the

Union, will separate from their employment any worker who doesnot affiliate or ceases to remain affiliated as a member of theUnion, whichever the case. Said request in writing will benotified to the affected employee and will state the reasonsfor the request.

Section 5: If an employee is separated from his/her

employment at the request of the Brotherhood and the affectedemployee takes the case to the Labor Relations Board orcompetent authority or body and obtains a favorable decision,and therefore adverse to the action taken by the Authority, theBrotherhood will reimburse the Authority and/or its Executive

4

Director the amount of the indemnification which the employeeis entitled to as a result of the judgment or resolutionissued.

Section 6: The condition of affiliated member will be

determined by the Union, on the basis of its Constitution andRegulations pursuant to the Labor Relations Act and itsregulations.

ARTICLE V

BARGAINING UNIT

Section 1: The Bargaining Unit to which this Agreement

refers to is comprised by the administration, operation andmaintenance workers as classified in this Collective BargainingAgreement employed by the Authority to carry out its businessor activities related to the operation, development,conservation, maintenance and administration of the maritimeand air transportation facilities, or any other present orfuture activity which the Authority is engaged in related tothis Appropriate Unit.

Section 2: Excluded from the Appropriate Unit are the

executive, administrative, supervisory, confidential employeesor any other employees with authority to hire, fire, promote,discipline or in any other manner vary the status of theemployees or make recommendations to that effect. There arealso excluded any other employees included in other appropriatecollective bargaining units already established at theAuthority; further excluded from the unit is any employee withinterests intimately linked to management.

Section 3: No worker covered by this Agreement may be

transferred to a position outside the Bargaining Unit withouthis/her express consent.

Section 4: In case of any discrepancy with regard to the

fact that any classification should be excluded from theposition of executive, administrator, supervisor or employee ina confidential position, the matter will be submitted to theLabor Relations Board for its consideration and decision.

Section 5: The following positions are not included

within the Bargaining Unit:

a) Attorneys of the Legal Divisionb) Public Relations Officersc) Budget, Organization and Method Techniciansd) Special Assistant to the Executive Directore) Special Assistant to the Comptrollerf) Special Assistant to the Head of Aviationg) Personnel Techniciansh) 35 Confidential Secretariesi) Budget Officer
5

j) Two (2) Office Clerks in charge of Personnel Files

(Filing)

ARTICLE VI

DEDUCTION OF DUES

Section 1: The Authority agrees to deduct from the salary

or earnings of the employees who are members of the Union theamount of the initiation dues and of any other regular, specialor assessment that the Union imposes on its members inaccordance with its Constitution and Regulations. TheBrotherhood will notify the Authority in writing with regard tothe dues or assessments to be deducted from the employeescovered by this Agreement.

Section 2: The Authority will send to the Treasurer of the

Union or to the official designated by the same, after postinga bond, the amount of the corresponding dues during the twelve(12) calendar days following the fifteen by-weekly payment,unless there are extraordinary circumstances. The Authoritywill send the Union a monthly list with the names of theemployees from whom said deductions have been made, alsocontaining the individual amount and total of the same. TheAuthority will deduct the initiation dues in the amount and theinstallments established by the Regulations of the Union fromevery employee as soon as he/she approves his/her probationaryperiod.

Section 3: If any competent body determines that any dues

or assessment were illegally established, the Union willrelease the Authority of all responsibility and will directlymake any reimbursement ordered by said body.

ARTICLE VII

UNION DELEGATES

Section 1: The delegates will represent the Union in the

process of administering this Collective Bargaining Agreementbefore the Authority and its representatives in those mattersthat this Agreement recognizes their faculty to do so. Thesedelegates will represent and advise the employees covered bythis Agreement of all the rights and responsibilities providedby this Agreement, will ensure compliance with this Agreementand will have the faculty to assist co-workers who have acomplaint or grievance or when required by any Head orSupervisor to be present at the time that he/she is going todiscipline an employee which is represented by the delegate.

Section 2: No delegate may intervene in another

Department, Office or Section other than the one assigned tohim/her.

Section 3: The delegate or the alternate delegate will be

granted reasonable time during working hours to attend mattersrelated to procedures and filing of complaints or to discuss

6

with managerial officials matters related and covered by theprovisions of this Agreement, without affecting in any mannerwhatsoever any type of leave or their salary. The alternatedelegates will act only in the absence of the permanentdelegate or at his/her express request or of that of thePresident of the Union.

Section 4: The delegate or the alternate delegate will

obtain the prior permission of his/her immediate supervisor toleave his/her work area in order to attend matters related totheir functions and once said efforts have concluded he/shewill return to work. The meetings between the delegate and theemployee that needs his/her services will normally be held inthe immediate area of the work area of the employee.

Section 5: When the Authority expands its services

creating additional units and/or increases the personnelsubstantially in the existing services, the parties, prioragreement, will agree on the designation of the correspondingdelegates.

Section 6: The delegate will represent the employees

covered by this Agreement in cases of appeals at the level ofthe head of the dependency or unit involved, being thePresident of the Union or any other member of the Board ofDirectors able to participate in said representation. When thedelegate or official of the Union requires time to attend amatter within his/her faculties outside of his/her work area,he/she will give prior notice to the supervisor or to his/heralternate, who will grant the permission, except inextraordinary circumstances, in which case the permission willbe granted to another officer of the Union of said work area.

Section 7: All of the delegates will be recognized by the

Authority once they have been notified to the Labor RelationsOffice by the President of the Union and any change that mayarise will be effective only after being notified. There willbe no discrimination against the delegate in the exercise ofhis/her functions.

Section 5: The Authority recognizes the faculty of the

Vice Presidents of the Area (Aviation - Maritime- CentralOffice (three)) to attend matters within and outside the workarea, related to the administration of this Agreement, duringtheir labor hours, without charge to any type of leave, norsalaries, prior notification to the supervisor or his/hersubstitute, who will grant the permission, except inextraordinary circumstances.

ARTICLE VIII

PERSONNEL SELECTION AND APPOINTMENT

Section 1: A) PERSONNEL IN CLOSED SHOP
7

When the Authority needs personnel to cover positions

in classifications that fall under the Closed Shop, it willrequest the same from the Brotherhood in writing, indicatingthe type of position and those minimum and special requirementsrequired by the Authority to cover and perform the duties ofthe position which have been previously notified. TheBrotherhood will provide said personnel in a list of three(three (3) candidates - new entry), through endorsement inwriting and referring to the personnel requisition numberissued by the Recruitment Office (TC: Req. No.). TheBrotherhood will not endorse any personnel to a position in theClosed Shop, unless it has an official requisition of theAuthority.

The Brotherhood will provide said personnel when the same

is requested by the Authority, but if the personnel provided bythe Brotherhood does not meet the requirements established forthe position, the Authority may reject the same and willrequest new candidates from the Brotherhood. If theBrotherhood does not provide the personnel required within aterm of seventy two (72) hours, three (3) business days, theAuthority will be free to chose the same, provided he/shefulfills the requirements for the position, having theAuthority to notify the Brotherhood of the name of the personselected so that it will know of their selection.

B) AFFIRMATIVE PLANSThe Union agrees to comply with the requirements

contained in the Affirmative Action plans (Equal EmploymentOpportunity) adopted by the Authority in recruiting personnelin the Closed Shop.

Section 2: UNION SHOP PERSONNELThe personnel in the Union Shop will be recruited from the

source of employment available provide dit is carried out inthe following order of priority:

a) Relocation Registryb) Registry of Promotionsc) Registry of Internal Transferd) Registry of Reentrye) Registry of AdmittanceEvery regular employee will be maintained in the

corresponding registry once he/she has approved the tests andrequirements required by the Authority for a term of one (1)year, provided the requirements of the position do not change.

If the requirements of the position change, and after an

analysis made by the Recruitment Section, it will verify thatthe regular employees in promotion and regular employee intransfer, included in the canceled registry, qualify under theexisting requirements in the new registry, they will be passed

8

to be included in the new registry. So that this Section willoperate automatically the employee will make sure that his/herofficial personnel record contains all of the information andrequirements pertinent to the new position, after having theRecruitment Section informed the employees in promotion andtransfer of the new necessary and pertinent requirements.

Section 3: APPOINTMENTS IN REGULAR POSITIONSThe Authority will extend an appointment in positions

belonging to the Bargaining Unit as:

a) Regularb) Probationaryc) Substituted) TemporaryThe regular, probationary and substitute appointments

may only be made to persons who qualify for the position.

A) Regular Employees are those who have received an

appointment from the Executive Director or his authorizedrepresentative to cover a regular position afer having approvedthe probationary period.

B) Probationary Employees are those appointed in a

position that corresponds to the Bargaining Unit and who haveto approve a probationary period before being able to receivean appointment as a regular employee. The probationary periodwill never be less than three (3) calendar months. TheAuthority will notify its determination to the Brotherhoodprior to rejecting an employee in a probationary period andbefore dismissing the same.

C) Promoted Probationary Employee is a regular employee

who passes to occupy a position in a classification with ahigher remuneration for which a probationary period of three(3) calendar months is required.

If the promoted employee does not approve the

probationary period, he/she will be entitled to return tohis/her previous position.

If the employee requests to return to his/her

previous position without having approved his/her probationaryperiod, he/she will be eliminated from the registry ofeligibles from which he/she was certified for promotion.

1) If the Authority decides to cover the vacancy

left by the promoted probationary employee, if there exists aregistry, it will be covered in the first instance in aninterim manner with the candidate with the greatest seniorityin promotion and so on successively. If there is no registrythe position will be covered with a temporary employee. TheAuthority will cover the position within the next sixty (60)days pursuant to the provisions of this Agreement.
9

D) Substitute Employee is one who receives an

appointment to substitute a regular employee whose positionwill be unoccupied during a specific period of not less thanthree (3) calendar months. The substitute employees will havethe same economic benefits as the regular employees, except forLife Insurance and the Retirement System of the Employees ofthe Commonwealth of Puerto Rico. This substitute employee willcease in his/her employment as soon as the regular employee whohe/she substitutes returns to his/her position or before,pursuant to other provisions of this Agreement.

Every substitute employee who has substituted a

regular employee for six (6) months or more will be evaluatedby his/her supervisor and said evaluation will be submitted tothe Personnel Office. The substitute employee who hassubstituted a regular employee for six (6) or more months,after a satisfactory evaluation from his/her immediatesupervisor, and being in a registry of admittance, will havepriority over any other candidate in the registry ofadmittance.

E) Temporary Employee is one who has received an

appointment as such within the Bargaining Unit for a periodthat will not exceed ninety (90) business days. This employeeis used to perform work of a transitory or temporary nature intransitory or temporary positions. If the same employeecontinues for a period in excess of ninety (90) days, he/shewill become a probationary or regular employee and theAuthority may not dismiss him/her to appoint a new temporaryemployee to perform the same functions. Any appointment of atemporary nature for a position within the Bargaining Unit willbe made from the list of eligibles. If there is no list ofeligibles or if none of the candidates accepts the temporaryappointment, the Authority will communicate with theBrotherhood to determine said appointment. Temporary employeeswill be used to substitute regular employees for a term thatwill not exceed ninety (90) days. If this term is exceeded,he/she will become a substitute employee.

Section 4: EMPLOYEES IN SPECIAL TRAININGIn those positions where the Authority requires a special

training to evaluate and qualify the employee, his/her originalappointment will be made as an employee in special training.

A) An Employee in Special Training is one who has received

an appointment as such within the Bargaining Unit for a periodthat will not exceed ninety (90) calendar days in the positionsthat are listed hereinafter:

1) Electronics System Programmer2) Air Rescue Specialist3) Ports Captain

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4) Ramp Inspector

B) An Employee in Special Training, if he/she approves the

first phase that covers his/her special training, will receivean appointment as a probationary employee pursuant to Clause Bof Section 3 of this Article, before receiving an appointmentas a regular employee in the position for which he/she receivedthe special training.

C) If the Authority has to cover the position that the

employee in special training on promotion leaves vacant, itwill do so with a substitute employee; it being provided thatif the employee in special training for appointment does notapprove said training or subsequently does not approve theprobationary period, he/she will return to the position fromwhich he/she originates.

D) The provisions of this Section covers employees

of new admittance as well as regular employees on promotion.

Section 5: PROJECT EMPLOYEESA) CONSTRUCTION PROJECT EMPLOYEE1) The construction project employee is one who

receives an appointment to perform work on a specificconstruction project.

2) The construction project employee whose duration

extends for more than three (3) months will have all of thebenefits, privileges and obligations that the regular employeeshave in this Agreement, once they have fulfilled three (3)months as an employee in a particular project. The constructionproject employee will not be entitled to enter into theRetirement System of the Commonwealth of Puerto Rico and hisoccupancy of the position will be indefinite and will end atthe time the particular project concludes or before at thediscretion of the Authority.

B) PROJECT EMPLOYEE TO REGULAR EMPLOYEEEvery project employee that proceeds to occupy a

regular position will be accredited the time he/she wasemployed in said capacity for purposes of permanence andseniority.

The time in the project positions will be credited to

the probationary period in regular positions, when the positionthat he/she is going to occupy entails similar duties orfunctions, or when said position is of the same classificationas the one he/she had in the project and their incumbency hasbeen for three (3) or more months.

Section 6: SUMMER EMPLOYEESThe summer student program, for all purposes, will be

considered as a project, and the students will not be entitledto other benefits of the particular position except the minimumsalary of the same.
11

The Authority will coordinate the manner in which

said program will be implemented with the Brotherhood prior torecruitment.

Section 7: COMPENSATION OF PERSONNEL OF NEW

ADMITTANCE

A) The Authority will pay new employees the basic

salary of the position to be covered.

B) In case of a proven difficulty in the

recruitment for a specific position, the Authority will notifythis to the Union in order to establish a type of compensationhigher than the basic salary of the position in the scale. Ifthere are employees performing the same position with a lowersalary than the one granted to the new employee, their salarywill be increased to the basic of the new employee. If any ofthe employees performing the same position has five (5) or moreyears of service, he/she will receive the equivalent of onestep in the scale above the new basic granted.

Section 8: NOTIFICATION OF APPOINTMENT AND DUTIESThe Authority will give every employee appointed in a

probationary or regular nature and to the Union a copy of theappointment and the duties and responsibilities of the positionat the latest within four (4) business days following the dayof the appointment, through a signed receipt that verifies thedate of the delivery.

ARTICLE IX

POSTING AND ADJUDICATION OF POSITIONS

Section 1. Every position of a new creation, or a vacancy

that is to be covered, will be posted in the Spanish languagethrough a notice specifying the requirements to qualify for aterm of not less than ten (10) days nor more than thirty (30)calendar days. The request to occupy the position must befiled with the Personnel Office within the term specified inthe notice.

Section 2: Every applicant that qualifies will be

submitted to the tests that are indicated in the notice, andthe corresponding Registry of Eligibles will be established,creating with priority, the Registry of Promotions andTransfers over the registries described in Article III, Section3.

Section 3: Whenever there is a Registry of Promotions in

effect, when there arises a position to be covered it will beoffered in the first instance to the candidates in saidregistry before posting the same. The same procedure will beused when there is an internal Registry of Transfer in case nocandidate for promotion accepts the position. This procedurewill not alter the order of priority established in ArticleVIII, Section 2.

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Section 4: Vacant positions may not be reduced in

classification until they have been posted and all of theworkers of the Registry of Promotions that qualify for saidpositions have been considered. If a vacant position is reducedin classification, the position in its new classification willbe reduced in classification, the position in its newclassification will be posted and covered pursuant to thisArticle.

Section 5: If there is any discrepancy with regard to the

adjudication of a position between the Union and the Authority,or when an employee alleges that the adjudication waserroneous, the Union or employee or employees involved willmake the corresponding claim within thirty (30) days followingthe moment of the adjudication. The claim will be made to thePersonnel Office, who must resolve the allegation in writingwithin a term that will not exceed ten (10) business days, atthe end of which the employee or the Union may appeal to theOffice of the Director of Labor Relations pursuant to theprovisions in the Article on Settlement of Controversies.
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ARTICLE X

INTERIM WORK

Section 1: When the Authority requires in writing that a

regular employee occupy temporarily a better remuneratedposition for which he/she qualifies pursuant to the standardsof recruitment of the Authority, he/she will be paid since thecommencement of the interim work as follows: the difference inbasic compensation between scales or two steps in the scaleassigned to the position, whichever is higher.

Section 2: The provisions of this Article may not be used

to substitute personnel outside of the Bargaining Unit nor toassign personnel to perform work in classifications for whichthe compensation scale is lower than the position that isoccupied.

a) In those extraordinary cases, justified by the

needs of the service, where the supervisors assign a regularemployee to temporarily occupy a higher remunerated position,independent of the qualification of the employee to occupy thesame, the employee will be paid the salary of the positionsince he/she commenced the interim work, which payment will bemade within thirty (30) calendar days following thecommencement of said assignment.

Section 3: If the Authority requires an employee to

occupy a position on an interim basis whose remuneration islower than the one of the position that he/she occupies he/shewill continue to be paid the salary of their position, withoutreduction, it being provided that when said assignment is for aperiod in excess of ten (10) days said action must be justifiedwith the Union; in this case the interim designation must be toa position whose duties and functions are similar to thoseperformed by the employee in his/her regular position.

Section 4: The employee may refuse the interim designation

for justified health reasons. All interim designations must benotified to the Union with a simultaneous copy of thedesignation.

Section 5: The verifiable time that an employee

temporarily occupies in a higher remunerated position for whichhe/she qualifies pursuant to the standards of recruitment ofthe Authority, will be credited to their probationary period,if subsequently selected to the position of the higherremuneration.

ARTICLE XIPROMOTIONS

Section 1: The change of an employee from one position in

one class to another position in another class for which ahigher minimum compensation has been provided will beunderstood as a promotion.

Section 2: In cases of promotion the employee will be

entitled to an increase in his/her salary equivalent to thedifference in basic compensation between scales or two steps inthe scale assigned to the position, whichever is higher.

Section 3: In promotions, seniority will prevail. Any

employee who is interested in a promotion must be sure to filethe corresponding request to be included in the Registry ofPromotions.

ARTICLE XII

RECLASSIFICATIONS

Section 1: When the duties and responsibilities of a

position change substantially and permanently, the incumbent ofthe position or the Authority may request its reclassification.The request for reclassification must be made in writing to thePersonnel Office, who must resolve within a term that will notexceed sixty (60) calendar days, as of the date in which thePersonnel Office receives said request.

Section 2: Once the Personnel Office makes the

corresponding determination, it will notify the employeeaffected and the Union, together with the study made sustainingthe same. If the affected employee is not in agreement withthe decision made by the Personnel Office, or if there haveelapsed more than sixty (60) days without the Personnel Officehaving made a decision, he/she may, within the following ten(10) days appeal before a Classifications Committee comprisedby a technical representative designated by the Authority and atechnical representative designated by the Union.

Section 3: If there is agreement by both representatives,

their determination in that regard will be final and binding.

Section 4: If the Classifications Committee does not reach

an agreement within a term of sixty (60) days, the employee andthe Union may appeal within fifteen (15) business daysfollowing the conclusion of this term directly to theConciliation and Arbitration Bureau pursuant to the secondstage of Article XLIII Settlement of Controversies.

Section 5: All reclassifications will be in effect as of

the date when the employee filed the claim and he/she will begranted the increase as follows:

a) The difference in basic compensation between the

scale or two steps in the scale assigned to the position,whichever is higher.

b) If the position is reclassified to a lower

level, the salary of the employee will not be reduced.

Section 6: If as a result of changes in the requirements,

duties or functions of a position, the personnel of theBargaining Unit that occupies the position affected does notcomply with the new requirements, duties or functions
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established, the personnel affected may be relocated to anotherposition for which they qualify and which is available at thetime of establishing the new requirement, duties or functionsin accordance with the provisions of this Agreement.

ARTICLE XIII

REASSIGNMENT OF POSITION

Section 1: The employee may request a reassignment of the

position that he/she occupies when he/she considers that thecircumstances that warrant said reassignment are present, asthese are defined in the following section.

Section 2: The salary scale of a position may be revised

if it is demonstrated that substantial and permanent changeshave occurred in the factors that affect the complexity andresponsibility of the same.

Section 3: The Personnel Office will conduct the

corresponding study and will notify the incumbent and his/hersupervisor of the results of the study, within sixty (60) daysof having received the petition and the necessary documentsthat support the same.

Section 4: If the reassignment of the position is

applicable, the adjustment of the same in the salary scale willbe made pursuant to the provisions of Article XII(Reclassification) of this Agreement.

Section 5: If the employee is not in agreement with the

decision of the Personnel Office or if the sixty (60) days haveelapsed without a decision being made, he/she may within thefollowing ten (10) days, appeal to the ClassificationsCommittee. The Classifications Committee will have sixty (60)days to make its decision and if it fails to do so within thisterm, the employee and the Union may appeal within thefollowing fifteen (15) business days directly to theConciliation and Arbitration Bureau.

ARTICLE XIV

TRANSFERS

Section 1: The permanent movement of an employee from one

position to another, within the Authority, in the same class;from one position in one class to another in another class of asimilar level for which the minimum type of compensation is thesame when the employee meets the requirements for the position,will be considered as a transfer.

Section 2: Transfers may be made by a formal voluntary

petition of the employee or when it is determined that theservices of the employee can be more necessary to the Authorityin another unit due to the prior knowledge, experience andtraining of the employee; in this last case the transfer willbe considered as an involuntary one, and may never be used as adisciplinary measure or in discriminatory manner.

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Section 3: The Personnel Office will prepare a registry of

voluntary transfers with the requests filed by those interestedin this regard, from which personnel will be appointed pursuantto the provisions of the Agreement.

Section 4: When the Authority permanently needs to

transfer a regular worker in its exclusive interest, exceptbetween San Juan, Carolina and Cataño, the Authority and theUnion will discuss together with the employee the reasons thatobligate the Authority to make said transfer, as well as thoseother factors that may affect the worker in the performance ofhis/her work.

Section 5: In those cases where the Authority needs to

make a transfer, the Union and the employee will be notifiedwith twelve (12) calendar days in advance, unless there areextraordinary circumstances involved.

Section 6: In cases where the transfer is made in the

exclusive interest of the Authority, the worker will becompensated pursuant to the provisions of the Article on PerDiem.

Section 7: For purposes of this Agreement, “involuntary

transfer”, will be any transfer that is made without a requestfrom the employee or from the Union.

ARTICLE XV

PERSONNEL REDUCTION AND RELOCATION

Section 1: If there occurs any vacancy in any of the

positions of the Bargaining Unit, due to resignation,retirement or appointment outside of the Bargaining Unit, theAuthority will cover the position within the following sixty(60) days of said vacancy, pursuant to the provisions of thisAgreement. Said vacant position may be left uncovered, priornotification to the Brotherhood, indicating the reason fortaking said action. If the Authority decides not to cover avacant position, it will not be occupied, nor will thefunctions be performed by temporary, substitute or interimpersonnel.

Section 2: When the Authority determines the need to make

a reduction of personnel in specific classifications ofemployment or operational units said reduction will be carriedout observing the following order:

a) Temporary Employeesb) Substitute Employeesc) Probationary Employees, except promoted

probationary employees

d) Regular EmployeesOnce the determination of the need to reduce

personnel is made, the Authority will notify the Brotherhoodsixty (60) days in advance of the implementation of the
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decision and the personnel protected by this Article will berelocated.

Section 3: When personnel are relocated due to a necessary

administrative reduction or relocation, said relocation will beconsidered as an involuntary transfer. If relocated to ahigher position the provisions for promotions will apply.

Section 4: Every employee affected by a reduction in

personnel will be included in a registry of relocation ofpersonnel, and will have priority to be appointed to vacantpositions for which they qualify over any other registry ofeligibles that may be available.

Section 5: Those regular workers who are permanently

partially disabled on and for this reason are unable to performthe duties of the position that they occupy, will be assignedwith priority to occupy those vacant or newly created positionswhich have to be covered of a similar or an inferioroccupational group to the position that they occupy, which theycan perform despite their partial or permanent disability.

Section 6: Those regular employee who prematurely leave

due to a physical or mental disability, if interested inreturning to work, will be included in the registry of reentryafter a demonstration with medical evidence that the cause ofthe disability which gave rise to their leaving no longerexists.

Section 7: If a regular worker affected by a suspension or

reorganization of activities is assigned to a position of alower occupational group, and there subsequently arises anopportunity in a position that is the same as the one he/sheoccupied, a priority will be given to said employee to occupysaid position, which will be given with the same salary thathe/she had in the position that was occupied before therelocation. While occupying the lower position an adjustmentin salary will be made equivalent to the difference in basiccompensation between the position that he/she occupied and theposition to which he/she was assigned up to a maximum of two(2) steps.

ARTICLE XVI

MERGER, TRANSFER, SALE OR

LEASE OF FACILITIES

Section 1. If the Authority sells, transfers, privatizes

or leases property where employees covered by this Agreementwork, or merges any of its dependencies with another publicagency, or transfers personnel to another governmental agency,the Authority must notify the Union with not less than onehundred twenty (120) days in advance of the possible sale,transfer, privatization, merger or transfer. The Authority

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will also inform the new entity of the existence of thisAgreement.

Section 2: If due to the possible merger, sale, transfer,

privatization, lease or transfer of personnel there areemployees displaced from the Bargaining Unit, the regularemployees affected will be consigned for relocation in otheractivities of the industry.

Section 3: If during the effective term of this Agreement

the Authority acquires any facility or service that ispresently not being administered by the Authority and it isintegrated to its program, the new positions that are created,as well as any vacant position in the new facility or servicethat corresponds to the Bargaining Unit will be covered inaccordance with the provisions of this Agreement. Theseniority time for purposes of this Agreement of all personnelthat passes to the Authority through this procedure willcommence to count as of the effective date of their appointmentas a regular employee of the Authority. The new positions thatare created within the Bargaining Unit and that are not filledwith the personnel transferred will be covered pursuant to theprovisions of this Agreement.

ARTICLE XVII

TRAINING

Section 1: If the Authority acquires specialized equipment

that requires training and that affects personnel of theBargaining Unit it will select the trainees from among themembers of the Bargaining Unit that fulfill the requirementsfor the position as well as for said training. The Authoritywill select the personnel to participate in said trainingpursuant to the provisions of this Agreement, provided there isno personnel qualified available in the Bargaining Unit thathas requested the same.

Section 2: The Authority will extend appointments

conditional to the approval of the training to the candidatesselected. During the training phase the daily work scheduleand the weekly work program may vary according to therequirements and conditions of the training to be provided.

Section 3: As soon as the training concludes, the trainees

that approve the same will be assigned to a work program,according to the number of positions to be covered, in harmonywith the Collective Bargaining Agreement in effect. Withregard to the regular workers who have approved said training,the selection to occupy said positions will be made givingpreference to seniority.

Section 4: The Authority will provide training to the

workers of the Bargaining Unit, when the same is intimatelyrelated to the nature of the positions of the Bargaining Unit
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and the Authority understands that the techniques and skills ofthe employees will be improved and they train them to performthe functions of their position with greater efficiency.

a) The President of the Union will submit

suggestions regarding the areas of need for training thathe/she understands should be considered; the Authority willgive consideration to said recommendations.

ARTICLE XVIII

SUBCONTRACTING

Section 1: The Authority will not subcontract the work or

tasks performed by the employees covered by this Agreement ifthis entails the elimination or reduction of personnel of theBargaining Unit, except when it involves occasional work ortasks that requires specialized equipment, or the acquisitionof facilities, which in one or another case does not justifythe acquisition by the Authority, or when it involvesoccasional work or tasks that require the intervention ofskilled personnel that is not available at the Bargaining Unitor in the registries of eligible personnel.

Section 2: The Authority will not subcontract work or

tasks that correspond to the Bargaining Unit in any futureactivity which it is engaged, including the expansion of itscurrent activities.

Section 3: The terms “subcontracting” or “subcontract”

used herein include, without limitation, any formal contract,service order, verbal agreement or any other modality, formalor informal, of subcontracting.

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ARTICLE XIX

SENIORITY

Section 1: The time that an employee has rendered services

at the Authority since his last date of employment is theseniority of said employee.

Section 2: The Authority and the Brotherhood recognize the

principle of seniority for transactions related to employment,promotion, transfer, reassignment, reduction and relocation ofthe members of the Bargaining Unit, subject to what is providedin other pertinent articles of the Collective BargainingAgreement.

Section 3: The seniority will not be affected or

interrupted in any manner whatsoever when the employee is:

a) On a union leave because they are an officer of

the Brotherhood.

b) On lay-off due to a suspension of activities in

the industry, except when they fail to report within ten (10)days of having been notified to return to active service.

c) Are on a leave with or without pay due to

occupational or non-occupational illness or due to a workaccident.

Section 4: The Authority will prepare annually and

maintain a registry of seniority which will include the date ofemployment and the classification of the employee. A copy ofsaid registry will be sent to the Brotherhood within ninety(90) days following the signing of this Agreement and it willmaintain the Brotherhood informed of any changes that affectthis registry.

Section 5: The seniority will only be lost for the

following reasons:

a) Dismissal from employmentb) Proven abandonment of servicec) Resignation

ARTICLE XX

COMPENSATION AND CLASSIFICATION

Section 1: The Authority will compensate the positions of

the Bargaining Unit according to the scale of compensation thatis included hereinafter and will also adopt as a recruitmentsalary for classifications covered by level, in accordance withExhibit A that is attached to this Agreement.

SCALE

MINIMUM PER

MONTH 1 2 3

1 935 955 975 9952 980 1,000 1,020 1,0403 1,035 1,055 1,075 1,0954 1,065 1,090 1,115 1,1405 1,105 1,130 1,155 1,1806 1,150 1,175 1,200 1,225
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7 1,200 1,230 1,260 1,2908 1,255 1,285 1,315 1,3459 1,315 1,345 1,375 1,405

10 1,400 1,435 1,470 1,50511 1,505 1,540 1,575 1,61012 1,635 1,670 1,705 1,740

Section 2: Any new position that is created will be

assigned the basic monthly salary of the scale in which theposition is located so that it will conform to the same insofaras the minimum, maximum and intermediate levels are concerned.No worker covered by this Agreement will earn a compensationlower than the monthly minimum salary that corresponds to thesame pursuant to the scale.

Section 3: If pursuant to any contractual compensation

established by this Agreement an employee will earn a salarybetween two (2) intermediate steps the employee will beassigned the salary corresponding to the higher intermediatelevel.

Section 4: CLASSIFICATION PLAN OF POSITIONS

The parties agree that the Classification Plan of

Positions adopted by the Authority as an additional criteria inits Administration of Personnel covers those positions thatfall within the Bargaining Unit, the Hermandad de Empleados deOficina, Comercio y Ramas Anexas de Puerto Rico (H.E.O.) asincluded and excluded by Articles II and IV of this Agreement.Said Classification Plan of Positions consists of:

A) Class Specifications ManualThe Class Specifications Manual constitutes part of

this Classification Plan and contains the description of theclasses of position included in the Appropriate Unit asindicated in the previous paragraph.

B) Class Specifications:Each Class Specification consists of five (5)

sections that jointly represent a description of the generalwork that is executed in each one. In the development of thesame there are taken into consideration: 1) the duties andresponsibilities of each of the positions assigned by theAuthority to each one of the classes described by the ClassSpecification; (2) the degree of difficulty, responsibility andcomplexity involved in the performance of the tasks of thepositions; and (3) the degree of independence in the executionand the use of the person’s criteria and judgment which arerequired by the duties of the position. Under no concept willa class be interpreted to contain all of the functions orduties corresponding to all of the positions assigned to thesame. Nor will it be interpreted that the duties andresponsibilities of the positions have to adhere, as if the

22

same involved a straight jacket, to those that are descried inthe corresponding Class Specification. The class will notlimit the faculty of the corresponding authority to assignother functions to the employees when required by thecircumstances, using as a standard the provisions of theCollective Bargaining Agreement and other normative instrumentin effect. The Class Specification is descriptive, notrestrictive.

The process for the development of the Class

Specification excludes from consideration the qualifications,abilities, preparation or experience of the occupants of thepositions. The Classification Plan of Positions constitutes amechanism to classify positions and not persons.

Hereinafter we describe the five (5) sections that

comprise a Class Specification:

B-1 Title of the Class:The title of the class provides a brief descriptive

name by which all of the positions assigned to the class willbe known. This is the official title of the ClassificationPlan of Positions.

The assignment of a classification titles does not

impede the utilization of functional titles for operationalpurposes.

B-2 Functions and Responsibilities of the Job:This section describes the characteristics of the

class that distinguishes it from all the others in the Plan.Generally, it is comprised of the following elements: (1) theoccupational field and/or relative level, (2) what the jobconsists of, (4) the difficulty or complexity of the work, (45)the degree of direction and supervision that is received and(5) the degree of discretion and judgment in the execution thatis required by the position.

a. Illustrative Examples of the Work:This part supplements the preceding section by

listing the functions, tasks and responsibilities that aretypical of the positions assigned to the class. The examplesare merely illustrative and do not include all of the work thatis executed in the positions assigned to the class.

B-3 Knowledge, Abilities and Skills Desired:This section states some of the knowledge, abilities

and skills that it is estimated the aspirants to occupy thepositions assigned to the class must have.

B-4 preparation and Experience Desired:This section indicates the requirements desired in

terms of the academic preparation and duration and type ofexperience that it is considered should be required of the
23

candidates to employment in the positions assigned to theclass.

B-5 Additional Requirements:It indicates the licenses or certificates required in

professions and trades whose exercise are regulated by theState.

C. Definition of Terminology:The terminology used in the Classification Plan of

Positions if the following:

C-1 Position:Set of duties and responsibilities assigned or

delegated by a competent authority, that requires theemployment of a person during a part-time or full-time workschedule.

C-2 Class of Position:Group of positions that are sufficiently similar with

regard to their duties and responsibilities so that they can bedesignated with the same descriptive title; requiresubstantially the same requirements from those aspiring tooccupy the positions assigned to the class, administers thesame test or examination for the recruitment of candidates andapplies the same scale of salaries under the same orsubstantially the same working conditions.

C-3 Series of Classes:Vertical grouping of classes with similar

characteristics, belonging to the same field of work,differentiated from each other by the degree of complexity andresponsibility. The difference in levels in a series ofclasses is established through the use of roman numbers inascending scale, with the highest number indicating the classof the highest level.

C-4 Stipulation of Class:Written statement of the class that describes the

factors and conditions that separate it from all other classesand which in turn constitutes essential characteristics of theclass.

C-5 Classification Plan of Positions:The classes of positions included in the Bargaining

Unit (H.E.O.), Articles III and IV, the specification ofclasses, together with the rules for the administration of thePlan, constitute what is known as the Classification Plan ofPositions.

C-6 Assignment of Positions:This is the official document of assigning a

particular position to a specific class.

C-7 Reclassification of Positions:

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This is the act of revising a position whose duties

have changed substantially and permanently to classify it in adifferent class than the one that was originally assigned toit, and pursuant to Article XII, Section 1 of this CollectiveBargaining Agreement.

Section 5: RULES FOR THE ADMINISTRATION OF THECLASSIFICATION PLAN OF POSITIONS

A) The Classification Plan of Positions of the

Authority reflects the reality of the functions and tasks thatare executed in the positions at the signing of this CollectiveBargaining Agreement. This reality can vary in the measurethat the needs of the Authority require changes ormodifications in their operations. These changes can affectthe duties and responsibilities of the positions. They canalso require the creation of new positions or thediscontinuation of some that already exist.

Maintaining the Classification Plan of Positions

update so that it will represent at all times the activitiesand tasks that are really performed in the classified position,requires that the changes that affect the positions beregistered and reflected immediately in the assignment of thepositions to the classes and in the specifications of theclass.

The Personnel Office of the Authority, is the only

one responsible for maintaining the Classification Plan ofPositions updated making periodic revisions to the Plan toensure that it faithfully reflects the different work that isexecuted at the Authority and that it contains all of thenecessary classes to correctly classify all of the positionssubject to classification in the Bargaining Unit.

B) DOCUMENTS RELATED TO THECLASSIFICATION OF POSITIONSThe Personnel Office of the Authority will be the

owner, will conserve, be the custodian of the Questionnaires ofthe Classification of Positions that were completed by theemployees. The forms will be filed in the order in which thepositions appear in the Budget of the Authority. The Authorityat the request of the Union will provide a copy of thedocuments that were filled out by the employees.

Section 6: REVIEW OF VACANT POSITIONSWhen covering vacant positions the Personnel Office will

review the duties and responsibilities of the same in order toverify if they have varied in such a manner that justifies areclassification. Once the revision is made, if saidreclassification is warranted, the provisions of Article XII,Section 1 of this Collective Bargaining Agreement will befollowed.
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Section 8: CREATION, MODIFICATION OR ELIMINATION OFCLASSES

The Personnel Office will draft new class

specifications when necessary. When making the periodic reviewof the Plan, it will modify the classes that do not exactlydescribe the work that is performed in the positions assignedto the same. Once the classes are modified they will beassigned to the occupational group in the corresponding salaryscale pursuant to the duties, requirements and complexity ofthe same. It will also eliminate the classes which because ofreorganization or due to any other nature do not have positionsassigned to the same. The Authority, at the request of theUnion, will provide a copy of the documents covered by thisSection.

ARTICLE XXI

SALARIES

Section 1: The contracting parties have agreed on the

following salary increases for the employees covered by thisAgreement.

AGREEMENT YEAR MONTHLY INCREASEDecember 1, 2012 toNovember 30, 2013 $105.00December 1, 2013 toNovember 30, 2014 $110.00December 1, 2014 toNovember 30, 2015 $115.00December 1, 2015 toNovember 30, 2016 $120.00

NOTE: The economic phase of the Collective Bargaining Agreementwill enter into effect on December 1, 2012 and is subject tothe approval of the Government Development Bank (GDB) pursuantto the Fiscal Oversight Agreement (FOA), signed with the GDB.The increase in salaries is subject to the approval of the GDB.Bonus at the signing of the Agreement of $1,500.00 payable intwo (2) installments.

At the signing of the Agreement $750.00On March 30, 2013 $750.00Section 2: The employees who will receive the increase

effective on December 1 of each year during the four (4) yearsof the effective term of this Agreement will be those regular,probationary, substitute, temporary and project employees.

Section 3: The employees on leave without pay due to

illness will receive, effective as of the date they return towork, a salary increase equivalent to the amount that wouldhave corresponded to them had they been working on December 1

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of each year of the effectiveness in which they reinstate towork.

Section 4: The compensation of the employees will be made

on an annual basis payable in fifteen day installments on the15

th and last day of each month. When the payment day is a

holiday, Saturday, Sunday or Monday, the payment will be madeon the preceding labor day.

ARTICLE XXII

WORK SCHEDULES AND SHIFTS

Section 1. WORK SCHEDULEThe regular daily work schedule will be 7-1/2 hours. The

regular work week will be 37-1/2 hours during five (5)consecutive days of work. The Authority and the Brotherhoodmay mutually agree to make exceptions to the above, providedthe excess of 37-1/2 hours are paid at double the regular rateof pay.

Section 2. WORK HOURS

2(a): The regular work schedule for the employees

with a fixed shift will be 7:30 to 11:30 in the morning andfrom 12:30 to 4:00 in the afternoon, from Monday to Friday.For those Pier Custodians that occupy their positions at thesigning of this Agreement the work schedule will be from 7:00to 11:00 in the morning and from 12:00 to 3:30 in the afternoonfrom Monday to Friday. The Authority and the Brotherhood may,through agreement, vary the previous schedule, provided theneeds of the service require this.

2(b): The Authority and the Brotherhood agree that

the work schedule established in this Agreement will beadjusted to cover the needs of the service in the operations ofthe Fajardo and Cataño Ferry Service; it being provided thatthe adjustment in this schedule will not in any mannerwhatsoever affect, impair or reduce any benefit whatsoeverprovided in this Agreement, including that no worker will workfor more than seven and a half (7-1/2) hours per regular workschedule.

2 (c): All hours worked by an employee in a regular work

schedule after having worked fifteen (15) consecutive hours,will be paid for each additional hour over the fifteen (15)hours worked at the rate of triple the corresponding hourlyrate of pay.

2 (d): The Authority will decide if every Pier Custodian

that is recruited as of the signing of this Agreement isassigned permanently to a fixed shift or to an irregular shift.Every Pier Custodian that is so at the signing of thisagreement or that is recruited after the signing of the same,will be subject to a rotation every six (6) months in the docksunder the control of the Authority.
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Section 3: IRREGULAR WORK SHIFTSEvery employee that is required to work in a shift

different to the one established in Section 2(a) above will beconsidered to have an irregular work shift, with a weekly workschedule of five (5) consecutive days.

Section 4: COMPENSATION FOR IRREGULAR WORK SHIFTSThe employees in irregular work shifts are entitled to a

differential payment for irregular shifts, pursuant to thefollowing:

4(a): Every employee in irregular shifts will have a

differential of eighty cents ($.80) for every hour workedbetween 4:00 p.m. and 7:30 a.m., during every year ofeffectiveness of this Agreement.

4(b): Every hour worked in a shift on a Sunday

entails a differential of eighty five cents ($.85) duringevery year of effectiveness of this Agreement.

4(c): Every hour worked by an employee in an

irregular work shift after having worked fifteen (15)consecutive hours of work will be paid for every additionalhour after the fifteen (15) worked at the rate of triple thecorresponding regular hourly rate of pay.

4(d): Every employee who has been assigned an

irregular work shift and which as a result of his/her absencewithout prior notification at the beginning of the work shiftto his/her Supervisor, causes that another worker has to workmore than eight (8) consecutive hours, will have said absencededucted from his/her salary. This provision will not applywhen the absence could not be notified due to force majeure.

4(e): When an employee in an irregular work shift has

finished his/her shift and the Authority requires that the samereturn to his/her position after having left the Authority,he/she will be compensated as of the moment that he was orderedand responds immediately to the call appearing to his/her workarea.

Section 5: EXTRA HOURS

Extra hours will be understood to mean those hours that theemployee works in any of the following circumstances:

A) The excess of seven and a half (7-1/2) hours a dayB) The excess of thirty seven and a half (37-1/2) hours

a week

C) On HolidaysD) On their day offE) During meal periodsAs of the signing of this Agreement the holidays,

proclamations, and justified days of absence that are chargedto annual vacations or to sick leave will be counted as if the

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employee had worked the same for purposes of the payment ofovertime, in the daily as well as the weekly work schedule.

Section 6: RATE OF PAY FOR EXTRA HOURSThe Authority will pay DOUBLE the regular rate of pay for

each extra hour worked.

Section 7: MEAL PERIODEvery worker is entitled, independent of the work

schedule, to enjoy one (1) hour for meals between the third andthe fifth hour of the corresponding shift. When a worker doesnot enjoy this period before the end of the fifth hour of work,the same will be paid the meal period as extra even thoughgranted an hour subsequently to have his/her meals.

The personnel of the Operations Division of the

International Airport exclusively and the Air RescueSpecialists of the Regional Airports of the Authority willenjoy a half hour (1⁄2) hour meal period instead of the hourestablished in this Section.

The Air Rescue Specialists of the Regional Airports that

work shifts commencing at 10:00 p.m. and ending at 6:00 a.m.,will not enjoy their half an hour (1⁄2) for meals, which will becompensated as overtime.

Section 8: CONTINUOUS WORK SCHEDULE:Every worker who pursuant to the needs of the service is

required a continuous work schedule of seven and a half (7-1/2)hours will be paid the meal period as overtime.

Section 9: REST PERIOD:The employee who so desires it may enjoy a break of

fifteen (15) minutes in the morning and fifteen (15) minutes inthe afternoon. Said breaks will be enjoyed between 9:00 and10:00 in the morning and between 2:00 and 3:00 in theafternoon, provided the proper operation of the work place isnot affected. In the irregular shift the rest period will beenjoyed between the second and third hour and between the fifthand sixth hour of work, provided the proper operation of theworkplace is not affected.

Section 10: WAITING TIMEWhen a worker covered by this Agreement is assigned to

commence to work at a specific time and the Authority postponesthe hour of commencement of the shift without priornotification of at least twelve (12) hours in advance, saidworker will be paid for all the time from the hour originallyassigned to commence to work until the termination of the newshift.

Section 11: TERMINATION DUE TO PHYSICAL IMPOSSIBILITYWhen due to a temporary physical impediment certified by a

physician an employee is impeded from working during thenighttime period, but can work during the daytime shift, said
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employees will be reassigned to work in the daytime shift forthe duration of the impediment, provided the change is feasibleand there is personnel available to put this into effect.

ARTICLE XXIII

TARDINESS AND ABSENCES

Section 1: TARDINESSa) The Authority will grant a grace period equivalent to

fifteen (15) minutes after the official time of entrance.

b) Tardiness will be considered when an employee arrives

to work fifteen (15) minutes after the official time ofentrance. The time that elapses from the official entrancetime until the time of arrival will be charged to his annualleave. Tardiness will not be considered for the calculation ofabsenteeism.

c) The tardiness of three (3) minutes or less may be

authorized by the Head of the corresponding Office through anadministrative action when in his/her judgment thecircumstances warrant the same.

d) If for reasons of rendering services for the

Authority an employee arrives after the time established in thework schedule, the Authority will not deduct the time that haselapsed between the time established and the time of thearrival.

Section 2: ABSENCESa) An absence will be considered as an employee’s

failure to appear to work on a work day.

b) Not considered for the calculation of absenteeism

are:

1) Appearances through official summons as a

witness of the People of Puerto Rico before the Courts ofJustice.

2) Summons to appear before administrative

governmental organisms such as: Department of Labor and HumanResources, Labor Relations Board, Public Service Commission,State Insurance Fund, etc.

3) The appearances indicated above will have to be

evidenced through an official written communication from theCourt or the pertinent entity.

4) In cases of the State Insurance Fund, when an

employee receives treatment in C.T., said appearances will notaffect the leaves accrued, provided the employee submits a copyof his/her appointment card duly signed or an officialcertification that his/her appointment is for 1:00 p.m, inwhich case he/she will be excused during the hours of theafternoon, but having to appear to work in the morning hours.On the contrary, if his/her appointment is in the morning,he/she will have to appear to work during the afternoon hours.

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5) One (1) year after the remittance of a reprimand fortardiness or absenteeism, the Authority will eliminate saidreprimand from the record of the employee, unless the patternof conduct continues. Every employee will be entitled atanytime to examine his/her record to verify that the Authorityhas complied with this requirement.

ARTICLE XXIV

HOLIDAYS GRANTED WITH PAY

Section 1: The workers covered by this Agreement will

receive full pay for all of the regular hours of work and willenjoy time off with pay for the following holidays:

New Years DayThree Kings DayEugenio Marìa de Hostos BirthdayGeorge Washington BirthdayAbolition DayHoly FridayJosè De Diego BirthdayMemorial DayIndependence Day of the U.S.Luis Muñoz Rivera BirthdayConstitution of the Commonwealth of P.R.Josè Celso Barbosa DayLabor DayDiscovery of AmericaVeterans DayGeneral Elections DayDiscovery of Puerto RicoThanksgiving DayChristmas DayMartin Luther King Day

Whenever the days indicated above fall on a Sunday, the

following day will be considered as a holiday.

Section 2: Holidays will also be considered and will

be included as part of those indicated in Section 1 above,those that by proclamation of the Governor of Puerto Rico orthe President of the United or by Law are declared hereinafteras holidays.

Section 3: The employees in regular or irregular work

shifts who due to the needs of the service are required tocontinue rendering services within the regular work schedule ofthe Authority, as defined in Article XXII, Section 2(a), whenan Administrative Order has been issued by the Governor ofPuerto Rico, ratified by the Executive Director, or by theExecutive Director, will be compensated said period of time inthe same manner as the time worked on holidays is compensated.
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Section 4: Every worker in an irregular shift for

which a holiday coincides with any day off, unless said holidayis a Saturday, will be granted the next work day insubstitution of the holiday. If said substitute day is a workday, it will be paid as a holiday.

Section 5: For purposes of this Collective Bargaining

Agreement, every holiday for the employees of irregular shiftswill commence on the first shift of the morning and will end atthe conclusion of the third shift.

ARTICLE XXV

REGULAR VACATION LEAVE

Section 1: The employees covered in the Bargaining Unit

will be entitled to accrue regular leave at the rate of two anda half (2-1(2)days for every calendar month worked.

Section 2: The regular vacations will be accrued as of the

first day of work of the employee.

Section 3: The vacations will be enjoyed by the employee

in accordance with a program which to that effect will beprepared by the Authority in each Bureau, using as a basis theneeds of the service, the non-interruption of the same and thepreferences of the employee.

Section 4: Every employee will be obligated to enjoy the

regular vacations for a period of not less than twenty (20)business days during each natural year of service, if there isany leave accrued.

Section 5: The Authority, at the request of the employee,

will pay the entire salary corresponding to the vacationsrequested, prior to the enjoyment of the same. Said requestmust be filed at least fifteen (15) business days in advance ofthe date of commencement of the vacations. The period ofpayment that does not concur totally within the vacation periodwill not be paid in advance.

Section 6: Periodically the employees will be informed of

the balance of vacations accrued and they will be entitled toverify at the Personnel Office of the Authority any date orinformation that they are interested in to that effect.

Section 7: An employee in the use of a regular leave will

be entitled to accrue regular and sick leave for the time outof service, provided they return to work one the leaveconcludes.

Section 8: The Executive Director of the Authority may

grant vacations in excess of thirty (30) business days and upto a maximum of sixty (60) days in any year to the employeeswho have sufficient leave accrued for this. This concessionconstitutes a privilege and not a right and will be grantedonly in meritorious cases at the discretion of the Authority.

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Section 9: Every employee will be entitled to receive the

equivalent in cash of the vacation leave that they have accruedas of the date of their resignation or separation from theservice for other causes.

Section 10: Any absence that is requested be charged

against the annual leave must have been requested in advance tothe Head the Bureau, Division and Office, unless said absenceis subsequently authorized by the same.

Section 11: An abandonment of service will be considered

as an employee being absent from work or not returning to theservice at the conclusion of his/her vacations withoutinforming the cause of his/her absence to the Head of theBureau, Office or Division, within the course of four (4)business days following the date in which he/she should havereturned from vacation or the date in which he/she was absentfrom the service, unless there is force majeure involved.

Section 12: The employees who are about to retire after

more than ten (10) years of service rendered to the Authoritywill not have any limit of accrual during the three (3) lastyears of service after having officially and finally and firmlyannounced their intention to retire. If the employee does notretire within the tree (3) years previously announced, thefirst of the tree (3) years so accrued will be liquidated onthe basis of the salary earned during said year.

ARTICLE XXVI

SICK LEAVE

Section 1: The employees covered by this Agreement will

be entitled to accrue twenty (20) business days a year for sickleave and will be entitled to enjoy the same either due tosickness of the employee him/her self or due to a contagiousillness in the family

Section 2: The sick leave will be accrued as of the moment

the employee commences to work. The accrual of said leave willbe made using as a basis the calendar months at the rate of12.5 per calendar month worked up to a total of twenty (20)business days, one hundred fifty (15) hours in a calendar year.

Section 3: The charge for sick leave will be made based on

the daily work schedule assigned to the employee, it beingunderstood that no charge will be made for the days off of theemployee nor for holidays.

Section 4: Every absence in excess of three (3)

consecutive work days which is requested be charged to sickleave, will be charged only after the presentation by theemployee of an authentic certificate issued by a physicianlegally authorized to practice medicine in Puerto Rico or inthe location where it is issued. The certificate and therequest for leave must be presented by the employee to his/her
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immediate Supervisor within fifteen (15) work days followingthe last day of the absence.

Section 5: The Authority may also require medical

certificates from all employees who have been absent due toillness if there have occurred four (4) absences within aperiod of fifteen (15) work days for which he/she alleges to beill even though said absences are not consecutive. In bothcases, if said medical certificate and the correspondingrequest is not submitted, the absences within said period willbe charged against the annual leave accrued. If there is noannual leave accrued, they will be considered as absenceswithout pay.

Section 6: After the first absence for illness within a

pay period, if the employee is obligated to continue beingabsent from work, he/she must communicate this within the nextforty eight (48) hours without including Saturday, Sunday andholidays, to the Head of the Bureau, Office or Division. Ifhe/she fails to do so, said absences will be deducted from theannual leave accrued. If there are no vacations accrued, saidabsences will be without pay.

Section 7: The Authority will pay one hundred percent

(100%) of the sick leave accrued in excess of six hundred fifty(650) hours, as of January 31, 2001 and so on successively upuntil the date of effectiveness of this Agreement and they willbe paid on or before March 131, 2001 and so on successively.

b) The Authority will pay one hundred percent

(100%) of the sick leave accrued in excess of four hundredfifty (450) hours (if this action is elected, informing this tothe Personnel Office, in writing on November 30, 2000), onJanuary 31, 2001, and so on successively until the effectivedate of this Agreement and it will be paid on or before March31, 2001, and so on successively.

c) If an employee decides to remain with the excess

of six hundred fifty (650) hours as of January 31, 2001, anddecides to change to four hundred fifty (450) hours as ofJanuary 31, 2002, he/she may inform the Personnel Office inwriting as of November 30, 2001, to make the changepermanently.

Section 8: An employee who is on sick leave will be

entitled to accrue regular and sick leave for the time enjoyingsaid leave, provided he/she returns to work once the leave thathas been authorized has concluded.

Section 9: The Authority will render to every employee and

to the Brotherhood, a semi-annual report on the annualvacations and sick leave accrued. Said report will be made forthe semester ending on December 1, no later than February 20.

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Section 10. In case of prolonged illness and when the

requirements of the situation require this, sick leave may beadvanced up to a maximum of sixty (60) business days, when theleaves accrued have been exhausted. The total sick leave soadvanced will be charged to the subsequent sick leave accruals.This request must be submitted before the person returns towork.

Section 11: If the employee who has been advanced a sick

leave does not return to work, the aforementioned sick leavewill be cancelled up to a maximum of sixty 60) days, providedhe/she has worked for the authority for a term of three (3) ormore years.

Section 12: Every employee who has been advanced a sick

leave will be obligated to work the equipment to the periodnecessary to accrue the time advanced. During said period theemployee will not have a sick leave balance in his/her favor,since what is accrued will be credited to the time that wasadvanced until the liquidation of the same.

Section 13: The Authority will pay an amount equal to the

regular rate of salary earned by an employee for sick leave notused to every employee covered by this Agreement that does notseparate from the service permanently or temporarily due toretirement, age or disability.

Section 14: In case of death of an employee covered by

this Agreement, the sick leave accrued on the day of his/herdemise will be paid to his/her heirs at the regular rate of payearned by the same.

ARTICLE XXVII

MATERNITY LEAVE

Section 1: The employees who are pregnant will be granted

a period of four (4) weeks of rest before the birth and anotherfour (4) weeks after the same. The employee will earn onehundred percent (100%) of her salary during these eight (8)weeks. During these eight (8) weeks they will accrue sickleave and annual leave.

Section 2: The request for maternity leave must be

presented with one (1) month in advance.

Section 3: If the birth occurs before the employee has

enjoyed the four (4) weeks prior to the delivery because it wasearlier than the probable delivery date, or because thephysician incorrectly estimated the date of probable birth, therest period after the delivery will be extended until thecompletion of a total rest period of eight (8) weeks.

Section 4: When as a direct result of the delivery the

employee is physically unable to return to work at the end ofthe four (4) week period after the delivery, the Authority willgrant, from the sick leave accrued, the time of the additional
35

rest required by said employee. If the employee has no sickleave accrued, she will be granted an advance of the sick leavefor the entire time required of rest, pursuant to theprovisions of Section 10 of the Article on Sick Leave.

Section 5: The employee who is pregnant may chose to take

only one week of pre-natal rest and extend up to seven (7)weeks the post-natal rest to which she is entitled, providedshe presents a medical certificate indicating that she is inphysical conditions to work up to one (1) week before thedelivery.

Section 6: If the employee is in condition to return to

work within the four (4) post-partum weeks, she may return toher work before the expiration of said four (4) weeks, providedshe presents medical evidence certifying that she is fit towork.

Section 7: Miscarriage Period - This maternity leave will

cover cases of miscarriage as if the same were a normaldelivery provided the employee presents a medical certificateestablishing that the miscarriage produced in her the samephysiological effects as if it had been a normal delivery.

Section 8: Maternity Leave due to Adoption: The benefit of

a maternity leave for adoption is granted with pay for up toeight (8) weeks to the employees who request this. The benefitis conditioned to the petitioning employee presenting thenecessary evidence from one of the agencies or entities of thegovernment that intervene in this procedure, certifying thedate when the child will be given, so as to grant said leavefrom that point forward.

There will be granted, charged to the accrued sick leave,

according to the procedures, the necessary time required by theemployee to process the adoption.

ARTICLE XXVIII

LEAVES DUE TO WORK ACCIDENT

Section 1: In cases where a regular worker who is such at

the signing of this Agreement, pursuant to a ruling of thephysician from the State Insurance Fund, requires to be absentfrom work due to an accident suffered during work, as a resultof the same, and whose injury is susceptible to being verifiedin plain sight or through radiological, ultrasonic,electrocardiographic equipment or other specialized equipmentthat verifies injuries and the same is finally related by theAdministrator of the State Insurance Fund; the Authority willpay the worker, during the time of the absence, as of the dayfollowing the date of the work accident, his/her full salaryfor the regular hours of work, charged to his/her annual orsick leave up to a maximum of three (3) months during each of

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the years of the effective term of this Agreement, returningthe per diem paid by the State Insurance Fund.

Section 2: Once the Administrator of the State Insurance

Fund issues his/her decision related to the case, the Authoritywill replace the balance used (as provided by Section 1 (supra)or the number of hours that the employee may have available, ifhe/she has no accruals, up to the maximum provided by thisArticle) for this concept to the corresponding leave or leaves.

Section 3: The Authority may require a medical evaluation

by a physician specialized in Industrial Medicine, paid andchosen by the Authority, before granting the payment covered bySection 1 of this Article.

Section 4: The workers that are recruited after the

signing of this Agreement will not be entitled to this benefit,nor will they enjoy the benefit of attending to treatment in CTwithout a charge to the leave. When the employee recruited asof the signing of this Agreement has to attend to treatment inCT, said time will be charged to his/her sick leave. Theseworkers will be extended the benefit descried in the followingsection 5.

Section 5: The Authority will pay the workers who are such

as of the signing of this Agreement and who individually andvoluntarily waive this benefit in full, on or before December31, 2000, the entire cost of their medical plan for the firstfive (5) years of retirement, once these workers accept thebenefits of retirement for years of service in the Governmentof Puerto Rico. The parties including the worker, will sign anindividual agreement so that this vested benefit will beguaranteed. The medical plan must be equal in benefit to theone this worker was enjoying at the time of the retirement.After these five (5) years the worker may continue in the groupmedical plan of the Authority, but will pay the cost of his/hermedical plan.

ARTICLE XXIX

SPECIAL LEAVES

Section 1: LEAVE WITHOUT PAY

A) The Authority, after demonstration of just cause,

will grant the employee who requests it, a leave to be absentfrom work without pay for a period that will not exceed one (1)year; it being provided that at the expiration of this periodthe Authority may grant two (2) additional years of leavewithout pay.

B) Every employee who is authorized a leave without

pay, once he/she returns to work, will be obligated to pay theBrotherhood the dues that were not paid during the period ofsaid leave in monthly installments until the liquidation of thedebt. This deduction will be in addition to their regular dues.
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Section 2: BEREAVEMENT LEAVE

In cases of death of the mother, father, spouse,

blood brothers or sisters, grandchildren or children of anyemployee, they will be granted a leave with pay of three (3)consecutive work days as of the date or the day of the funeral,it being provided that for cases of the death of the spouse orchildren living under the same roof of the employee, four (4)consecutive work days may be granted as of the death or the dayof the funeral. Said time will not be charged to the leavesaccrued by the employee.

Section 3: MILITARY LEAVE

A) Every employee who enters the military service

pursuant to the Military Service Act (Public Act 756-86thCongress) will be granted leave without pay for the term thathe/she is on military service.

B) When an employee renders temporary services to

the National Guard of Puerto Rico, pursuant to the pertinentprovisions of Law No. 62 of June 23, 1996 (Military Code ofPuerto Rico) or the Armed Forces Reserve of the United States,he/she will entitled to a military leave with pay of up to amaximum of thirty (30) labor days of the particular employeewithin a natural year.

Section 4: LEAVE FOR JUDICIAL PURPOSES

The employees officially summoned to appear before any

Court, prosecutor, administrative agency or government agencyare entitled to go on leave for the time absent from workbecause of such subpoenas, without reduction in pay or vacationleave, unless the employee is the defendant or plaintiff in anycase, or charged with any crime or offense.

ARTICLE XXX

LICENSE AND SCHOLARSHIPS FOR STUDY

Section 1: FEE

The Authority may authorize tuition pay when studies

or training to be taken are related to the subject of theposition held by the employee, or with some position that existsin the Authority within the same line of work (series ofclassifications) of the employee.

a) Registration for Academic Studies

In case of higher education studies, the employee

may be authorized up to a maximum of nine (9) credits perregular semester or summer session. In exceptional cases, theExecutive Director may authorize up to a maximum of twelve (12)credits. The tuition for undergraduate studies shall be the costof credit to a maximum of thirty-six dollars ($36.00) percredit. For purposes of Masters Degree, it shall be understoodthat payment to be authorized shall be the prevailing cost at

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the University of Puerto Rico, which is set at seventy-fivedollars ($75.00) per credit at this time.

b) Tuition for Technical Studies and/or Training

In case of technical and/or trainings for

professional development, tuition shall be paid:

1. When studies are continuing education

requirements to maintain a license required by law or anAssociation.

2. When the studies lead to the award of a

license that qualifies the employee to obtain membership in thecase of auxiliaries in collegiate occupations. (E.g.Electrician Assistant).

Section 2: SCHOLARSHIPS

It may be granted in equal terms to the personnel of

the Authority and potential candidates for employment in orderto improve and become trained in highly technical areas ofdifficult recruitment. The Executive Director may appoint acommittee to evaluate and make recommendations on grantapplications. In designating a Scholarship Committee to evaluateand make recommendations of grant applications for positionscovered by the Bargaining Unit, the Authority shall appoint aspart of such committee an Officer of the Brotherhood.

The scholarships shall meet the following requirements:

a) The scholarship opportunities shall be announced;b) Candidates shall compete in equal terms;c) Candidates shall be selected from among those

resulting qualified in such competitions. If after announcingthe opportunities there is only one qualified candidate, thescholarship shall be granted to him/her;

d) Grants shall be unopposed when the special and

exceptional requirements of service and qualifications ofemployees so warrant;

e) Persons selected for scholarships or paid leave for

studies that do not meet the pledged obligation shall formalizea contract committing to work for the Authority for a time equalto twice the period of study, at the site and position that theExecutive Director determines;

f) Any person who has been granted a scholarship or

study leave with pay that does not meet the obligation mustrepay the amount invested and shall be ineligible for employmentfor a time equal to three times the time of study; and

g) The Executive Director may cancel the offer of a

scholarship at any stage of the proceedings for cause.

ARTICLE XXXI

UNION LEAVE

Section 1: Any three (3) employees may, at the request of

the Brotherhood, occupy a paid position on the board of the
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same, shall be entitled to return to the original job or aposition of equal rank when he/she ceases in the position at theBrotherhood. While acting as such, an official of theBrotherhood shall have annual renewable license without pay,provided that the days absent from the employment for it shallnot affect his/her right of seniority.

Section 2: Any time spent by representatives of the

Brotherhood in collective bargaining, Relations Board or inadministrative governmental agencies, such as the Department ofLabor and Human Resources, Labor Relations Board or Courts,shall not be deducted from the employee’s vacation provided thatin that occasion the Authority has been duly represented and thematter to be discussed is relevant to both parties. The employeeshall be required to give reasonable notice to the Head ofDepartment or Office in order that the job functions are notadversely affected. If the appearance of the employee to suchactivity is in the morning, he/she shall not have to return towork that afternoon, without detriment to his/her annual leave.Provided, that when the hearing has been scheduled for theafternoon, the employee is required to work in the morning andif he/she does not work, that time shall be charged againstaccrued annual leave. If there is no accrued annual leave, suchpartial absence shall be with no pay. The employee must submitwritten evidence of the appearance.

Section 3: The Authority shall pay the full salary and all

benefits granted that this Agreement provides, for regularemployees, to the President of the Brotherhood during the timehe/she occupies that office, provided that he/she is a bonafideemployee on active duty in the Authority and may use up to fiftypercent (50%) of his/her regular working hours to address issuesrelated to the administration of this Agreement and effortsdirectly related to the Authority, its officers and employees,without deducting or affecting any salary or license. Providedthat in case that he/she devotes full time to work on matters ofthe Union, the Brotherhood shall refund fifty percent (50%) ofthe salary to the Authority.

ARTICLE XXXII

STIPENDS

Section 1: It is understood as stipends the reimbursable

expenses for food and lodging incurred by employees covered bythis Agreement when required to work outside the area orworkplace.

Section 2: Employees covered by this Collective Bargaining

Agreement shall receive rates payable according to the followingdistribution effective on the date of signing this Agreement.These costs shall be reimbursed at the rate of:

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a) $ 84.00 (eighty-four dollars) over the term of

the Agreement, distributed daily as follows:

Breakfast $ 6.00Lunch $ 8.00Food $10.00Lodging $60.00b) Where the trip is to Vieques and Culebra,

travel expenses shall be reimbursed at the rate of $ 97.00(ninety-seven) during the term of this Agreement distributeddaily as follows:

Breakfast $ 7.00Lunch $ 9.00Food $ 11.00Lodging $ 70.00

Section 3: Stipends specified above shall be paid according

to the following departure time and return to the officialstation or private residence of the employee:

Amount on or before Return on or after

Breakfast 6:00 a.m. 9:00 a.m.Lunch 11:00 a.m. 2:00 p.m.Food 5:00 p.m. 8:00 p.m.Lodging 6:00 p.m. 6:00 a.m.

The lunch stipend shall be paid whenever the employee is

not physically in the usual work area during the lunch hour orfraction thereof and is performing a task in another placepursuant to directives of the Authority.

Section 4: The applicable diet shall be paid at 100% to the

employee assigned to a project or Office during working days inwhich it is incurred.

ARTICLE XXXIII

PRO-RETIREMENT WAGE DIFFERENTIAL

Section 1: The Authority shall pay a pro-retirement wage

differential of seventy dollars ($70.00) per month, during thethird year before retirement, a pro-retirement wage differentialof one hundred dollars ($100.00) per month in the second yearbefore Retirement, a pro-retirement wage differential of onehundred thirty dollars ($130.00) per month, during the last yearbefore retirement, regardless of any other increases he/she wasentitled by collective bargaining or provision of law, duringthe three (3) years preceding the date of retirement at anyregular employee of the Authority that complies with thefollowing requirements:

A. Thirty years of service

a) Has worked for at least ten (10) years with the

Authority.
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b) Has twenty-seven (27) years or more of service to

the Government of the Commonwealth, certified by the RetirementSystem.

c) Has officially notified the Executive Director

final and firm intention to obtain the benefits of a MeritPension.

d) Is on three (3) year term or less to turn thirty

(30) years of service with the Government of the Commonwealth.

B. Between 24 and 29 years of service

a) Has worked for at least ten (10) years with the

Authority.

b) Has twenty-one (21) years or more of service to the

Government of the Commonwealth, certified by the RetirementSystem.

c) Has officially notified the Executive Director

final and firm intention to obtain the pension benefits by ageand years of service (voluntary retirement).

d) Is on three (3) year term to meet between 24-29

years of service in the Government of the Commonwealth.

Section 2: Failure to meet the final binding intention in

writing made by the employee to obtain pension benefits of aPension by Merit and/or Pension for age and years of service(voluntary retirement), the Authority shall deduct from thesources listed as subsection b) the following:

a) Deductions1. Total wage increases granted as pro-retirement wage

differential, for each of the three (3) years of the Agreementas specified in Section one (1).

2. Employer contributions made by the Authority required by

law and the proportionate part of the following payments:

The Retirement System.Federal Social Security

The excess of the Christmas Bonus each of the three (3)

years in which the differential was paid.

Excess of sick leave liquidation if it was paid and the

proportionate part of any regular vacations enjoyed during thethree (3) years.

b) Sources for DeductionsThe pro-retirement increases, as indicated in Section One

(1) above, shall be deducted from the monthly salary and otherdeductions shall be made from the liquidation of the MeritRetirement Bonus and/or Sick Leave Balances and/or RegularVacation Leaves and/or any other outstanding balances includingthe Welfare Fund.

Section 3: Before giving the differential covered by this

Article, the employee shall sign the corresponding document that

42

covers all the details entered in the preceding sections for alllegal purposes.

Section 4: If the employee has applied for this benefit and

for whatever reason does not retire, as agreed commitment,he/she cannot enjoy the pro-retirement wage differentialsubsequently.

ARTICLE XXXIV

RETIREMENT BONUS

The Authority shall grant a merit bonus consisting of nine

hundred dollars ($900.00) for each of the seven year ofeffectiveness of this Collective Bargaining Agreement, for eachyear of service with the Authority, to any employee thereof,with regular status to date of retirement, belonging to theCommonwealth's Retirement System. The maximum annual paymentfor an employee who meets all of the requirements contained inthis Section shall not exceed twenty-seven thousand dollars($27,000) under any circumstances.

Year of service shall be understood as a period of twelve

(12) months from the date of appointment of the employee. Forpurposes of this computation, fractions of a year shall beconsidered according to the standard interpretation of theCommonwealth's Retirement System.

Article XXXV

CHRISTMAS BONUS

Section 1: The Authority shall grant on or before December

15 of each year a Christmas bonus equivalent to a nine and ahalf percent (9.5%) during the term of the Agreement with a capof $26,500 (twenty thousand five hundred dollars) of the annualsalary earned by the worker.

Section 2: Any employee, who has worked for a period of six

(6) months or more at November 30th of each year, shall beentitled to receive on or before December 15 a Christmas bonusof not less than $150.00.

Section 3: In cases where prior to November 30, the

employee has died, or has started retirement, or has beenrecruited by the armed forces of the United States, he/she shallbe entitled to the Christmas bonus in proportion to total wagesaccrued during the year, as if he/she had continued and servedon active duty until the end of Agreement year.

Section 4: Annual pay licenses, sick and maternity, shall

be considered time worked for purpose of the payment of thebonus.

Section 5: The time in leave without pay shall not be taken

into account for the computation of time worked for the purposeof payment of the bonus, except in those cases where the unpaidleave is due to illness. In the latter case, the bonus shall bedetermined in proportion to the part of the year in which the
43

employee was in service prior to November 10th of each of theyear covered by this Agreement.

Section 6: The Christmas Bonus payment shall be governed by

the provisions of law, as to which employee qualifies for thebonus in proportion to the time served working in the Authority.

ARTICLE XXXVI

MEDICAL PLAN

Section 1: The Authority shall provide a medical plan to

employees, individually and/or family.

Section 2: The Authority agrees to pay in full directly to

the institution that manages and/or provides the medical planand/or dental plan, service costs incurred by the employeeand/or monthly fee applicable for the term of this Agreement,individual and/or family, as may be the case, of the institutionthat provides inpatient services for three hundred sixty-five(365) days, no deductible, medical surgical services, emergencyroom (no maximum payment), medical directory and bioequivalentand mandatory medicines (in cases where there is notbioequivalent), brand prescription (no deductible both).Physiotherapy services and respiratory therapy to 20 percondition per year in hospitalization and 20 per condition peryear in outpatient services in each of the situations,gastroenterology tests with 30% deductible, laboratories and X- rays - both without deductibles, eyeglasses for employees andfamily $125.00 annual dental plan - preventive phase anddiagnostic no deductible, composite - 20% deductible, majorsurgeries - 50% deductible, endodontic - 50% deductible,periodontics - 50% deductible, vaccines for children, includinghepatitis B, Major Medical (50 -150 deductible) with surgicalcare, drug and alcohol treatment, organ and marrow to$1,000,000.00 by type of transplant for life insured,Mammoplasty, Lazy Eye Treatment. A hearing test per year,hearing aids to a maximum of $250.00 per contract year,Occupational Therapy and Speech Therapy, Sterilization andVasectomy cover. Disabled children shall be covered duringemployment tenure of covered employee, college kids up to 25years, and cover Endovaginal Prostate Sonogram, each and everyone of the employees of the Bargaining Unit who qualify underthe provisions of this Agreement and the institution’sregulation.

Section 3: Individual Plan

3(a): The Authority shall continue to pay the

premiums, as at present for every single active employee at theeffective date of this Agreement that at that time were enjoyingthe benefits of the Plan. The collateral dependent to be coveredshall be the mother or father that is covered under the Plan atthe date of signing the Agreement.

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3(b): Single Employees of new recruitment: Any single

employee that is recruited in the Authority from his/herappointment shall be covered individually by the Authority.These newly recruited single employees shall have the option tocover as collateral dependent the mother or father, the employeecontributing the premiums required by the institution forcollateral dependent, according to the internal regulations ofthe institution.

3(c): Required Documentation: In the case of employees

described in Sections 3 (a) and 3 (b) above, they shall submitproof that the collateral dependent are the mother or father ofthe covered employee, as the case might be. Employees describedin Section 3 above shall submit, in addition, evidence thatcollateral dependents are covered under the Plan at theeffective date of this Agreement.

Section 4: Family Group Plan

4(a): Married Employees: Any employee married to an

employee of the Authority shall be covered under a single FamilyPlan.

4(b): Employees with children: The Authority shall

cover employees with children under Family Plan coverage.

4(c): Documentation Required: Each employee with

Family Group Plan shall submit the following documents, as pereach particular case:

1) Marriage certificate.2) Certificate of birth of children and

stepchildren to be covered by the Plan.

3) Adoption certificate issued by the competent

court.

4(d): The Family Group Plan is one that includes, in

addition to the employee, his/her dependents thereof, asdetermined by the regulations of the institution.

Section 5: It shall be the duty of married employees and/or

with children to notify the Authority of the marriage of achildren covered by the Plan, as well as notify when a collegestudent cease studying between the ages of 19 and 25 years aswell as any other circumstances that vary the plan coverageoffered by the Authority.

Section 6: The medical plan services that eligible

employees shall receive during the term of this Agreement whichare offered by a different institution than the one currentlyproviding them shall be the same or similar to those identifiedin Section 2 of this Article.

ARTICLE XXXVIILIFE INSURANCE
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The Authority is committed to maintain a life insurance

policy in an amount equivalent to twice (2) the employee’sannual salary with double indemnity coverage for accidentaldeath benefits in or out of work that shall cover workers in theBargaining Unit and the current disability coverage.

Employees who have been dismissed from service permanently

or temporarily for retirement, age or disability, as of December31, 1983, shall maintain in force the life insurance as atpresent.

ARTICLE XXXVIII

WELFARE FUND

Section 1: The Authority shall contribute to the Welfare

Fund as of December 1, 2012 and during the term of thisAgreement the sum of $70.00 (seventy dollars) per month for theterm of the Agreement for each regular, substitute orprobationary employee covered by the same. The use of theWelfare Fund shall be administered by the Brotherhood on thebasis of the provisions of the Regulations for theadministration of the Fund, of the first of May 1979, which maybe revised by the Council on Relations with the purpose ofimproving and harmonize it with this Agreement; provided thatany provision of the aforementioned Regulation contrary to whatis convened by the parties in this Agreement is hereby repealed,for that regulation must comply with the provisions of thisAgreement. The Brotherhood and the Authority are required tofulfill the responsibilities set in that regulation. TheAuthority shall have the right to audit the Welfare Fundannually as part of its internal audit program beginning in2013.

Section 2: It is agreed that no later than January 30th of

each year, the Brotherhood shall submit to the Comptroller ofthe Authority certified statements by a Certified PublicAccountant on revenues and expenses of the Fund, as well as astatus report for the previous year ending on November 30th ofeach year.

Section 3: The fees to be paid to the Certified Public

Accountant shall be disbursed from the Welfare Fund.

Section 4: From the Welfare Fund an amount shall be

budgeted to provide disability, retirement or death benefits tothe members of the Bargaining Unit.

Section 5: From the Welfare Fund, an amount shall be

budgeted for a program and/or contributions and expenses relatedto union training and education for members of the BargainingUnit which aim at improving the administration of the CollectiveBargaining Agreement.

ARTICLE XXXIX

NON OCCUPATIONAL DISABILITY INSURANCE

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Employees covered by this Agreement shall receive the

benefits provided by the Disability Insurance Act (SINOT) paidin full by the Authority.

ARTICLE XL

AUTOMOBILE INSURANCE AND PAYMENT OF MILEAGE

Section 1: Auto InsuranceThe Authority does not require an employee to use his/her

private car on official business. The Authority is committed tomaintaining its public liability insurance and automobilecollision, including in it employees of this Unit who arerequired to have a vehicle as a condition of employment, whenthey are authorized to use their vehicle in official businessmatters of the Authority. This policy coverage shall be:

Injury or Death Up to $100,000.00Property Damages Up to $ 50,000.00Collision Up to $ 5,000.00Section 2: Mileage

A) In all cases where an employee is authorized by the

Authority to operate his/her own vehicle on official businessmatters, the Authority shall pay the mileage at the rate offorty-three cents (43¢) per mile plus ten centavos (10¢) permile for each additional employee authorized to travel in thevehicle from the date of signing this Agreement.

B) Each employee authorized to undertake official

affairs for the Authority that are required and authorized toincur transportation expenses shall be reimbursed for the amountof expenses incurred by submitting the corresponding receipts.

Section 3: Use of Automobile as Condition of EmploymentIf the Authority requires a worker, as a condition of

employment, the use of a car on official business matters, theemployee shall be paid a compensation of fifty dollars ($50.00)per month in addition to diets that may apply to such employee.This compensation shall not be paid when the worker is enjoyingsome kind of license that lasts more than thirty (30) days.

ARTICLE XLI

PARKING

The Authority, aware of the need for employees covered by

this Agreement to use their personal vehicle to go to work,shall provide reserved parking facility at no cost to employees.In the general parking facilities of Isla Grande and of thecurrent general employees parking of the Luis Munoz MarinInternational Airport, the required surveillance shall beprovided from 7:00 am to 5:00 pm Monday through Friday.

A parking space for the President of the Union (HEO) on

official business shall be reserved in the general parking areafor employees and visitors.
47

If the conditions prevailing at the signing of this article

were changed, the parties agree to reopen negotiations on thisArticle.

ARTICLE XLII

DISPUTE RESOLUTION

The term "Dispute" includes any complain or complaint

involving the interest of one or more workers arising in anyUnit or agency of the Authority and/or grievance, complaint orclaim concerning the interpretation, application, administrationor alleged violation of this Agreement. Complaints or grievancesmay be initiated by the Brotherhood or the Authority. Anycomplaint or grievance shall be processed in accordance with themechanisms set out in this Article and organisms created by lawwith jurisdiction to do so. The parties to this Agreement agreethat should a dispute arise during the term hereof, the sameshall be settled through the procedure set out in this Article.The Authority and the Brotherhood agree that matters of acontroversial nature shall be resolved through the followingprocedure which includes two (2) phases:

Section 1: FIRST PHASE – ADMINSITRATIVE STAGE

A) Any complaint arising shall be discussed in the

first instance within a period of three (3) working days fromthe time it arises, with the employee's immediate supervisor,having the obligation to answer the same in writing within thefollowing three (3) business days after having discussed it.

B) If the Union is not satisfied with the decision in

the case, it shall be appealed, within five (5) business days ofreceipt of the decision or of the termination of the period ofthe first step, to the Director of the corresponding Bureau whoshall have up to five (5) working days to resolve and/or answerthe complaint in writing.

C) The Director of the Bureau's decision may be

appealed within ten (10) days after receipt of the decision ofthe Director of the Bureau or termination of the term of thesecond step above, with the Director of Labor Relations whoshall resolve and/or respond in writing within a period notexceeding fifteen (15) days of having been subjected.

Section 2: SECOND PHASE – ARBITRATIONWhen the complaint has not been satisfactorily resolved by

the parties in the previous phase, it may be submitted toarbitration which shall be made within fifteen (15) daysfollowing the decision of the Director of Labor Relations orafter expiration of the term of the Council or decision thereof,as applicable. The referees used are those of the Conciliationand Arbitration Bureau of Labor Department, unless otherwiseagreed between the parties, and the same shall be selectedaccording to the procedure of triples and the rules of said

48

Bureau. The arbitrator's decision shall be final and binding,followed and fulfilled by the parties whenever lawfully. Theparties shall submit to the Arbitrator written submission of thecomplaint to be resolved. Where there is not an agreement on thewritten submission, the referee shall draft the same based onthe facts presented to him/her. The arbitrator may not imposedamages provided that this limitation shall not affect in anymanner the faculty to recognize rights under this Agreement, orto modify or revoke disciplinary sanctions, with theacknowledgement of the monetary compensation provided for inthis Agreement.

Section 3: All terms contained in this Article shall not be

extended to all parties, except that the Authority and the Unionthrough its official representatives decide to extend anyparticular term, in which case it shall specify the time of thenew term agreed. Any case pending before the Relations Council,at the time of the signing of this Agreement shall be continuedand completed in accordance with the above.

Section 4: In cases of discipline that do not involve

reasons for suspension contemplated in Article XLIII, Summary orPeremptory Suspensions, progressive disciplinary action beginswith a verbal warning, a written reprimand continues, then asuspension that shall not exceed thirty (30) days and finallydismissal.

Section 5: In cases where the complaint or grievance

arising from a direct decision of the Executive Director orthose in which the Union claim rights or collective rights ofthe members of the Union, under the provisions of thisAgreement, shall be filed in first instance with the Director ofLabor Relations.

The Director of Labor Relations shall have fifteen (15)

working days to reply.

When the grievance has not been satisfactorily resolved by

the parties, it may be submitted to arbitration, which shall bemade within fifteen (15) working days of the decision of theDirector of Labor Relations or after the termination of theperiod have to answer it.

ARTICLE XLIII

SUMMARY OR PEREMPTORY SUSPENSION

Section 1: In cases where a regular employee in the

Bargaining Unit has been permanently separated or shall besummarily or peremptorily suspended, within five (5) businessdays of the occurrence the situation giving rise to this action,a meeting shall be held with the affected employee, accompaniedby his/her Deputy, President of the HEO and the Director ofLabor Relations or his/her representatives, that shall inform ofthe charges against the employee.
49

In cases arising as a result of internal or external audit

of the Authority and/or cases arising out of reports of theComptroller, the Authority shall be deemed to have knowledge ofthe facts for purposes of this Article from the date the Auditorsends the report to the Executive Director. Depending on thetype of violation, if any, it shall be processed by the normalor summary procedure.

a) The Authority in the above-mentioned cases reserves

the right to impose disciplinary action that may range frompermanent separation up to such measures it deems appropriate.

Section 2: The purpose of the meeting, besides informing

about the charges, shall be that the employee report of a fact,witness, different version that may vary the chargessubstantially.

Section 3: Once the meeting referred to in Section 2 of

this Article is held, the Authority shall take the course ofaction that it deems appropriate within five (5) business days.

Section 4: a) If the decision involves a permanent

separation, the parties may use the expedited arbitration, ifthis possible and so grant the Conciliation and ArbitrationBureau of the Department of Labor and Human Resources by themethod of choosing from a list of arbitrators.

b) Any action taken other than permanent separation

under this procedure shall be carried by the ordinary course ofArbitration.

Section 5: Included in this procedure are those cases that

occurred in the following circumstances:

1. Misappropriation of property and/or funds of

the Authority.

2 Misappropriation of property and/or funds from

users or dealers of the Authority.

3 Incurred in conduct that endangers the safety of

the fellow employees or the public who visit or use the servicesof the Authority.

4 Having caused damage to the property of the

Authority.

5. Has been found in possession and/or use of

explosives.

6. Has been found in illegal possession of a firearm

and/or other prohibited weapons within the facilities of theAuthority.

7. Has been accused and/ or imprisoned for offenses

affecting the image of the Authority and its employees.

8. Having lied substantially in the job application

in order to be employed by the Authority.

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9. Has abandoned or refused to attend a drug

rehabilitation treatment or alcohol after being evaluated bydoctors of the Authority and referred by the Authority.

10. Incurred in verbal attacks consisting of

using foul language, insulting, offensive, obscene and menacingagainst the monitoring and / or management.

11. Working in an apparent state of intoxication

or drug.

12. Refuse to use or attempt to penetrate or enter

unauthorized persons to the Authority, to the areas requiringthe use of ID card issued by the Authority, docks, airports andother facilities of the Authority.

13. Incurred in attempts of and/or physical

attacks on the supervisor and/or management.

14. Has been found in possession or use and / or

arrested and charged for the use, sale, distribution and/orcomplicity, and others related to drug trafficking.

15. Accused and/or imprisoned for violation of

federal regulations governing and/or regulating the ports andairports.

16. Unjustified abandonment of service for four

days or more, without notice to the Authority, verifiable onlyby official receipt stamp of the department to which theemployee is assigned, within the period specified above.

17. That by ruse, simulation, plot, ploy or any

form of cheating, altering, change, delete from, counterfeit,with intent to defraud, any form of authority and/or signatureof any supervisor or member of management.

18. That the employee incurred in bribery or offering

bribes as it has been defined in the Criminal Code.

Section 6: Cases requiring progressive disciplinary action

shall be governed by Sections 1 through 4 of Article XLII,Dispute Resolution, and shall not be subject to the provisionsof this Article.

ARTICLE XLIV

PRIORITY OF DISCIPLINARY CASES

Section 1: The parties agree to give priority and expedite

cases involving disciplinary measures; for this purpose, theyshall use their best efforts to initiate the case hearing withina period not exceeding sixty (60) days of the filing of thedisciplinary proceeding by the Authority, that is, in theordinary procedure, the filing of the case, and in the summaryproceeding, the disciplinary action. The ordinary proceeding isthat in which the disciplinary measure is not effective untilthe determination of the Arbitrator and the summary proceedingis that in which the disciplinary action is effectiveimmediately.
51

Section 2: By giving priority to cases of suspension and

dismissal held under the two procedures, the parties agree tosuspend other cases before the selected Arbitrator that do nothave this priority.

ARTICLE XLV

COMPLIANCE WITH AGREEMENT

The parties attest that the conversations for negotiation

of this Collective Bargaining Agreement were conducted in anatmosphere of reasonableness making possible the satisfactoryunderstanding between the parties, which has undoubtedly led tomore cordial relations. In the same spirit of understanding andmaintaining the achievements and with a clear understanding ofthe responsibilities assumed by each of the parties, the partiesby mutual agreement convene that during the term of thisAgreement shall faithfully comply with each and every one of itsprovisions and in the event of claims or disputes they shallexhaust all the means provided in this Agreement. The partiesagree that during the term of this Agreement, any disputearising from the interpretation, application, administration oralleged violation of this Agreement shall be resolvedexclusively using the procedures set forth in this Agreement.

ARTICLE XLVI

GENERAL PROVISIONS

Section 1: Non Attributable AbsencesWhen for reasons attributable to the Authority and not the

employee, he/she is unable to work the day or part thereof, theAuthority shall pay the full day or part of a day as if he/shehad worked.

Section 2: Equipment - Rain Protection

The Authority shall provide employees who are required to workoutdoors equipment necessary for protection against rain.

Section 3: UniformIf the Authority requires an employee, as a condition of

employment, the use of uniform, the Authority shall provide six(6) uniforms annually, to be delivered three (3) in July andthree (3) November of each year of the term of this Agreementbeginning in the month of November 2000.

Section 4: Safety RequirementsThe Authority shall provide all the safety equipment (e.g.,

gloves, shoes) required by the employee for personal protectionin the performance of the duties, in accordance with theregulations of the Occupational Health and Safety Office of theDepartment of Labor and Human Resources. The employee shall berequired to use equipment provided by the Authority.

Section 5: Cafeteria

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The Union has the right to make recommendations regarding

the cafeterias currently operating and the Authority shallresolve any problem that to that effect the Brotherhood reports,if it is under its control to solve it.

Section 6: Bulletin BoardsThe Authority shall place at suitable sites where

employees, covered by this Agreement, are rendering serviceBulletin Boards. On these boards the Brotherhood may publishnotices of meetings, meetings of the Board of Directors,academies, Relations Council meetings, disease or death of anypartner or family of a member, provided that any otherinformation that the Brotherhood wishes to place in saidbulletin board shall first be approved by the Head ofDepartment, Division or Office or designee for that purpose.

Section 7: Prohibition and Functions Included and ExcludedThe Authority shall not confer powers and supervisory and

executive functions to an employee included within theBargaining Unit. Nor allow executives or supervisory employeesperform the duties and functions of positions included in theBargaining Unit, except in emergency cases for which theAuthority and the Union shall agree to resolve them, providedthat when the emergency arises in off hours, the Authority shallnotify the Union of the action taken during the next businessday.

Section 8: Notifications Relating to EmploymentThe Authority shall send the Brotherhood a copy of all

circulars, administrative orders or written communicationsdirected to any employee covered by this Agreement or thataffects him/her as such.

Section 9: Notifiable AbsenceAll employees covered by this Agreement are required to

notify their immediate supervisor, or his authorizedrepresentative, any absence to work within the first four (4)hour of the daily shift, except for force majeure, or justifiedcause.

Section 10: VestingAll right, concession or benefit that as of the signing of

this Agreement are enjoying any member of the Bargaining Unitindividually or collectively, that has not been modified,revoked or altered by the provisions of this Agreement shall notbe impaired to such employee or group of employed.

Section 11: Birthday DayThe Authority shall grant regular employees the birthday

off with pay. If the Authority requires the employee to work,it shall compensate it at double time. All regular employeesthat his/her birthday coincides with a day off or holiday,unless such day off falls on a Saturday, the next business day
53

it shall be given in substitution of the birthday. If theemployee works on the substitute day, he/she shall be paid atdouble time.

Section 12: Industrial Safety Committee (OSHO)When the Industrial Safety Committee (OSHO) of the

Authority discusses and considers issues related to the Maritimeand Aviation Bureaus, or Central Office, the Brotherhood shallbe entitled to have a member of the bargaining Unit representingthe sector in discussions or consideration.

Section 13: Effective StipulationsThe stipulations mentioned in the previous Agreement are

repealed. Employees who were covered by stipulations that areeliminated shall pass to the shift they had at the signing ofthe stipulation that was eliminated.

Section 14: Employment of RelativesThe Authority does not employ persons who are relatives to

work in the same work area, even on a temporary basis. Neithershall it hire relatives to work when one of them is subordinateof the other. Should a marriage occur between employees in thesame office, one spouse shall be transferred to another office.For purposes of this section, blood relatives are parents andchildren, brothers, uncles and nephews, and relatives bymarriage are sons or daughters in law and spouses.

Section 15: Due to the nature of the functions carried out

by building inspectors it is necessary that they begin theirwork day at 7:00 am and end at 3:30 pm. The meal period shall beenjoyed by these workers from 12:00 noon 1:00 pm

Section 16: In the Maritime Bureau coexists employees with

a classification of Brigades Drivers assigned to the HEO andemployees with a classification of "Utilities" assigned to theUDEM, which are separate appropriate units, and that workdifferent schedules, although both must work in unison.

To harmonize the coexistence in the daily performance of

the functions of each group, the Authority and Brotherhood ofOffice, Commerce and Annex Branches Inc. (Ports), agree toestablish the meal period pursuant to the law rather than whatis provided in Article XXII, Section 7 of the current CollectiveBargaining Agreement.

The parties further agree that the working hours of the

Drivers and Brigades shall be covered by the provisions ofArticle XXII, Section 3 of the current Collective BargainingAgreement and the schedule shall be as provided below:

A) A.M. 7:00 am Check - Out 12:00 M.D.B) P.M. Check 1:00 p.m. - 4:00 p.m. DepartureC) Meal Period Hour 12:00 M.D. - 1:00 p.m.The half hour between 3:30 pm and 4:00 pm, is understood to

be "extra" for being in excess of the regular day of 7.5 hours.

54

These provisions cover those employees engaged as drivers

of Brigade, as well as those who by reason of vacation, sickleave or any other situations substitute or replace the currentincumbents.

Section 17: in Article XXXII of this Agreement, the parties

provided everything related to Diets of the employees covered bythe Bargaining Unit.

Given the nature of the operations carried out in the boat

service from Fajardo, Culebra and Vieques, for irregularschedules, it is provided as follows:

Employees assigned to the Fajardo ferry service in

irregular shifts are browsing are entitled to breakfast wheneverthey start their work day between 3:00 am and 8:00 am.

Likewise, shall be entitled to the diet for dining when

browsing after 11:00 pm outside his/her official station ("homeport").

Section 18: A) Those employees who replace brigades drivers

in any of those bureaus of the Authority due to absences,holidays or prolonged illness, shall receive from the time theyperform their functions a spread of forty-five cents ($0.45) perhour.

Where the work continues for more than ten (10) days, the

differential is replaced by the provisions of Article X (LaborInterim).

B) Those employees specifically designated Technical

Brigades (one brigade) shall be compensated based on fortydollars ($ 40.00) per month while executing the work, exceptduring vacations and extended illness.

ARTICLE XLVII

SURVIVAL CLAUSE

If for any legal reason, a court by virtue of a final and

binding judgment declares invalid or unconstitutional or inconflict with applicable law any clauses, sections or articlesof this Agreement, this does not invalidate the rest of it andall other parts shall continue to govern with full force andeffect, except for the affected part. The contracting partiesshall meet within a period not to exceed fifteen (15) days afterbecoming aware that a part of this agreement was declared voidor is in conflict or inconsistent with any law, to discuss a newprovision that once adopted shall become part of this Agreementin full force and effect.

ARTICLE XLVIII

EFFECTIVENESS

Section 1: The term of this Agreement shall be for a period

of four (4) years, beginning on October 1, 2012 and ending on 30September 2016.
55

Section 2: When this Collective Bargaining Agreement

expires it shall survive day by day until the negotiation of anew Collective Bargaining Agreement.

Signed in San Juan, Puerto Rico on December ______, 2012.

AUTORIDAD DE LOS PUERTOS HERMANDAD DE EMPLEADOS

DE PUERTO RICO DE OFICINA, COMERCIO Y

RAMAS ANEXAS DEPUERTO RICO, INC.
EXHIBIT E TO SUPPLEMENT

ASUR General Aviation Benefits

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EXHIBIT F TO SUPPLEMENT

Material Litigation

See Attached









EXHIBIT G TO SUPPLEMENT

December 28, 2012 Correspondence

See Attached
From: Alvarez Castañeda, David (GDB) [mailto:David.Alvarez@bgfpr.com]

Sent: Friday, December 28, 2012 10:48 AM

To: kevin.willis@faa.gov

Cc: Randall.Fiertz@faa.gov; Gil Olazabal, Gerard A. (GDB); Schmidt, John R.

Subject: Concessionaire Letter Sept-15-2011

Kevin,

We have reviewed the letter dated September 15, 2011 regarding concessions at LMM to which

you made reference in our call on Dec-21-2012 (attached copy of letter).

We do not believe the letter (which as you noted predates the conclusion of the P3 bidding

process and the selection of Aerostar as the winning bidder) is any way inconsistent with the

obligations of Aerostar to assume all existing concessions and other contracts under the LMM

lease or with the ongoing efforts of both the PRPA and (since its selection) Aerostar to engage

retail concessionaires at the Airport in a positive way in the P3 process. We note the following

points about the letter:

The letter called for a pause in the process of concessions related only to the new

Terminal A and was attributable to concerns at the PRPA about the legal status of

previously granted concessions that were asserted to cover that new Terminal (which as

you know are now the subject of litigation) and the need to consider such issues before

moving forward.

Since the issuance of the letter a series of negotiation efforts have been carried out by the

PRPA with the concessionaire claiming rights with respect to the new Terminal, and

since its selection as the winning bidder such discussions have continued with Aerostar.

The letter solely relates to Terminal A and has no impact on any other current concession

agreement at LMM.

We are optimistic that agreement will be reached between the parties to the dispute regarding

Terminal A concessions. We do not believe the issues involved in that dispute have any bearing

upon or should have any impact on the conclusion of the P3 process.

Let me know if you require additional information regarding this matter.

David Alvarez

Executive Director

Puerto Rico Public-Private Partnerships Authority

Phone: 787.722.2525 ext. 15210 / 15211

Fax: 787.728.0963

Email: david.alvarez@bgfpr.com

EXHIBIT H TO SUPPLEMENT

First Amendment to the Lease Agreement

See Attached
1

AMENDMENT NO. 1 TO LUIS MUNOZ MARÍN INTERNATIONAL AIRPORT

LEASE AGREEMENT

THIS AMENDMENT, dated as of February ___, 2013 (this “First Amendment”), to the

Luis Munoz Marín International Airport Lease Agreement dated as of July 24, 2012 (the “Lease

Agreement”), by and between the Puerto Rico Ports Authority (the “Authority”), a public

corporation and government instrumentality of the Commonwealth of Puerto Rico, created

pursuant to Act No. 125 of the Legislative Assembly of Puerto Rico enacted on May 7, 1942, as

amended, and Aerostar Airport Holdings, LLC (the “Lessee” and, together with the Authority,

the “Parties”), a limited liability company organized under the laws of the Commonwealth of

Puerto Rico. Capitalized terms used but not defined herein shall have the meanings set forth in

the Lease Agreement.

WHEREAS, the Parties wish to amend the Lease Agreement in accordance with the

terms herein.

NOW, THEREFORE, the Lease Agreement is hereby amended and restated, as follows:

Section 1. Amendment of Lease Agreement. Section 3.4(a) of the Lease Agreement

is hereby amended (a) by amending clause (ix) to read as follows: “any collective bargaining

agreement that covers employees of the LMM Airport Facility and is in effect on the Date of

Closing will not be abrogated by this Agreement.” and (b) by adding the following sentence

immediately after clause (ix): “To the extent items (vi) and (ix) described above are under the

control of the Authority, the Authority will ensure that (A) safety and security at the LMM

Airport Facility will be maintained at the highest possible levels and (B) any collective

bargaining agreement that covers employees of the LMM Airport Facility and is in effect on the

Date of Closing will not be abrogated by this Agreement.”

Section 2. Amendment to Lease Agreement Schedules. Schedule 1 to the Lease

Agreement (Legal Description of LMM Airport Facility) is hereby replaced with Schedule 1

attached hereto.

Section 3. Representations and Warranties. Each of the Parties represents and

warrants to the other Party that:

(a) It has the power and authority to enter into this First Amendment and to do

all acts and things and execute and deliver all other documents as are required hereunder

to be done, observed or performed by it in accordance with the terms hereof;

(b) This First Amendment has been duly authorized, executed and delivered

by it and constitutes a valid and legally binding obligation of it, enforceable against it in

accordance with the terms hereof, subject only to (i) the effect of bankruptcy, insolvency,

reorganization, moratorium or other similar requirements of Law and judicial decisions

now or hereafter in effect generally affecting the enforcement of creditors’ rights and

remedies and (ii) the effect of requirements of Law governing equitable remedies and

defenses and the discretion of any court of competent jurisdiction in awarding equitable

remedies;
2

(c) The execution and delivery of this First Amendment by it and the

performance by it of the terms, conditions and provisions hereof do not and/or will not

contravene or violate or result in a breach of (with or without the giving of notice or lapse

of time, or both) or acceleration of any material obligations of such Party or give rise to a

right of termination, cancellation or augmentation of any obligation or loss of a material

benefit under or result in the creation of any material Encumbrance under (i) any

applicable Law or (ii) any agreement, instrument or document to which such Party is a

party or by which such Party is bound;

(d) No Consent is required to be obtained by it from, and no notice or filing is

required to be given by it to or made by it with, any Person (including any Governmental

Authority) in connection with the execution, delivery and performance by it of this First

Amendment or the consummation of the transactions contemplated hereby; and

(e) Except as amended hereby, the Lease Agreement remains in full force and

effect.

Section 4. Continuing Effect. Except as expressly provided in this Amendment, the

provisions of the Lease Agreement shall remain in full force and effect, and the Parties hereby

reserve all rights and remedies under the Lease Agreement and at law and in equity. This

Amendment shall not constitute an amendment or waiver of or consent of any provision of the

Lease Agreement except as expressly stated herein and shall not be construed as an amendment,

waiver or consent to any action on the part of the Lessee that would require an amendment,

waiver or consent of the Authority except as expressly stated herein.

Section 5. References to Agreement. All references to the Lease Agreement from

and after the execution and delivery of this Amendment, shall be deemed a reference to the

Lease Agreement as amended hereby, unless the context expressly requires otherwise.

Section 6. Governing Law. This Amendment shall be governed by the laws of the

Commonwealth of Puerto Rico, without regard to the choice of law provisions thereof, except

that the provisions of Section 19.4 of the Lease Agreement, and any arbitration conducted

thereunder, shall be governed exclusively by the Federal Arbitration Act, Article 9 §§1-16

United States Code, to the exclusion of any State, Commonwealth or Municipal Law or

Arbitration.

Section 7. Incorporation by Reference. Articles 19 and 20 of the Lease Agreement

are hereby incorporated herein mutatis mutuandis.

Section 8. Counterparts. This Amendment may be executed in any number of

counterparts, each of which when so executed and delivered shall be an original, but all of which

shall constitute one and the same instrument.

[Signature Page Follows]
First Amendment to Lease Agreement dated as of July 24, 2012 by and between The Puerto Rico

Ports Authority and Aerostar Airport Holdings LLC– Signature Page

IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be

duly executed and delivered as of the day and year first above written.

PUERTO RICO PORTS AUTHORITY

By: ________________________

Name:

Title:

AEROSTAR AIRPORT HOLDINGS, LLC

By: ________________________

Name:

Title:

By: ________________________

Name:

Title:

Acknowledged and agreed, solely for purposes of Section 4(a) of the GDB Guaranty:

GOVERNMENT DEVELOPMENT BANK FOR PUERTO RICO

By: ________________________

Name:

Title:
SCHEDULE 1

LEGAL DESCRIPTION OF THE LMM AIRPORT FACILITY

The real property which comprises the LMM Airport Facility is recorded in the Registry

of Property of Puerto Rico, First Section of Carolina, at page (folio) 10 of volume (tomo) 564 of

Carolina, property number 16,374, and is described in the Spanish language as follows:

“RUSTICA: Predio de terreno situado en los Barrios Cangrejo Arriba y

Hato Cangrejos del Municipio de Carolina, en la que se encuentran los edificios,

estructuras, instalaciones y zonas de amortiguamiento que componen el

Aeropuerto Internacional Luis Muñoz Marín, con una cabida de cinco millones

ochocientos veintidós mil seiscientos setenta y seis punto cuatro uno nueve cinco

(5,822,676.4195) metros cuadrados (equivalentes a mil cuatrocientos ochenta y

uno punto cuatro cuatro siete ocho (1,481.4478) cuerdas), compuesto de las

siguientes tres porciones de terreno:

(i) la primera y principal porción de terreno identificada en el plano de

inscripción como “Parcel A” y “Parcel A1”, con una cabida de cinco millones

cuatrocientos sesenta y cinco mil quinientos treinta punto ocho cinco seis uno

(5,465,530.8561) metros cuadrados (equivalentes a mil trescientos noventa punto

cinco ocho cero tres (1,390.5803) cuerdas), cuya cabida incluye la parcela

identificada en el plano de inscripción como “Parcel A1” con una cabida de

ochenta y siete mil quinientos sesenta y dos punto uno dos siete tres

(87,562.1273) metros cuadrados (equivalentes a veintidós punto dos siete ocho

dos (22.2782) cuerdas), con una forma irregular, en la que se encuentran los

edificios, estructuras e instalaciones del Aeropuerto Internacional Luis Muñoz

Marín, colindando por el NORTE, con la Avenida Boca de Cangrejos; por el

SUR, con la Avenida Ramón Baldorioty de Castro (PR-26); por el ESTE, con la

Laguna Torrecilla, terrenos ganados al mar de dominio público y el Canal Suárez;

y por el OESTE, con la Avenida Ramón Baldorioty de Castro (PR-26);

(ii) la segunda porción de terreno identificada en el plano de inscripción

como “Parcel B”, con una cabida de doscientos setenta y cuatro mil quinientos

noventa y uno punto cero uno cero nueve (274,591.0109) metros cuadrados

(equivalentes a sesenta y nueve punto ocho seis tres cinco (69.8635) cuerdas), con

una forma irregular, la cual está localizada al lado OESTE de la primera porción

descrita arriba y sirve como una zona de amortiguamiento para el Aeropuerto

Internacional Luis Muñoz Marín, colindando por el NORTE Y ESTE, con la

Avenida Ramón Baldorioty de Castro (PR-26); y por el SUR y OESTE, con la

Laguna San José; y

(iii) la tercera porción de terreno identificada en el plano de inscripción

como “Parcel D”, con una cabida de ochenta y dos mil quinientos cincuenta y

cuatro punto cinco cinco dos cinco (82,554.5525) metros cuadrados (equivalentes

a veintiuno punto cero cero cuatro (21.004) cuerdas), con una forma de triángulo,

la cual está localizada al lado ESTE de la primera porción descrita arriba y sirve

como una zona de amortiguamiento para el Aeropuerto Internacional Luis Muñoz

Marín, colindando por el NORTE, con el Canal Suárez; por el SUR, con la
705215215

Urbanización Vista Mar; por el ESTE, con la Urbanización Villa Venecia y la

Urbanización Vista Mar; y por el OESTE, con el Canal Suárez.”

The portion of the LMM Airport Facility which is demised pursuant to this Agreement

and subject to the Lease, is graphically shown as the area included within the yellow boundaries

(but excluding the areas shaded in blue and the areas identified as “CAF 2” and “NOAA”) in the

plan prepared by URS Caribe, LLP in June 2012 entitled “LMMA Obligation Maps” and

attached hereto as Schedule I-A, and which demised portion is described as follows:

“Parcel of land with an irregular shape located within the real property

which comprises the Luis Muñoz Marín International Airport (property number

16,374 of Carolina), with a surface area equal to five million ninety thousand one

hundred eight point six one nine five (5,090,108.6195) square meters, equivalent to

one thousand two hundred ninety-five point zero six (1,295.06) cuerdas, and which

parcel is graphically shown as the area included within the yellow boundaries in the

plan prepared by URS Caribe, LLP in June 2012 entitled “LMMA Obligation

Maps” and attached as Schedule I-A to the Luis Muñoz Marín International Airport

Lease Agreement dated as of July 24, 2012, as amended on February 25, 2013, by

and between the Puerto Rico Ports Authority and Aerostar Airport Holdings, LLC.

Said parcel of land does not include the areas shaded in blue in the aforementioned

plan and/or which are identified therein as “Muñoz Airbase National Guard,” “CAF

1,” “CAF 2,” “CAF 3,” “Vortac,” “AEE Substation,” “AEE Substation,” “FAA,”

“Hotel,” “FAA Control Tower,” “ASR,” “NOAA,” and the roads shaded in blue

and located at the west boundary of the Luis Muñoz Marín International Airport.”
EXHIBIT I TO SUPPLEMENT

Response to FAA Review of Regional Airports Plan

See Attached
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EXHIBIT J TO SUPPLEMENT

Capacity Enhancement Plan

See Attached
[NEWYORK 2683607_2]

sf-3249980

TRANSITION PLAN

This document (the “Transition Plan”) sets forth a transition plan to ensure the orderly

transition of control, custody, operation, management, maintenance and rehabilitation of the Luis

Muñoz Marín International Airport located in the Municipality of Carolina (the “Airport”) in

connection with the Closing of the transactions contemplated by the Lease Agreement between

the Puerto Rico Ports Authority the (“PRPA”) and Aerostar Airport Holdings, LLC (the

“Lessee”).

A. The Puerto Rico Ports Authority (“PRPA”) expects to receive approval from the

Federal Aviation Administration (“FAA”) to transfer control of the Airport to a private party

pursuant to the Pilot Program on Private Ownership of Airports, 49 U.S.C. § 47134 (the “Pilot

Program”). Pursuant to the conditions of that Pilot Program, the PRPA has selected the Lessee

to manage and operate the Airport.

B. The PRPA and the Lessee entered into a Lease Agreement dated July 24, 2012

(the “Lease Agreement”), pursuant to which the PRPA granted the Lessee the right to operate,

manage, maintain, improve, enhance, develop and rehabilitate the LMM Airport Facility.

C. In connection with the Closing of the transactions contemplated by the Lease

Agreement, the Lessee and the PRPA will enter into Use Agreements with each Signatory

Airline, dated as of the date of the Closing Date (the “Use Agreements”).

D. The transactions contemplated by the Lease Agreement and the Use Agreements

involve the separation, redefinition and establishment of various commercial and regulatory

relationships of varying levels of complexity. The parties agree that this Transition Plan serves

the best interests of the parties hereto by creating a framework to document and implement the

transition contemplated by the Lease Agreement and the Use Agreements in an orderly and

transparent manner:

" in accordance with Law; and

" consistent with the rights and obligations under the Lease Agreement and the Use

Agreements.

E. This Transition Plan is intended to provide a framework to assure an orderly

transition of control from the PRPA to the Lessee without disruptions in services for airlines

operating at the Airport, other Airport tenants, users, and customers, and provide the PRPA and

the Signatory Airlines with a sound understanding of how obligations under the Lease

Agreement and Use Agreements will be effectively managed. In accordance with the Transition

Plan, the parties have developed agreed-upon steps and procedures for:

(a) implementing certain aspects of the Lease Agreement and Use Agreements;

(b) providing additional information related to the parties’ respective obligations

under the Lease Agreement and Use Agreements; and
2

(c) facilitating activities with third parties, including the Federal Aviation

Administration (“FAA”), and the Transportation Security Administration (“TSA”), as part of an

orderly transition of the management and operation of the Airport by the Lessee.

F. This Transition Plan is based on, and to a large extent memorializes, the

collaborative work of the PRPA, the Lessee, and the Signatory Airlines, and is intended to serve

as a guide and reference document for a period of twelve months after the Closing Date as

defined in the Lease (the “Closing Date”) but, except as expressly stated herein, is not intended

to supersede the rights and obligations of the parties to the Lease Agreement and the Use

Agreements. This time limitation shall not apply to the CEP, which as provided for in the Use

Agreement shall continue to be in effect for the duration of the Use Agreement.

G. In addition, consistent with the terms and conditions of the Lease Agreement and

the Use Agreement, the approval by the Signatory Airlines of this Transition Plan shall be

deemed to be the approval of the Capacity Enhancement Plan, which is attached hereto as

Exhibit E, including the Revised Schedule F (attached as Exhibit B to the Capacity Enhancement

Plan), described in Section 8.13 of the Use Agreement.

ARTICLE 1

DEFINITIONS

Section 1.01 Definitions. All capitalized terms not defined in this Transition Plan have

the meanings ascribed to them in the Use Agreement or the Lease Agreement, as the case may

be.

(a) “Net PFC Amount” means the total principal amount of all PFCs that are

collected by an Airline or its Delegates, reduced by all amounts that such Airline is permitted to

retain pursuant to Section 158.53(a) of the PFC Regulations.

(b) “Unremitted PFC Funds” means PFCs collected by an Airline as of the Closing

Date, but not yet remitted to the PRPA.

Section 1.02 Duties of Ongoing Cooperation and Collaboration. The parties

recognize that the Lease Agreement and the Use Agreements may involve a number of

additional issues that are not specifically addressed in this Transition Plan. Accordingly, the

parties will cooperate and use commercially reasonable efforts to:

(a) Provide for the efficient and timely consummation of the transactions

contemplated by the Lease Agreement and the Use Agreements, including the action items

described in this Transition Plan.

(b) Address and resolve in a cooperative manner any matters relating to this

Transition Plan.

(c) Interpret this Transition Plan in a manner consistent with the intent and spirit of

the Lease Agreement, the Use Agreements and applicable Law.
3

ARTICLE 2

TRANSFER OF FUNDS

Section 2.01 Unremitted PFC Funds. From and after the Closing Date, each Airline

will remit the Net PFC Amount of all Unremitted PFC Funds by the time and as otherwise

required by Federal PFC regulations to an account (the “Regulated Funds Account”) specified

by the Lessee no later than 10 Business Days prior to such date. Prior to the Closing Date, each

Airline will remit the Net PFC Amount to the PRPA as required by Federal PFC regulations.

ARTICLE 3

INFORMATION REQUIREMENTS

Section 3.01 Information to be Provided by Airlines on the Closing Date. Within

30 days after the Closing Date, each Airline shall provide the Lessee:

(a) the number of the total arriving passengers of such Airline for the fiscal year of

the Authority ended on June 30, 2011;

(b) a copy of any posters, displays and other materials that advertise the services

offered by such Airline to the traveling public in such Airline’s Exclusive Use Space; and

(c) a statement indicating:

(i) whether such Airline is providing food service in passenger clubs

sponsored by such Airline or such Airline has contracted with a third party to provide food

services (and, as the case may be, identifying such third party);

(ii) whether such Airline is providing ground handling services for itself and

and/or its Affiliates and Alliance Partners or such Airline has contracted with a third party to

provide ground handling services (and, as the case may be, identifying such third party).

If any Airline is providing food services as contemplated by clause (i) above, such Airline shall

enter into arrangements complying with Section 3.1(m) of the Use Agreement within 30 days of

the Closing Date (provided that the concession fee contemplated by Section 3.1(m) shall apply

from and after the Closing Date). If any Airline is providing ground-handling services to any

Airline other than itself or an Affiliate or an Alliance Partner as contemplated by clause (ii)

above, such Airline shall enter into arrangements complying with Section 3.7(a) of the Use

Agreement within 30 days of the Closing Date (provided that the concession fee contemplated by

Section 3.7(a) shall apply from and after the Closing Date).

Section 3.02 Initial Traffic Information.

(a) No later than 30 days after the Closing Date, each Airline shall provide the Lessee

with the information required pursuant to Section 5.1(a) of the Use Agreements for the First

Partial Term Year.
4

(b) Until the date on which all Airlines have provided the Lessee with the information

required by Section 5.1(a), the Lessee shall invoice the Airlines based on rates set forth in the

Statement of Estimated Contribution prepared using the information provided for the year ending

December 31, 2012. Within fifteen (15) days of the date on which all Airlines have provided the

Lessee with the information required by Section 5.1(a), the Lessee shall prepare a new

Statement of Estimated Contribution, and from and after such date, the rates set forth in the new

Statement Estimates Contribution shall apply for the First Partial Term Year.

Section 3.03 Monthly Flight Schedule Report to be Provided by Airlines. The form

of the monthly flight schedule report to be provided by the Airlines to the Lessee pursuant to

Section 5.1(b) of the Use Agreements is attached hereto as Exhibit A.

ARTICLE 4

TRANSITION COMMUNICATIONS STRUCTURE

Section 4.01 Lessee and Airline Communications Prior to the Closing Date. Prior

to the Closing Date, the Lessee will provide updates to the Airlines on a periodic basis, but no

less frequently than bi-weekly, which updates shall include the following information:

(a) Airport Security Plan. The Lessee is required to produce and obtain approval of

the Airport Security Plan that conforms to TSA requirements under 49 C.F.R. § 1542. The Lessee

will provide periodic updates on its development of its Security Plan as requested by the

Executive Committee.

(b) Airport Operating Certificate. Pursuant to the Lease, the Lessee is required to

obtain an Airport Operating Certificate in accordance with 14 C.F.R. Part 139. The Lessee will

provide the Executive Committee with periodic updates on the status of its application to FAA

for the Airport Operating Certificate.

(c) Emergency Protocols. Prior to the Closing Date, the Lessee will inform the

Airlines of all emergency communications contact information and any changes in emergency

protocols.

Section 4.02 Executive Committee.

(a) The Lessee will form and operate an Executive Committee as contemplated by

Section 3.12(b) of the Use Agreement. The Executive Committee will oversee execution of the

Transition Plan to facilitate communications and problem solving. The designated representative

to the Executive Committee for the Lessee shall be Mr. Augustin Arellano Rodriguez, Chief

Executive Officer of the Lessee. The Lessee will conduct meetings of the Executive Committee

on a periodic basis as agreed by the Committee, but no less frequently than quarterly.

(b) During the twelve months after the Closing Date (the “Transition Period”), the

Executive Committee will meet no less frequently than monthly. At each monthly meeting, the

Lessee will discuss the following information with the Committee members in connection with

the Lessee’s activities at the Airport and as it relates to the Transition Plan:
5

(i) Airport functions being transitioned and the Lessee’s ultimate plan for

each function;

(ii) New activities and programs that the Lessee is implementing to properly

transition Airport functions;

(iii) A description of assessment techniques that the Lessee will use to measure

the success of each transition component;

(iv) A progress report on the status of transition activities being conducted,

noting any material deviations from the Lessee’s projections for that activity;

(v) A description of actions required to coordinate any transition activity with

authorities or other third parties;

(vi) A description of any policies or other legal actions necessary to transition

any activity;

(vii) A report on complaints received or issues encountered during the

transition process and the Lessee’s response to those matters; and

(viii) Other actions that the Lessee will take to smooth the transition, ensure

proper continuous operations, and facilitate communications.

Section 4.03 Other Joint Committees. The following Committees will be formed by

the Lessee and the Signatory Airlines to provide a communications framework to assure an

orderly transition of control from the PRPA to the Lessee without disruptions in services for

airlines operating at the Airport, other Airport tenants, users, and customers, and provide the

PRPA and the Signatory Airlines with a clear understanding of how obligations under the Lease

Agreement and Use Agreement will be effectively managed. These Committees are intended to

remain active throughout the term of the Lease as airport activities dictate:

(a) Airport Affairs Committee

(i) Members: All Signatory Airlines (who will designate a chairperson),

Lessee represented by the Airport Director, General Counsel, Director of Finance and other staff

as required

(ii) Responsibilities:

(A) Decisions on airport development plans and airport MII requests

(B) Review of estimated Total Annual Contribution and other rates and

charges matters

(iii) Periodicity: Meets semi-annually unless required more frequently due to

ongoing airport developments. Meets jointly with the Technical Committee to review annual

Lessee capital budget.
6

(iv) Status: The Airlines and the Lessee acknowledge that this Committee is

currently active, as it has been a key component of the preparations for the transition.

(b) Airline Technical Committee

(i) Members: All Signatory Airlines (who will designate a chairperson).

Airport represented by Director of Planning & Development, Director of Operations and

appropriate project staff

(ii) Responsibilities:

(A) Consultation on elaborating project definition for the Capacity

Enhancement Plan in accordance therewith.

(B) Consultation on airline facilities and operational requirements and

standards related to airport capital projects on an ongoing basis

(C) Consultation on airport construction phasing and participation in

design and construction workshops

(D) Participate in commissioning activities

(iii) Periodicity: Meets annually to review Lessee capital budget (joint meeting

with Airport Affairs Committee). Expected to meet monthly during the implementation of the

Capacity Enhancement Plan, and may meet at other times based on airport development needs.

(iv) Status: This Committee is currently active and has been a key component

of the Capacity Enhancement Plan development.

(c) Airport Operations Committee;

(i) Members: Airline station managers, Airport represented by Director of

Operations, additional Operations Department staff and construction management staff (during

phasing and construction activities). Also includes representatives of airlines’ ground handling

firms.

(ii) Responsibilities:

(A) Consultation for ongoing airport operations and customer service

including landside, terminal, airside and security

(B) Consultation on maintenance of safe, secure operations during

airport development activities

(C) Coordination of safe, efficient airline operations within the airport

operating environment including landside, terminal and airfield.
7

(D) Representation in airport stakeholder meetings regarding airport

operations and customer service issues such as coordination with TSA, USDA,

CBP and local law enforcement agencies.

(E) Participation in the CEP consultation process through design and

implementation with a focus on maintaining safe, secure airline operations during

the phasing and construction activities associated with the CEP Agreement.

(iii) Periodicity: This Committee will meet monthly or as required by the

Committee.

(iv) Status: This Committee will be formed within 30 days of the Closing Date

from the existing Station Managers Committee currently working locally with the PRPA.

Section 4.04 Key Aerostar Personnel; Aerostar Organizational Structure. An

organizational diagram for Aerostar identifying the key personnel responsible for Airport

operations is attached hereto as Exhibit B.

ARTICLE 5

BILLING AND PAYMENT

Section 5.01 Airline Annual Contribution. As provided in Section 5.2 of the Use

Agreements, the Lessee will provide each Airline operating at SJU with an initial estimate of the

following items for the First Partial Term Year in accordance with Schedule E of the Use

Agreement:

(i) the prorated Total Annual Contribution for that year;

(ii) such Airline’s Annual Contribution for the First Partial Term Year,

including its Landing Contribution, Parking Fees, Exclusive Use Rent, Domestic Terminal

Contribution, International Terminal Contribution and Local Terminal Contribution for the First

Partial Term Year;

(iii) the applicable rates for the First Partial Term Year, including the Landing

Rate, Parking Rates, Domestic Terminal Rate, International Terminal Rate and Local Terminal

Rate for the First Partial Term Year;

(iv) the percentages used to compute the Total Domestic Terminal

Contribution, Total International Terminal Contribution and Total Local Terminal Contribution,

as adjusted in accordance with Section 4.6(e) of the Use Agreements; and

(v) the information required by Section 5.10(f) of the Use Agreements.

As provided in the Use Agreement, the estimate will be pro-rated to accommodate the

shortened calendar year due to the Closing Date.
8

Section 5.02 Pro-forma Lessee Invoice with Banking Information. Attached to this

Transition Plan as Exhibit C is a pro-forma invoice containing all Lessee banking information

for the purpose of facilitating the payments from the airlines to the Lessee. The airlines will

establish Lessee in their accounts payable system as a vendor prior to the Closing Date.

Section 5.03 Miscellaneous Charges. For the First Partial Term Year the following

miscellaneous charges will be in effect in accordance with Section 5.10 of the Use Agreement:

(a) Airline Employee Parking. The cost for employee parking at the Airport for the

First Partial Term Year will be $25 per month per employee. The Airlines agree and

acknowledge that no shuttle or similar transportation service between such parking and the

Airport is required by the Airlines in connection with the current employee parking locations,

and that none will be provided by the Airport; any such transportation services will be the

responsibility of the Airlines.

(b) Employee Security Badging. The Lessee will require new security badging

following the Closing Date as part of the transition of the Airport Security Plan (ASP). The cost

for new employee security badging will be $25 for existing employees at the time of the new

badging and $50 for any new employees after the commencement of the new badging

procedures.

ARTICLE 6

CAPITAL PROJECTS

Section 6.01 Five-Year Airport Capital Improvement Plan (ACIP). The initial fiveyear ACIP is attached as Exhibit D. The five-year ACIP is prepared solely for planning

purposes as part of the Lessee’s obligations to the FAA for the Airport Improvement Program.

The ACIP contains possible airport capital projects and sources of funds for the current fiveyear period. All parties acknowledge that nothing contained in the ACIP obligates the Lessee to

commence or complete any capital project or to obtain or use any sources of funding described

in the ACIP. Any capital projects within the ACIP requiring airline MII approval have been

noted accordingly.

Section 6.02 Capacity Enhancement Plan (CEP). The Capacity Enhancement Plan is

attached to this Transition Plan as Exhibit E. The Capacity Enhancement Plan constitutes the

Plan for Terminal Reconfiguration as described in Section 8.13 of the Use Agreement.

Section 6.03 Initial Capital Projects. The commencement and completion dates for

each Initial Capital Project is attached to this Transition Plan as Exhibit F. A form of the

quarterly construction progress report contemplated by Section 6.1(b) of the Use Agreements is

attached to this Transition Plan as Exhibit G.

Section 6.04 Annual Lessee Capital Budget Planning. Within sixty (60) days of the

Closing Date, the Lessee will present its initial annual capital budget to the airlines in

accordance with Section 5.2 of the Use Agreement. The capital budget will identify any new

potential or actual Government-Mandated Capital Project or Government-Mandated Operating

Expense along with intended sources of funding.
9

Section 6.05 Airline Project Studies. The Airlines acknowledge and agree that (a)

any work required to be conducted in connection with the Airline Project Studies contemplated

by Section 6.3(e) of the Use Agreements has been included in (i) the Capacity Enhancement

Plan, which provides for a new in-line baggage system with no capital contribution from the

Airlines, and (ii) the Airline Capital Improvement Contracts entered into by the PRPA with

JetBlue, US Airways and Delta, which provide for the installation of new jet bridges at Gates

37, 38, 39, 40 and 41 in Terminal B with no capital contribution from the Airlines, as the same

have been amended by two letter agreements dated February 25, 2013 among the PRPA,

Aerostar and each of US Airways and Delta and (b) no further consultation, agreement or action

shall be required by the Lessee or the Airlines in respect of the Airline Project Studies.
1

[NEWYORK 2683607_2]

sf-3249980

EXHIBIT E TO TRANSITION PLAN

CAPACITY ENHANCEMENT PLAN

This document sets forth a “Plan for the Reconfiguration of Terminal Space,” proposed

by Aerostar Airport Holdings, LLC, a limited liability company organized under the laws of the

Commonwealth of Puerto Rico (the “Lessee”) for the reconfiguration and enhancement of the

Terminals at the Airport (the “Plan”). This Plan shall be governed in all respects by the

provisions of the Use Agreement. This time limitation shall not apply to the CEP, which as

provided for in the Use Agreement shall continue to be in effect for the duration of the Use

Agreement.

ARTICLE I

DEFINITIONS

1.1 Defined Terms.

(a) Capitalized terms used but not otherwise defined herein shall have the

meanings assigned to such terms in the Use Agreement, as it may be amended from time to time

in accordance with the terms thereof.

(b) The following capitalized terms shall have the meanings set forth below:

“Adjustment Effective Date” means the First Space Adjustment Effective Date, the

Second Space Adjustment Effective Date or the Third Space Adjustment Effective Date, as the

case may be.

“CEP Background Information” shall mean the written presentations, including drawings

and schematics, attached hereto as Exhibits C and D.1

“Commencement Date” means the Phase 2 Commencement Date, the Phase 3

Commencement Date or the Final Configuration Date, as the case may be.

“Completion Date” means the Phase 1 Completion Date, the Phase 2 Completion Date or

the Phase 3 Completion Date, as the case may be.

“Days” means calendar days.

“Final Configuration Date” means the date on which the Lessee notifies the Airlines that

the Plan has been substantially completed, as determined in accordance with Section 2.1(d)(ii).

“Phase 1 Completion Date” means the date on which the Lessee notifies the Airlines that

Phase 1 has been completed in accordance with the Plan (other than the actions described in

Sections 2.1(a)(i)(J) through 2.1(a)(i)(L), which shall be completed prior to the Final

1 Note to Draft: Aerostar expects to attach Airline Presentation 3 and 4 as Exhibits C and D.
2

Configuration Date), which date shall not be earlier than the date on which the steps described in

Section 2.1(a)(i) are substantially completed such that each Signatory Airline required to move to

different Common Use Assigned Gates and/or different Exclusive Use Space on the Phase 2

Commencement Date will be able to conduct normal Airline operations in a manner that is

substantially similar to that conducted in the prior gates and space prior to the relocation.

“Phase 2 Commencement Date” means the date on which Phase 2 shall commence, as

determined in accordance with Section 2.1(b)(ii).

“Phase 2 Completion Date” means the date on which the Lessee notifies the Airlines that

Phase 2 has been completed in accordance with the Plan, which date shall not be earlier than the

date on which the steps described in Section 2.1(b)(i) are substantially completed such that each

Signatory Airline required to move to different Common Use Assigned Gates and/or different

Exclusive Use Space on the Phase 3 Commencement Date will be able to conduct normal Airline

operations in a manner that is substantially similar to that conducted in the prior gates and space

prior to the relocation.

“Phase 3 Commencement Date” means the date on which Phase 3 shall commence, as

determined in accordance with Section 2.1(c)(ii).

“Phase 3 Completion Date” means the date on which the Lessee notifies the Airlines that

Phase 3 has been completed in accordance with the Plan, which date shall not be earlier than the

date on which the steps described in Section 2.1(c)(i) are substantially completed such that each

Signatory Airline required to move to different Common Use Assigned Gates and/or different

Exclusive Use Space on the Final Configuration Date will be able to conduct normal Airline

operations in a manner that is substantially similar to that conducted in the prior gates and space

prior to the relocation.

“Schedule F” means Schedule F to the Use Agreement.

“Space Adjustment” shall mean the Phase 1 Space Adjustment, the Phase 2 Space

Adjustment or the Phase 3 Space Adjustment, as the case may be.

1.2 Interpretation; Certain Definitions. The principles of interpretation set forth in

Section 1.2 of the Use Agreement shall be incorporated herein mutatis mutuandis.

ARTICLE II

CAPACITY ENHANCEMENT PLAN

2.1 The Plan for Reconfiguration of Terminal Space. The Parties agree that the

Plan shall consist of three separate phases:

(a) Phase 1

(i) The following actions described in Schedule 1 hereto shall be

taken by the Lessee in connection with Phase 1:
3

(A) Relocation of the USDA inspection area from Terminal B to

Terminal D;

(B) Demo and reconfigure ticketing lobby and ATO space in

Terminal D;

(C) Lower-level airline operations preparations in Concourse D;

(D) Build-out of a new “customs” holdroom in Concourse D;

(E) Preparations for renovations to the holdrooms for Gates 12

through 19;

(F) Refurbishment and/or replacement of the passenger loading

bridges (“Jet bridges”) for Gates 5, 6, 12, 14, 15 and 16;

(G) Preparation of the vacant check-in areas in Terminal A for

commuter relocation;

(H) Preparation of Gates A1 and A2 for commuter operations,

including provision for vertical circulation between Gates A1 and A2 and the

apron, such that Gates A-1 and A2 can continue to be used simultaneously with

jet aircraft operations;

(I) Expansion of the security checkpoint in Terminal A;

(J) Modifications to the Terminal A lobby to include relocation(s)

and/or removal of the vertical circulation;

(K) Improvements to the Terminal A roadways; and

(L) Interim accommodations for more Terminal A concessions.

(ii) The Lessee shall provide written notice to each Airline of the

commencement of construction works for Phase 1.

(iii) During Phase 1, the Common Use Assigned Gate locations for

each Airline shall remain as set forth in Schedule F and Schedule G attached to the Use

Agreement as such schedules exist on the Closing Date, subject to adjustment in

accordance with Schedule F (such allocation of Common Use Assigned Gates, as so

modified, the “Phase 1 Common Use Assigned Gates”).

(iv) During Phase 1, the Exclusive Use Space for each Airline shall

remain as set forth in Schedule F and Schedule G attached to the Use Agreements as such

schedules exist on the Closing Date (the “Use Agreement Space Schedules”), subject to

adjustment in accordance with clause (v) below and/or Schedule F (such allocation of

Exclusive Use Space, as so modified, the “Phase 1 Exclusive Use Space”).
4

(v) On or before the later of (x) March 31, 2013 and (y) the date that is

75 days after the Closing, each Signatory Airline shall have the right to request to the

Lessee in writing a reduction or expansion in its Exclusive Use Space and the Lessee

shall be obligated to accommodate such reduction or use commercially reasonable efforts

to accommodate such expansion, as the case may be (a “Phase 1 Space Adjustment”),

which reduction or expansion shall take effect 120 days following the Closing (the “First

Space Adjustment Effective Date”). Any Signatory Airline that requests a reduction in

its Exclusive Use Space shall, unless otherwise agreed by Lessee on a case-by-case basis

(which agreement shall not be unreasonably withheld in the case of premises that are

scheduled to be vacated by such Signatory Airline at the request of the Lessee on the

Phase 2 Commencement Date) comply with the final sentence of Section 3.3(b)(i) of the

Use Agreement with respect to the condition of the premises associated with such

reduction. For the avoidance of doubt, the rights of the Signatory Airlines are in addition

to and not in lieu of the rights of the Signatory Airlines under Section 3.3(b)(iii) or any

other applicable provision of the Use Agreement.

(b) Phase 2

(i) The following actions described in Schedule 2 will be taken by the

Lessee in connection with Phase 2:

(A) Movement of Airlines to the Common Use Assigned Gates

described in Section 2.1(b)(iii), including:

1) Commuters move gate holdroom/boarding to A1/A2

holdroom;

2) Commuters remain on aprons at Gates 32/34 and 31/33;

and

3) All Concourse B Gates move to Concourse D;

(B) Movement of Airlines to the ticket counters and other Exclusive

Use Space described in Section 2.1(b)(iv) and depicted in Schedule 2, including:

1) Commuters move ticket counters to Terminal A; and

2) All Terminal B ticketing and ATO moves to Terminal D;

(C) Construction of the FIS connector between the existing FIS and

Concourses A and B;

(D) Closure of the departures level of Terminals B and C for

construction;

(E) Use by the Airlines of the arrivals level for Terminals B and C for

baggage claim operations;
5

(F) Closure of Concourse B for construction;

(G) Use of a “secure-side shuttle” on the airside for the purposes of

connecting passengers among Concourses A, C and D during Phase 2

construction;

(H) Provision for vertical circulation between the “Customs” holdroom

and the apron; and

(I) Construction of an in-line Baggage Handling System (BHS) for

Terminals B and C.

(J) Activation of the existing, or installation of new, moving sidewalks

from Concourse C to D.

(ii) The Lessee’s initial estimate of the Phase 2 Commencement Date

is November 15, 2013; however, the Phase 2 Commencement Date shall be no earlier

than the Phase 1 Completion Date. If the Lessee’s estimate of the Phase 2

Commencement Date changes to a later date from the Lessee’s prior estimate as

previously notified to Airlines, the Lessee shall provide each Signatory Airline notice of

such change and the new estimated Phase 2 Commencement Date at least thirty (30) days

(or such shorter period as may be agreed by a Terminal MII) prior to such initially set and

new estimated dates.

(iii) The preliminary allocation of Common Use Assigned Gates for

each Airline during Phase 2 shall be as set forth on Schedule 2 hereto, as may have been

modified prior to the Phase 2 Commencement Date in accordance with Schedule F (such

allocation of Common Use Assigned Gates, as so modified, the “Phase 2 Common Use

Assigned Gates”). The Phase 2 Common Use Assigned Gates shall be deemed to amend

and replace the Common Use Assigned Gates set forth in Schedule F and Schedule G to

the Use Agreement during Phase 2 (provided that the Phase 2 Common Use Assigned

Gates may continue to be modified during Phase 2 in accordance with Schedule F).

(iv) The preliminary allocation of Exclusive Use Space for all Airlines

during Phase 2 shall be as set forth on Schedule 2 hereto, as such schedule may have been

modified prior to the Phase 2 Commencement Date as a result of any prior Space

Adjustments in accordance with Section 2.2(c), in accordance with Section 2.1(b)(v)

and/or Schedule F (such allocation of Exclusive Use Space, as so modified, the “Phase 2

Exclusive Use Space”). The Phase 2 Exclusive Use Space shall be deemed to amend and

replace the Exclusive Use Space set forth in Schedule F and Schedule G to the Use

Agreement during Phase 2 (provided that the Phase 2 Exclusive Use Space may continue

to be modified during Phase 2 in accordance with Schedule F).

(v) Between ninety (90) and sixty (60) days prior to the Lessee’s

initial estimated Phase 2 Commencement Date, each Signatory Airline shall have the

right to request in writing a reduction or expansion in its Phase 2 Exclusive Use Space

and the Lessee shall be obligated to accommodate such reduction or use commercially

reasonable efforts to accommodate such or expansion (a “Phase 2 Space Adjustment”),
6

which reduction or expansion shall take effect on the Phase 2 Commencement Date (the

“Second Space Adjustment Effective Date”). Any Signatory Airline that requests a

reduction or expansion in its Exclusive Use Space shall comply with the final sentence of

Section 3.3(b)(i) of the Use Agreement with respect to such reduction, unless otherwise

agreed by Lessee on a case-by-case basis (which agreement shall not be unreasonably

withheld in the case of premises that are scheduled to be vacated by such Signatory

Airline at the request of the Lessee on the Phase 2 Commencement Date). For the

avoidance of doubt, the rights of the Signatory Airlines are in addition to and not in lieu

of the rights of the Signatory Airlines under Section 3.3(b)(iii) or any other applicable

provision of the Use Agreement.

(vi) No later than forty-five (45) days prior to the Lessee’s initial

estimated Phase 2 Commencement Date, the Lessee shall deliver to each Airline a revised

Schedule 2 which shall reflect any modifications made prior thereto (i) as a result of any

prior Space Adjustments in accordance with Section 2.2(c), (ii) in accordance with

Section 2.1(b)(v) and/or (iii) in accordance with Schedule F (provided that after such

date, the Lessee may continue to make adjustments pursuant to Schedule F, and shall

promptly notify each Airline of any such adjustments).

(vii) No later than the Phase 2 Commencement Date, each Airline shall

commence operations in the Phase 2 Common Use Assigned Gates and Phase 2

Exclusive Use Space. If an Airline has moved to a different location of gates, such

Airline shall have removed or reasonably determined to abandon any improvements

made by such Airline to its Phase 1 Common Use Assigned Gates and Phase 1 Exclusive

Use Space or have relocated such improvements to its Phase 2 Common Use Assigned

Gates and Phase 2 Exclusive Use Space, the reasonable and documented cost of the

relocation or removal (or, if Lessee so agrees, replacement) of improvements made to

Phase 1 Common Use Assigned Gates and Phase 1 Exclusive Space shall be borne by the

Lessee subject to Sections 2.2(d) and 3.1 below, provided that if the Airline decides to

relocate such improvements, the Lessee may at its sole discretion hire contractors or carry

out such relocation. For the avoidance of doubt, the Airline may reasonably determine to

abandon improvements at its current space and direct the Lessee to discard such

improvements at the Lessee’s sole cost and expense.

(c) Phase 3

(i) The following actions described in Schedule 3 hereto shall be

taken by the Lessee in connection with Phase 3:

(A) Movement of Airlines to the Common Use Assigned Gates

described in Section 2.1(c)(iii), including:

1) Commuters move to permanent apron with FIS Access;

2) DL, UA, WN, NK and CM move to Concourse B gates;

and

3) B6 International operates from new FIS-capable gates in
7

Terminal A;

(B) Movement of Airlines to the ticket counters and other Exclusive

Use Space described in Section 2.1(c)(iv) and depicted in Schedule 3, including:

1) Commuters move to permanent ticket counters in B/C; and

2) Airlines move to permanent ticket counters in B/C;

(C) Use of the secure-side connection between Concourses A and B

and D; and

(D) Closure of Concourse C for construction.

(ii) The Lessee’s initial estimate of the Phase 3 Commencement Date

is November 15, 2014; however, the Phase 3 Commencement Date shall be no earlier

than the Phase 2 Completion Date. If the Lessee’s estimate of the Phase 3

Commencement Date changes to a later date from the Lessee’s prior estimate as

previously notified to Airlines, the Lessee shall provide each Signatory Airline notice of

such change and the new estimated Phase 3 Commencement Date at least thirty (30) days

(or such shorter period as may be agreed by a Terminal MII) prior to such initially set and

new estimated dates.

(iii) The preliminary allocation of Common Use Assigned Gates for

each Airline during Phase 3 shall be as set forth on Schedule 3 hereto, as modified prior

to the Phase 3 Commencement Date in accordance with Schedule F (such allocation of

Common Use Assigned Gates, as so modified, the “Phase 3 Common Use Assigned

Gates”). The Phase 3 Common Use Assigned Gates shall be deemed to amend and

replace the Common Use Assigned Gates set forth in Schedule F and Schedule G to the

Use Agreement during Phase 3 (provided that the Phase 3 Common Use Assigned Gates

may continue to be modified during Phase 3 in accordance with Schedule F).

(iv) The preliminary allocation of Exclusive Use Space for all Airlines

during Phase 3 shall be as set forth on Schedule 3 hereto, as such schedule may have been

modified prior to the Phase 3 Commencement Date as a result of any prior Space

Adjustments in accordance with Section 2.2(c), in accordance with Section 2.1(c)(v) or in

accordance with Schedule F (such allocation of Exclusive Use Space, as so modified, the

“Phase 3 Exclusive Use Space”). The Phase 3 Exclusive Use Space shall be deemed to

amend and replace the Exclusive Use Space set forth in Schedule F and Schedule G to the

Use Agreement during Phase 3 (provided that the Phase 3 Exclusive Use Space may

continue to be modified during Phase 3 in accordance with Schedule F).

(v) Between ninety (90) and sixty (60) days prior to the Lessee’s

initial estimated Phase 3 Commencement Date, each Signatory Airline shall have the

right to request in writing a reduction or expansion in its Phase 3 Exclusive Use Space

and the Lessee shall be obligated to accommodate such reduction or use commercially

reasonable efforts to accommodate such expansion (a “Phase 3 Space Adjustment”),

which reduction or expansion shall take effect on the Phase 3 Commencement Date (the
8

“Third Space Adjustment Effective Date”). Any Signatory Airline that requests a

reduction in its Exclusive Use Space shall comply with the final sentence of Section

3.3(b)(i) of the Use Agreement with respect to such reduction, unless otherwise agreed by

Lessee on a case-by-case basis (which agreement shall not be unreasonably withheld in

the case of premises that are scheduled to be vacated by such Signatory Airline at the

request of the Lessee on the Phase 3 Commencement Date). For the avoidance of doubt,

the rights of the Signatory Airlines are in addition to and not in lieu of the rights of the

Signatory Airlines under Section 3.3(b)(iii) or any other applicable provision of the Use

Agreement.

(vi) No later than forty-five (45) days prior to the Lessee’s initial

estimated Phase 3 Commencement Date, the Lessee shall deliver to each Airline a revised

Schedule 3 which shall reflect any modifications made prior thereto (i) as a result of any

prior Space Adjustments in accordance with Section 2.2(c), (ii) in accordance with

Section 2.1(c)(v) and/or (iii) in accordance with Schedule F (provided that after such

date, the Lessee may continue to make adjustments in accordance with Schedule F, and

shall promptly notify each Airline of any such adjustments).

(vii) No later than the Phase 3 Commencement Date, each Airline shall

commence operations in the Phase 3 Common Use Assigned Gates and Phase 3

Exclusive Use Space. If an Airline has moved to a different location of gates, such

Airline shall have removed or reasonably determined to abandon any improvements

made by such Airline to its Phase 2 Common Use Assigned Gates and Phase 2 Exclusive

Use Space or have relocated such improvements to its Phase 3 Common Use Assigned

Gates and Phase 3 Exclusive Use Space, the reasonable and documented cost of the

relocation or removal (or, if Lessee so agrees, replacement) of improvements made to

Phase 2 Common Use Assigned Gates and Phase 2 Exclusive Space shall be borne by the

Lessee subject to Sections 2.2(d) and 3.1 below, provided that if the Airline decides to

relocate such improvements, the Lessee may at its sole discretion hire contractors or carry

out such relocation. For the avoidance of doubt, the Airline may reasonably determine to

abandon improvements at its current space and direct the Lessee to discard such

improvements at the Lessee’s sole cost and expense.

(d) Final Configuration

(i) The following actions shall be taken be taken by the Lessee in

connection with the Final Configuration:

(A) Movement of Airlines to the Common Use Assigned Gates

described in Section 2.1(d)(iii), including:

1) AA moves its gates to Concourse C; and

2) US moves its gates to Concourse C; and

(B) Movement of Airlines to the ticket counters and other Exclusive

Use Space described in Section 2.1(d)(iv) and depicted in Schedule 4, including:
9

1) AA moves its Admirals’ Club to Concourse C.

(ii) The Lessee’s initial estimate of the Final Configuration Date is

August 15, 2015; however, the Final Configuration Date shall be no earlier than the

Phase 3 Completion Date. If the Lessee’s estimate of the Final Configuration Date

changes to a later date from the Lessee’s prior estimate as previously notified to Airlines,

the Lessee shall provide each Signatory Airline notice of such change and the new

estimated Final Configuration Date at least thirty (30) days (or such shorter period as may

be agreed by a Terminal MII) prior to such initially set and new estimated dates.

(iii) On and after the Final Configuration Date, the Common Use

Assigned Gate locations for each Airline shall be as set forth on Schedule 4 hereto, as

such schedule may have been modified prior to the Final Configuration Date in

accordance with Schedule F (such allocation of Common Use Assigned Gates, as so

modified, the “Final Configuration Common Use Assigned Gates”). The Final

Configuration Common Use Assigned Gates shall be deemed to amend and replace the

Common Use Assigned Gate locations set forth in Schedule F and Schedule G to the Use

Agreement as of the Final Configuration Date.

(iv) On and after the Final Configuration Date, the Exclusive Use

Space for all Airlines shall be as set forth on Schedule 4 hereto, as such schedule may be

modified prior to the Final Configuration Date as a result of any prior Space Adjustments

in accordance with Section 2.2(c), or in accordance with Schedule F (such allocation of

Exclusive Use Space, as so modified, the “Final Configuration Exclusive Use Space”).

The Final Configuration Exclusive Use Space shall be deemed to amend and replace the

Exclusive Use Space set forth in Schedule F and Schedule G to the Use Agreement as of

the Final Configuration Date.

(v) No later than sixty (60) days prior to the Final Configuration

Completion Date, the Lessee shall deliver to each Airline a revised Schedule 4 which

shall reflect any modifications made prior thereto (i) as a result of any prior Space

Adjustments in accordance with Section 2.2(c) and/or (ii) in accordance with Schedule F

(provided that after such date, the Lessee may continue to make adjustments in

accordance with Schedule F, and shall promptly notify each Airline of any such

adjustments).

(vi) No later than the Final Configuration Date, each Airline shall

commence operations in the Final Configuration Common Use Assigned Gates and Final

Configuration Exclusive Use Space. If an Airline has moved to a different location of

gates, such Airline shall have removed or reasonably determined to abandon any

improvements made by such Airline to its Phase 3 Common Use Assigned Gates and

Phase 3 Exclusive Use Space or have relocated such improvements to its Final

Configuration Common Use Assigned Gates and Final Configuration Exclusive Use

Space, the reasonable and documented cost of the relocation or removal (or, if Lessee so

agrees, replacement) of improvements made to Phase 3 Common Use Assigned Gates

and Phase 3 Exclusive Space shall be borne by the Lessee subject to Sections 2.2(d) and

3.1 below, provided that if the Airline decides to relocate such improvements, the Lessee
10

may at its sole discretion hire contractors or carry out such relocation. For the avoidance

of doubt, the Airline may reasonably determine to abandon improvements at its current

space and direct the Lessee to discard such improvements at the Lessee’s sole cost and

expense.

(vii) On and after the Final Configuration Date:

(A) Except for the areas described below in Sections 2.1(d)(vii)(B)3)

and (B)4), Terminals D and E shall be closed, provided that they shall remain

reserved for future capacity expansion at the sole discretion of the Lessee;

(B) The operational footprint of the Terminal will be no more than

1,500,000 square feet comprised of the following areas:

1) Terminal A: departure and arrivals levels and Concourse A

gates;

2) Terminal B/C: departure and arrivals levels and Concourses

B and C gates;

3) FIS Facility: immigration and customs level; and

4) Outbound Baggage Facility: ground level below customs

level; and

(C) Any further consolidation, relinquishment, reassignment,

designation and recapture by the Lessee of Common Use Assigned Gates and

Exclusive Use Space from the Common Use Assigned Gates and Exclusive Use

Space as set forth in Sections 2.1(d)(iii) and (iv) above shall only be effected as

set forth in Schedule F and the Use Agreements.

2.2 Plan Implementation Principles.

(a) Generally. The Lessee shall consult and cooperate with the Airlines in

good faith in designing any necessary technical plans and in seeking any necessary approvals for

implementation of the Plan. At the request of any Airline, the Lessee shall make itself available

within a reasonable amount of time to meet with such Airline and any other Airline wishing to

meet with the Lessee to discuss the Plan and its implementation. At the request of an Airline, the

Lessee shall provide copies of the drawings and technical plans for the Plan as the same are

developed throughout the construction. The Airlines will use commercially reasonable efforts to

(i) support the implementation of the Plan, including seeking any necessary approvals for

implementation of the Plan and (ii) take such other reasonable actions as may be requested from

time to time by the Lessee in support of the Plan (provided that any such actions, to the extent

requested by the Lessee, shall be at the expense of the Lessee). The final decision with respect to

the implementation of any aspect of the Plan (except as expressly set forth herein) shall be

subject to the reasonable discretion of the Lessee, except as expressly set forth herein and

provided that such implementation does not result in a material change in the Plan as presented

in the CEP Background Information.
11

(b) Disruption. The Lessee shall use commercially reasonable efforts to

minimize any disruption to any operations of the Airlines during the implementation of the Plan.

Such commercially reasonable efforts shall include the type of actions taken at other Comparable

Public Airports to avoid disruption to Airline operations when such airports undertake projects

similar to the Plan.

(c) Space Reductions. If any Signatory Airline has requested a Space

Adjustment during a Phase, the Exclusive Use Space allocated to such Signatory Airline in the

corresponding schedule for the next phase shall be proportionally adjusted, such that the

percentage of Exclusive Use Space allocated to such Signatory Airline in the schedule is

approximately equal to the percentage of Exclusive Use Space allocated to such Signatory

Airline after such Space Adjustment. The Lessee shall, to the extent reasonably practicable,

apply such adjustments to Exclusive Use Space that is used for the same purposes as the

Exclusive Use Space adjusted in the Space Adjustment.

(d) Airline Improvements to Common Use Gates, Exclusive Use Space. Each

Airline agrees to take into account, when making improvements to its Common Use Assigned

Gates and to its Exclusive Use Space, the relocations, removals or abandonments that may be

required in connection with the Plan, and agrees to consult with the Lessee prior to making any

material improvements to Common Use Assigned Gates or Exclusive Use Space that may have

to be relocated, removed or abandoned or require reimbursement from the Lessee. The Lessee

shall bear the cost of relocation, removal or abandonment or reimbursement, or both, on a “like

for like” basis, corresponding to an approximately equivalent amount of Exclusive Use Space or

reduced Exclusive Use Space, and shall not be responsible for more than the costs for buildout of

an approximately equivalent amount of Exclusive Use Space granted to an airline pursuant to

Section 2.1(a)(v), 2.1(b)(v) or 2.1(c)(v).

(e) Timing. The Lessee shall use commercially reasonable efforts to

accomplish the implementation of the Plan as expeditiously as is practicable. The Lessee will

consult with the Airlines with respect to any material delay in the anticipated Commencement

Dates as indicated herein and will notify the Airlines of any event that is reasonably likely to

result in such a material delay. Notwithstanding anything to the contrary in this Section 2.2 (e),

the Initial Capital Projects shall continue to be governed by Section 6.1 of the Use Agreement.

2.3 Reports. Until the Final Reconfiguration Date, the Lessee, at its sole cost and

expense, shall deliver to each Signatory Airline on a monthly basis a report detailing the status

of the implementation of the Plan (including the progress towards implementation and the

estimated Completion Date of each Phase) and any material changes to the Financial Plan. In

addition, the Lessee shall give notice to each Signatory Airline promptly upon the occurrence

of any Completion Date and if it appears likely that the Plan or the completion of any Phase

will be delayed in any material respect.

2.4 Contractors. The final sentence of Section 6.3(h) of the Use Agreement shall

not be applicable to any contract for implementation of the Plan.
12

2.5 Abandonment of Plan.

(a) If, at any time, the Lessee determines that based on unforeseen

circumstances it is unable to complete the Plan or any Phase or portion thereof or will be

suspending implementation of the Plan for a period of longer than 6 months, other than as a

result of a Force Majeure Event, the Lessee shall (i) notify the Airlines of the abandonment or

suspension of the Plan or such Phase or portion thereof and (ii) shall propose to the Airlines

that would be or have been relocated under the Plan a proposed plan to address such

abandonment or suspension (such notice and plan, an “Abandonment/Suspension Notice”).

The Airlines shall cooperate in good faith with the Lessee in developing an acceptable plan in

connection with this Section 2.5, which plan may be agreed by a Terminal MII. The costs and

expenses of relocating the Airlines (and any improvements made to Common Use Assigned

Gates or Exclusive Use Space), if any, in connection with this Section 2.5 shall be borne by the

Lessee in accordance with Section 3.1. For the avoidance of doubt, the Lessee shall

nonetheless be obligated to complete the Initial Capital Projects in accordance with Section 6.1

of the Use Agreement.

(b) If (i) after 120 days from the delivery of an Abandonment/Suspension

Notice, the Lessee and the Signatory Airlines have not agreed (other than as a result of the

failure of the Airlines to cooperate in good faith) on a plan to address such abandonment as

contemplated in clause (a) above and (ii) a Terminal MII determines that the abandonment or

suspension of the Plan is materially and adversely disrupting the operations of the Signatory

Airlines at the Airport, then the Signatory Airlines participating in such Terminal MII shall

have the right to complete such restoration and repair projects as are reasonably necessary to

mitigate such disruptions to their operations, and all documented out-of-pocket costs and

expenses reasonably incurred by the Signatory Airlines in performing such projects shall be

reimbursed to the Airlines in accordance with the final sentence of Section 3.1.

ARTICLE III

FUNDING AND EXPENSES

3.1 Costs and Expenses. The costs and expenses of implementing the Plan shall be

borne solely by the Lessee. Notwithstanding anything to the contrary in the Use Agreement,

the Airlines shall not bear any costs relating to Government Mandated Capital Projects or

Government Mandated Operating Expense resulting from the Plan or the implementation of

LMM Terminal Construction Plan to the extent that such Government Mandated Capital

Project or Government Mandated Operating Expense arise from any applicable Law or airport

certification requirement that was in effect on the Closing Date. In the event that the

implementation of the Plan requires the relocation of any improvement made by an Airline to

its Common Use Assigned Gates or Exclusive Use Space (other than as a result of a Space

Adjustment), the Lessee shall reimburse the Airline for the reasonable and documented costs of

such relocation or replacement, provided that in lieu thereof, the Airline may, at its sole

discretion, require the Lessee to (x) remove, at its own cost and expense, such improvement

and reimburse the Airline for the reasonable and documented cost of such improvement or (y)
13

relocate such improvement or make a new comparable improvement using its own staff and/or

equipment or staff and/or equipment contracted for by the Lessee for such purpose (subject to

any reasonable and customary insurance and indemnification requirements imposed by the

applicable Airline in accordance with its policies and practices at Comparable Public Airports).

Any costs and expenses for which an Airline seeks reimbursement from the Lessee shall be

submitted by the Airline to the Lessee, with supporting documentation, no later than sixty (60)

days immediately following a relocation or removal of an improvement. Lessee shall

reimburse the Airline for any amounts not subject to dispute no later than thirty (30) days after

the Airline’s reimbursement request has been submitted together with all supporting

documentation.

3.2 Government Funding Sources.

Each Airline agrees to use commercially reasonable efforts to support the use of

any available federal funding (including without limitation AIP and TSA grants)

and the use of PFCs to fund costs and expenses incurred in connection with the

implementation of the Plan, including costs and expenses required to be

reimbursed by the Lessee pursuant to Section 3.1 provided that this provision

shall not obligate the Signatory Airlines with respect to federal funding and the

use of PFCs for any capital project not contemplated by the Plan, as to which

Section 6.3(b) of the Use Agreement shall continue to apply. For the avoidance

of doubt, the Airlines’ support required under this Section 3.2 shall not include

amending or revising Schedule F or the Use Agreement.

3.3 Financial Plan. The indicative financial plan for the Plan as of the date hereof

is set forth in Exhibit A hereto. The Lessee reserves the right to modify the financial plan at its

sole discretion provided that such modifications do not require an increase to the Total Annual

Contribution. The Lessee represents and warrants that, as of the Closing Date, it will have

entered into a multiple-draw credit facility providing for loans for the purposes of capital

expenditures in an aggregate amount of at least US$50 million.

ARTICLE IV

ADJUSTMENTS TO STATEMENT OF ANNUAL CONTRIBUTIONS; EXCLUSIVE

USE SPACE

4.1 Adjustments Due to Space Adjustments. If any Signatory Airline has elected

to make a Space Adjustment and if such Space Adjustment is a reduction and the Exclusive

Use Space that is returned to Lessee by such Signatory Airline is not leased by another tenant

at the Airport, subject to Section 5.3 of the Use Agreement, the Statement of Estimated

Annual Contribution for each Airline shall be adjusted by the Lessee, effective on the Space

Adjustment Effective Date following such Adjustment so as to adjust the Domestic Terminal

Rate, the International Terminal Rate or the Local Terminal Rate, as appropriate under the

circumstances, in order to take into account the aggregate reduction or expansion in Total

Exclusive Use Rent, if any, and any corresponding increase or decrease in the Domestic

Terminal Contribution, International Terminal Contribution or Local Terminal Contribution, as

the case may be.
14

4.2 Adjustments Not Exclusive. Any adjustment to the Statement of Estimated

Annual Contribution pursuant to Section 4.1 shall be in addition to any adjustment permitted

under the Use Agreement.

4.3 Notice and Effect. The Lessee shall provide to each Airline notice of any

adjustment permitted pursuant to Section 4.1 and the effect thereof on the Monthly Payments at

least 30 days prior to the applicable Adjustment Effective Date. If requested by the Executive

Committee or any Signatory Airline, the Lessee shall make appropriate representatives

available to discuss the adjustment, the revised Statement of Estimated Annual Contribution

and the revised Monthly Payment. Upon the applicable Adjustment Effective Date, Airlines

shall make payments to the Lessee for the remainder of the year as provided in the Use

Agreement but in the amount of the revised Monthly Payment.

4.4 Adjustments to Exclusive Use Space Invoices. If the amount of Exclusive

Use Space allocated to an Airline is decreased or increased as a result of a Space Adjustment,

then on the applicable Adjustment Effective Date, such Airline shall be invoiced for such

increased or decreased amount of Exclusive Use Space.

ARTICLE V

CONDITION PRECEDENT TO EFFECTIVENESS

This Plan shall not become effective unless the following condition precedent is satisfied

or waived:

5.1 Use Agreement Approval. The approval described in Section 8.13 of the Use

Agreement has been obtained. If the condition precedent described in Section 8.13 of the Use

Agreement has been satisfied, the Plan shall become effective on the Closing Date.

ARTICLE VI

INDEMNIFICATION

6.1 Indemnification.

(a) The Lessee agrees to indemnify each Airline, each of its respective

officials, agents and employees, and each of its respective successors and assigns, individually

and collectively, from and against any claim, action, loss, damage, injury, liability and cost and

expense of whatsoever kind or nature (including reasonable attorney fees, disbursements, court

costs and expert fees), due to or caused by injury to persons, including death, or damage to

property or other tort claims to the extent caused by the implementation of this Plan, except to

the extent that such injury or damage is caused by the negligence or willful misconduct of such

Airline, a third party not contractually related to the Lessee, or their respective officers,

employees, agents, successors, or assigns, as applicable.

(b) Each Airline shall indemnify, save, hold harmless, and defend the Lessee

and its officials, agents and employees, and each of their respective successors and assigns,

individually and collectively, from and against any claim, action, loss, damage, injury, liability,
15

and cost and expense of whatsoever kind or nature (including reasonable attorney fees,

disbursements, court costs, and expert fees) due to or caused by injury to persons, including

death, or damage to property or other tort claims to the extent caused by such Airline or any of

such Airline’s contractors, while such contractor is performing work on behalf of Airline, in

connection with this Plan, except to the extent such injury or damage is due to or caused by the

negligence or willful misconduct of the Lessee, a third party not contractually related to such

Airline, or its officers, employees, agents, successors, or assigns, as applicable.

ARTICLE VII

MISCELLANEOUS

7.1 Use Agreement. Except as expressly modified by this Plan, all of the provisions

of the Use Agreement remain in full force and effect for all purposes and shall apply to the

Plan including without limitation the dispute resolution provisions of Article 11 of the Use

Agreement.

7.2 Notice Periods. If any notice period provided for in this plan in respect of the

temporary closure of areas of the Airport would be less than the notice period required by

Section 3.2(c) of the Use Agreements, each Signatory Airline shall be deemed to have

waived Section 3.2(c) with respect to such temporary closure provided that notice thereof has

been given in accordance with this Plan.

7.3 Entire Plan. This Plan, including the attached exhibits and endorsements,

constitutes the entire agreement of the Parties on the subject matter hereof.

7.4 Changes to the Plan. Any change to this Plan shall be deemed an

amendment to the Use Agreement and be governed by the provisions of Section 12.6(b) of

the Use Agreement.

ARTICLE VIII

REVISED SCHEDULE F AND USE AGREEMENT AMENDMENT

8.1 Revised Schedule F. As part of the Plan, the Lessee and the Airlines agree to

the revisions of Schedule F as set forth in the Revised Schedule F attached hereto as Exhibit B.

Revised Schedule F shall go into the effect and replace Schedule F to the Use Agreement at the

same time as the Plan, subject to the conditions precedent for effectiveness of the Plan set forth

in Article V above.

8.2 Amendments to the Use Agreement.

(a) Section 6.3(c)(vii) of Use Agreement. As part of the terms and

conditions for the approval by the Airlines of this Plan, the parties have agreed to the

amendment and restatement of Section 6.3(c)(vii) of the Use Agreement, effective

immediately after the Closing, as follows:

Small Capital Projects. Notwithstanding the foregoing provisions,
16

the Lessee shall bear the costs for Small Capital Projects, up to a

maximum of $750,000 (which amount shall be adjusted in

accordance with the following sentence) per Term Year, and shall

not add the same to the Total Annual Contribution. Such amount

shall be adjusted in every Term Year after the first Term Year by

multiplying the CPI Factor for such Term Year by such amount

applicable in the prior Term Year.

(b) Section 6.2(c) of Use Agreement.

(i) The parties have also agreed to amend the Use

Agreement to strike the second sentence of Section 6.2(c) that provided

for the priority of the Use of PFCs and read as follows: “Any PFCs that

are not shown on Schedule K shall be used, in order of priority, for (i) the

Initial Capital Projects, (ii) Government-Mandated Capital Projects, (iii)

Airline Projects, (iv) Capital Projects for the Airfield and Terminal Areas

in accordance with Section 6.3(c) and (v) other PFC-eligible projects.”

The parties acknowledge that the Lessee has full discretion in the use and

priority of PFCs.

(ii) Accordingly, Section 6.2(c) of the Use Agreement

is amended and restated in its entirety, effective immediately after

Closing, as follows:

6.2(c) Schedule K sets forth all PFC commitments as of the Closing. PFCs

collected at the Airport shall not be used to finance projects at any other airport.

(c) Amendments. For the avoidance of doubt, the

amendments of the Use Agreement set forth in this Section 8.2 shall be effective

during the entire term of the Use Agreement.

[The Remainder of this Page Intentionally Left Blank]
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EXHIBIT A TO CAPACITY ENHANCEMENT PLAN

FINANCIAL PLAN
EXHIBIT B TO CAPACITY ENHANCEMENT PLAN

REVISED SCHEDULE F

TERMINAL FACILITY UTILIZATION

F.1 INTRODUCTION

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F.2 STATEMENT OF INTENT

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2NWQNSJ KTW YMJ TWNLNSFQ HTXY# SJY TK IJUWJHNFYNTS YT YMJ IFYJ TK WJNRGZWXJRJSY

!YMJ aZSIJUWJHNFYJI [FQZJb"# TK YMJ BNLSFYTW^ 2NWQNSJ`X NRUWT[JRJSYX YMFY

HFSSTY GJ WJQTHFYJI UZWXZFSY YT YMJ UWT[NXNTSX TK YMNX BJHYNTS1 ,-+0($%$ YMFY NS

QNJZ TK WJNRGZWXNSL YMJ ZSIJUWJHNFYJI [FQZJ TK YMJ BNLSFYTW^ 2NWQNSJ`X

NRUWT[JRJSYX# YMJ <JXXJJ RF^ WJUQFHJ XZHM NRUWT[JRJSYX \NYM QNPJ

NRUWT[JRJSYX NS YMJ HTSXTQNIFYJI XUFHJ% ;K YMJ BNLSFYTW^ 2NWQNSJ NX NS IJKFZQY

UZWXZFSY YT FSI MFX WJHJN[JI STYNHJ NS FHHTWIFSHJ \NYM 2WYNHQJ (' TK YMNX

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@WJKJWJSYNFQ DXJ BUFHJ FY NYX XTQJ HTXY FSI J]UJSXJ UWT[NIJI YMFY YMJ BNLSFYTW^
5

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sf-3249785

2NWQNSJ NX STY INXUZYNSL YMJ IJKFZQY NS FHHTWIFSHJ \NYM 2WYNHQJ (( TK YMNX

2LWJJRJSY%

F.4.2 Relinquishment of Abandoned Other Preferential Use Space

2% ;K YMJ <JXXJJ WJFXTSFGQ^ IJYJWRNSJX YMFY F BNLSFYTW^ 2NWQNSJ MFX FGFSITSJI

TW HTSXYWZHYN[JQ^ FGFSITSJI FQQ TW F UTWYNTS TK NYX ?YMJW @WJKJWJSYNFQ DXJ

BUFHJ# YMJ <JXXJJ RF^# GZY NX STY TGQNLFYJI YT# ZUTS *' IF^X` STYNHJ YT YMJ

BNLSFYTW^ 2NWQNSJ# IJQJYJ KWTR YMJ BNLSFYTW^ 2NWQNSJ`X ?YMJW @WJKJWJSYNFQ DXJ

BUFHJ MJWJZSIJW# XZHM FGFSITSJI TW HTSXYWZHYN[JQ^ FGFSITSJI XUFHJ1

UWT[NIJI YMFY YMJ BNLSFYTW^ 2NWQNSJ NX STY INXUZYNSL YMJ FGFSITSRJSY NS

FHHTWIFSHJ \NYM 2WYNHQJ (( TK YMNX 2LWJJRJSY% 7TW UZWUTXJX TK YMNX BJHYNTS

7%+%)# FGFSITSJI TW HTSXYWZHYN[JQ^ FGFSITSJI XUFHJ XMFQQ GJ WJFXTSFGQ^

IJYJWRNSJI G^ YMJ <JXXJJ YFPNSL NSYT FHHTZSY UQFSSJI ZXJ G^ YMJ BNLSFYTW^

2NWQNSJ KTW XZHM UWJRNXJX NS YMJ KTQQT\NSL *-, IF^X FSI STWRFQ XJFXTSFQ

[FWNFYNTSX% 2 BNLSFYTW^ 2NWQNSJ RF^ WJVZJXY YMJ <JXXJJ YT WJHTSXNIJW NYX

IJYJWRNSFYNTS TK FGFSITSRJSY G^ LN[NSL STYNHJ YT YMJ <JXXJJ \NYMTZY

UWJOZINHJ YT YMJ BNLSFYTW^ 2NWQNSJ`X WNLMY ZSIJW 2WYNHQJ (( TK YMNX 2LWJJRJSY%

;S XZHM J[JSY# YMJ BNLSFYTW^ 2NWQNSJ XMFQQ UWT[NIJ ITHZRJSYFYNTS YT XMT\

KZYZWJ UQFSX KTW XJW[NHJ# J[JSYX TK &+-#% *")%/-%! NK FS^# FSI TYMJW NSKTWRFYNTS

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GJQNJ[JX GJXY RJJYX NYX T[JWFQQ LTFQX KTW YMJ 2NWUTWY%

F.4.3 Reassignment of Other Preferential Use Space

2% ;S TWIJW YT TUYNRN_J YMJ ZXJ TK 2NWUTWY KFHNQNYNJX# YMJ <JXXJJ WJXJW[JX YMJ WNLMY

YT WJFXXNLS FS^ TW FQQ TK F BNLSFYTW^ 2NWQNSJ`X ?YMJW @WJKJWJSYNFQ DXJ BUFHJ

FKYJW STYNHJ# UWJHJIJI G^ F HTSXZQYFYNTS UJWNTI TK ST QJXX YMFS -' IF^X FSI

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FHHTWIFSHJ \NYM 2WYNHQJ (( TK YMNX 2LWJJRJSY% @WNTW YT YMJ HTSXZQYFYNTS

UJWNTI# YMJ <JXXJJ XMFQQ NIJSYNK^ NS \WNYNSL NS NYX NSNYNFQ STYNHJ YT YMJ BNLSFYTW^

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HTRUFWFGQJ NS XN_J# VZFQNY^# KNSNXM# FSI QTHFYNTS% CMJ BNLSFYTW^ 2NWQNSJ`X

UF^RJSYX ZSIJW YMJ 2LWJJRJSY KTW ?YMJW @WJKJWJSYNFQ DXJ BUFHJ XMFQQ STY

NSHWJFXJ FX F WJXZQY TK FS^ WJQTHFYNTS ZSQJXX YMJ BNLSFYTW^ 2NWQNSJ WJVZJXYX

FIINYNTSFQ XUFHJ% ;S RFPNSL F WJFXXNLSRJSY IJYJWRNSFYNTS# YMJ <JXXJJ XMFQQ

YFPJ NSYT HTSXNIJWFYNTS YMJ GJXY NSYJWJXY TK YMJ YWF[JQNSL UZGQNH FSI YMJ

TUJWFYNTSX TK YMJ 2NWUTWY# FSI \NQQ GJ LZNIJI G^ FQQ UJWYNSJSY KFHYTWX#

NSHQZINSL0

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T[JW YMJ UWNTW *-, IF^X1
6

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ii. YMJ PST\S UQFSSJI ZXJ KTW XZHM UWJRNXJX G^ FNWQNSJX

ZXNSL TW XJJPNSL YT ZXJ YMJ 2NWUTWY# FSI

iii. YMJ BNLSFYTW^ 2NWQNSJ`X TUJWFYNTSFQ XUFHJ FIOFHJSHNJX%

2 BNLSFYTW^ 2NWQNSJ`X WJQTHFYNTS TK FS^ TK NYX ?YMJW @WJKJWJSYNFQ DXJ BUFHJ

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BNLSFYTW^ 2NWQNSJ XMFQQ GJ WJNRGZWXJI KTW NYX WJFXTSFGQJ TZY$TK$UTHPJY

J]UJSXJX NSHZWWJI FX UFWY TK YMJ WJQTHFYNTS FSI KTW YMJ ZSIJUWJHNFYJI [FQZJ TK

NYX NRUWT[JRJSYX YMFY HFSSTY GJ WJQTHFYJI1 ,-+0($%$ YMFY NS QNJZ TK WJNRGZWXNSL

YMJ ZSIJUWJHNFYJI [FQZJ TK BNLSFYTW^ 2NWQNSJ`X NRUWT[JRJSYX# YMJ <JXXJJ RF^

WJUQFHJ XZHM NRUWT[JRJSYX \NYM QNPJ NRUWT[JRJSYX NS YMJ SJ\ XUFHJ%

F.4.4 Seasonal Other Preferential Use Space

BNLSFYTW^ 2NWQNSJX RF^ WJVZJXY YMJ FQQTHFYNTS TK ?YMJW @WJKJWJSYNFQ DXJ BUFHJ

TS F XJFXTSFQ GFXNX% BZHM BJFXTSFQ ?YMJW @WJKJWJSYNFQ DXJ BUFHJ RF^ GJ ZXJI

KTW YMJ XFRJ UZWUTXJX FSI TS YMJ XFRJ YJWRX FX TYMJW STS$XJFXTSFQ ?YMJW

@WJKJWJSYNFQ DXJ BUFHJ% CMJ HTXY KTW XZHM XUFHJ NX XJY KTWYM NS 2WYNHQJ + TK YMNX

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KTW F RNSNRZR TK *' HTSXJHZYN[J IF^X FSI RF^ STY J]HJJI F RF]NRZR TK ()'

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RF^ STY INXUQFHJ TW ZSWJFXTSFGQ^ NSYJWKJWJ \NYM YMJ FQQTHFYNTS TK >TS$

BJFXTSFQ ?YMJW @WJKJWJSYNFQ DXJ BUFHJ% BJFXTSFQ ?YMJW @WJKJWJSYNFQ DXJ BUFHJ

XMFQQ GJ XZGOJHY YT YMJ XFRJ HTSXTQNIFYNTS# WJQNSVZNXMRJSY# FSI WJFXXNLSRJSY

UWTHJIZWJX IJXHWNGJI NS YMNX BHMJIZQJ 7%

F.5 COMMON USE SPACE

CMJ UZWUTXJ TK YMNX XJHYNTS NX YT XUJHNK^ YMJ UWTHJIZWJX KTW YMJ ZXJ TK 4TRRTS DXJ

BUFHJ FSI KFHNQNYNJX# J]HQZINSL FNWHWFKY LFYJX \MNHM FWJ FIIWJXXJI NS BJHYNTSX 7%- FSI

7%.% CMNX XUFHJ FSI KFHNQNYNJX NSHQZIJ0 HTRRTS ZXJ YNHPJY TKKNHJX# GFLLFLJ RFPJZU#

GFLLFLJ HQFNR# 7;B# FSI UFXXJSLJW HNWHZQFYNTS%

F.5.1 Accommodation in Certain Lessee-Controlled Facilities

2% BZGOJHY YT YMNX 2LWJJRJSY FSI YMJ <JFXJ 2LWJJRJSY# YMJ <JXXJJ \NQQ WJYFNS

ZSIJW NYX HTSYWTQ FSI UTXXJXXNTS HJWYFNS KFHNQNYNJX NS YMJ YJWRNSFQ GZNQINSL#

J]HQZINSL YMJ KFHNQNYNJX IJXHWNGJI FSI XMT\S TS BHMJIZQJ 8 YMNX 2LWJJRJSY%

;Y NX YMJ NSYJSY TK YMJ <JXXJJ YT ZXJ# FY NYX INXHWJYNTS GZY XZGOJHY YT YMJ YJWRX TK

YMNX BHMJIZQJ 7# FS^ TK YMJ <JXXJJ$HTSYWTQQJI KFHNQNYNJX YT FHHTRRTIFYJ0

i. FNWQNSJX STY WJVZNWNSL UJWRFSJSY KFHNQNYNJX TW FNWQNSJX

WJVZJXYNSL YJRUTWFW^ FHHTRRTIFYNTS UJSINSL FQQTHFYNTS TK

UJWRFSJSY KFHNQNYNJX1 FSI
7

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ii. YMJ SJJIX TK BNLSFYTW^ 2NWQNSJX FSI >TSXNLSFYTW^

2NWQNSJX%

F.5.2 Baggage Claim

4TRRTS DXJ GFLLFLJ HQFNR ZXFLJ \NQQ GJ FQQTHFYJI TS F UWNTWNY^ GFXNX YT BNLSFYTW^

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?UJWFYNSL BYFSIFWIX%

F.5.3 Baggage Makeup Space

2QQ YNHPJY HTZSYJWX XMFQQ GJ HTSSJHYJI YT GFLLFLJ RFPJZU IJ[NHJX% 4TRRTS DXJ

GFLLFLJ RFPJZU IJ[NHJX \NQQ GJ FQQTHFYJI TS F UWNTWNY^ GFXNX YT BNLSFYTW^ 2NWQNSJX

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YMJ FNWQNSJ%

F.6 PREFERENTIAL USE GATES AND ACCOMMODATION

CMNX XJHYNTS UWT[NIJX YMJ <JXXJJ FSI FNWQNSJ XHMJIZQNSL FSI TUJWFYNSL UJWXTSSJQ

LZNIFSHJ TS YMJ IJXNLSFYNTS# FHHTRRTIFYNTS# WJHFUYZWJ# FSI WJFXXNLSRJSY TK

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YMFY YMJ <JXXJJ IJXNLSFYJX FX 4TRRTS DXJ 2XXNLSJI 8FYJX KTW YMJ UWNTWNY^ ZXJ TK F

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F.6.1 Lessee and Airline Gate Pools

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NSHQZIJ FQQ LFYJX IJXNLSFYJI FX @WJKJWJSYNFQ DXJ 8FYJX1 YMJ <JXXJJ @TTQ \NQQ NSHQZIJ
8

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FQQ TYMJW LFYJX# \MNHM XMFQQ GJ IJXNLSFYJI FX 4TRRTS DXJ 8FYJX% CMJ SZRGJW TK

LFYJX NS JFHM UTTQ RF^ GJ FIOZXYJI KWTR YNRJ YT YNRJ NS FHHTWIFSHJ \NYM YMNX

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YMJ <JXXJJ @TTQ NX KTZW !+"%

Figure A-1

AIRLINE POOL – PREFERENTIAL USE GATES –

CLOSING DATE THROUGH COMPLETION OF PHASE 1

9L^P 6P]TRXL^TYX 5YXNY_\]P 3T\VTXP

, 6 33

- 6 33

. 6 33

/ 6 33

0 6 33

(+ 6 BH(

(, 6 BH

(- 6 BH

(. 6 BH

)* 5 A>

), 5 8?&HA

). 5 8?&HA

)0 5 8?&HA

*+ 4 G3&5B

*- 4 G3&5B

*. 4 GE

*/ 4 GE

*0 4 6?

1 OW Gates 14, 15, 16, and 17 shall remain in Airline Pool until March 31, 2013.
9

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9L^P 6P]TRXL^TYX 5YXNY_\]P 3T\VTXP

+( 4 6?

3( 3 4-

3) 3 4-

3* 3 4-

3+ 3 4-

3, 3 4-

3- 3 4-

3. 3 4-

Subject to the foregoing, the initial delineation of the two pools is also shown in Schedule G

to this Agreement.

Following completion of Phase 1of the CEP, the following initial designation of Preferential

Use Gates for Phase 2 of the CEP is as shown in Figure A-2.

Figure A-2

AIRLINE POOL – PREFERENTIAL USE GATES –

CEP PHASE 2

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, 6 GE

- 6 GE

. 6 33

/ 6 33

0 6 33

(( 6 33

(, 6 33

() 6 6?

(+ 6 6?

(- 6 6?

)* 5 A>

), 5 8?&HA

). 5 8?&HA

)0 5 8?&HA

)- 5 G3

)/ 5 G3

3( 3 4-

3) 3 4-

3* 3 4-

3+ 3 4-
10

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9L^P 6P]TRXL^TYX 5YXNY_\]P 3T\VTXP

3, 3 4-

3- 3 4-

3. 3 4-

CMJ KTQQT\NSL NSNYNFQ IJXNLSFYNTS TK @WJKJWJSYNFQ DXJ 8FYJX KTW @MFXJ * TK YMJ 46@ NX

XMT\S NS 7NLZWJ 2$*%
11

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Figure A-3

AIRLINE POOL – PREFERENTIAL USE GATES –

CEP PHASE 3

9L^P 6P]TRXL^TYX 5YXNY_\]P 3T\VTXP

, 6 GE

- 6 GE

. 6 33

/ 6 33

0 6 33

(( 6 33

(, 6 33

*( 4 A>

** 4 8?&HA

*, 4 8?&HA

*. 4 8?&HA

*- 4 G3

*/ 4 G3

*0 4 6?

+( 4 6?

3( 3 4-

3) 3 4-

3* 3 4-

3+ 3 4-

3, 3 4-

3- 3 4-

3. 3 4-

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46@ NX FX XMT\S NS 7NLZWJ 2$+%
12

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Figure A-4

AIRLINE POOL – PREFERENTIAL GATES –

FINAL CEP CONFIGURATION

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)' 5 33

)) 5 33

)+ 5 33

)- 5 33

)/ 5 33

). 5 GE

)0 5 GE

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** 4 8?&HA

*, 4 8?&HA

*. 4 8?&HA

*- 4 G3

*/ 4 G3

*0 4 6?

+( 4 6?

3( 3 4-

3) 3 4-

3* 3 4-

3+ 3 4-

3, 3 4-

3- 3 4-

3. 3 4-

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SJ\ LFYJ ZYNQN_FYNTS WFYNTX YT GJ ZXJI NS HTSSJHYNTS \NYM YMNX BHMJIZQJ 7 XMFQQ GJ

HFQHZQFYJI%
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7TW YMJ UZWUTXJ TK YMNX XJHYNTS# HTRUFWNXTSX GJY\JJS YMJ 2NWQNSJ @TTQ FSI <JXXJJ

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HFQHZQFYNTSX KTW LFYJ ZYNQN_FYNTS WFYNTX%

F.6.2 Designation of Preferential Use Gates

;S FIINYNTS YT YMJ NSNYNFQ IJXNLSFYNTS TK @WJKJWJSYNFQ DXJ 8FYJX ZSIJW 7%-%(# YMJ <JXXJJ

XMFQQ LWFSY F WJVZJXYNSL BNLSFYTW^ 2NWQNSJ F @WJKJWJSYNFQ DXJ 8FYJ NK YMJ KTQQT\NSL

HTSINYNTSX FWJ RJY KTW YMJ Y^UJ TK LFYJ0

2% CMJ <JXXJJ @TTQ F[JWFLJ ZYNQN_FYNTS KTW YMJ Y^UJ TK LFYJ WJVZJXYJI !YFPNSL NSYT

FHHTZSY PST\S UQFSSJI ZXJX G^ FNWQNSJX ZXNSL TW XJJPNSL YT ZXJ YMJ 2NWUTWY"

NX QJXX YMFS YMJ 2NWQNSJ @TTQ F[JWFLJ ZYNQN_FYNTS \NYM YMJ WJVZJXYJI FIINYNTSFQ

@WJKJWJSYNFQ DXJ 8FYJ!X" FXXZRJI YT GJ NS YMJ 2NWQNSJ @TTQ# FX IJYJWRNSJI TS F

UWT KTWRF GFXNX NS FHHTWIFSHJ \NYM YMJ RJYMTITQTL^ NQQZXYWFYJI NS CJRUQFYJ

(%

3% CMJ FNWQNSJ WJVZJXYNSL F @WJKJWJSYNFQ DXJ 8FYJ \TZQI MF[J F ZYNQN_FYNTS WFYNT

TS YMJ WJVZJXYJI LFYJ LWJFYJW YMFS YMJ F[JWFLJ ZYNQN_FYNTS TK YMJ <JXXJJ @TTQ

KTW YMFY Y^UJ TK LFYJ1 ,-+0($%$! '+1%0%-# YMFY YMJ FNWQNSJ WJVZJXYNSL F

@WJKJWJSYNFQ DXJ 8FYJ \TZQI MF[J F ZYNQN_FYNTS WFYNT KTW FQQ TK XZHM FNWQNSJ`X

J]NXYNSL @WJKJWJSYNFQ DXJ 8FYJX# NSHQZINSL YMJ UWTUTXJI FIINYNTSFQ

@WJKJWJSYNFQ DXJ 8FYJ# FY QJFXY JVZFQ YT YMJ =NSNRZR 5FNQ^ 5JUFWYZWJX UJW

@WJKJWJSYNFQ DXJ 8FYJ% CMJ HFQHZQFYNTS TK F[JWFLJ IJUFWYZWJX \TZQI GJ

\JNLMYJI NS FHHTWIFSHJ \NYM CFGQJ 3 XMT\S NS CJRUQFYJ (%

4% CMJ FNWQNSJ WJVZJXYNSL YMJ @WJKJWJSYNFQ DXJ 8FYJ FHHJUYX YMFY TYMJW FNWQNSJX

RF^ ZXJ YMJ @WJKJWJSYNFQ DXJ 8FYJX TS THHFXNTS NS HTSKTWRFSHJ \NYM YMJ

YJWRX FSI HTSINYNTSX NS BJHYNTS 7%-%*1

5% CMJ FNWQNSJ WJVZJXYNSL YMJ @WJKJWJSYNFQ DXJ 8FYJ NX \NQQNSL YT NSHZW YMJ HTXYX TK

RTINK^NSL YMJ LFYJ FSI NYX JVZNURJSY KTW NYX ZXJ%

BZGOJHY YT YMJ WJ[NJ\ TK YMJ BNLSFYTW^ 2NWQNSJX KTW FHHZWFH^# YMJ HFQHZQFYNTS TK

\JNLMYJI F[JWFLJ LFYJ ZYNQN_FYNTS XMFQQ GJ IJYJWRNSJI G^ YMJ <JXXJJ TS MNXYTWNHFQ

GFXNX# T[JW F UJWNTI TK *-, IF^X%

8FYJX JQNLNGQJ KTW IJXNLSFYNTS FX F @WJKJWJSYNFQ DXJ 8FYJ \NQQ GJ UWT[NIJI KWTR YMJ

<JXXJJ @TTQ TK 8FYJX !NSHQZINSL KWTR XZHM LFYJX WJHFUYZWJI G^ <JXXJJ UZWXZFSY YT
14

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BJHYNTS 7%-%+"# UWT[NIJI MT\J[JW YMFY NS ST J[JSY XMFQQ YMJ SZRGJW TK <JXXJJ

4TRRTS DXJ 8FYJX GJ WJIZHJI GJQT\ TSJ !("% CMJ BNLSFYTW^ 2NWQNSJ XMFQQ GJ

TGQNLFYJI YT UJWRNY YMJ THHFXNTSFQ ZXJ TK FS^ TK NYX @WJKJWJSYNFQ DXJ 8FYJX G^ TYMJW

FNWQNSJX YT FHHTRRTIFYJ STS$WTZYNSJ NWWJLZQFW TUJWFYNTSX% CMJXJ TUJWFYNTSX G^

TYMJW FNWQNSJX \NQQ GJ NSHQZIJI NS YMJ F[JWFLJ ZYNQN_FYNTS KTW YMJ LFYJ \MJS

HFQHZQFYNSL YMJ FNWQNSJ`X MNXYTWNHFQ ZYNQN_FYNTS WFYNT% CMJ 2NWQNSJ XMFQQ MF[J YMJ WNLMY YT

NSXYFQQ UWTUWNJYFW^ JVZNURJSY FY NYX @WJKJWJSYNFQ DXJ 8FYJ% @WNTW YT NSXYFQQNSL FS^

UWTUWNJYFW^ JVZNURJSY# YMJ 2NWQNSJ XMFQQ HTSXZQY \NYM YMJ <JXXJJ YT HTSXNIJW \MJYMJW

YMJWJ \TZQI GJ FS^ NXXZJX WJLFWINSL NSYJWKJWJSHJ TW NSHTRUFYNGNQNY^ \NYM YMJ

<JXXJJ`X X^XYJRX%

F.6.3 Procedures for Accommodation at Preferential Use Gates

2% SNLSFYTW^ 2NWQNSJX XMFQQ HTTUJWFYJ \NYM <JXXJJ YT FHHTRRTIFYJ YMJ SJJIX TK F

WJVZJXYNSL FNWQNSJ YT UJWRNY YMJ WJVZJXYNSL FNWQNSJ FHHJXX NS FHHTWIFSHJ \NYM

YMNX BJHYNTS 7% -%*%

B. <JXXJJ \NQQ WJVZNWJ F WJVZJXYNSL FNWQNSJ YT KNWXY HTTWINSFYJ INWJHYQ^ \NYM

BNLSFYTW^ 2NWQNSJX NS \WNYNSL KTW YMJ OTNSY ZXJ TK XZHM @WJKJWJSYNFQ DXJ 8FYJ# NK

WJVZJXYing airline cannot be accommodated on an existing Common Use Gate.

4% ;K YMJWJ FWJ ST 4TRRTS DXJ 8FYJX TK YMJ Y^UJ WJVZNWJI F[FNQFGQJ KWTR YMJ

<JXXJJ @TTQ# YMJ <JXXJJ RF^ LWFSY F WJVZJXYNSL FNWQNSJ!X" YMJ WNLMY YT ZXJ NS

HTRRTS FQQ TW F IJXNLSFYJI UTWYNTS TK F BNLSFYTW^ 2NWQNSJ`X @WJKJWJSYNFQ DXJ

8FYJX FSI WNLMYX TK NSLWJXX FSI JLWJXX XZGOJHY YT FSI NS FHHTWIFSHJ \NYM YMJ

KTQQT\NSL YJWRX FSI HTSINYNTSX0

2% CMJ <JXXJJ TS GJMFQK TK YMJ WJVZJXYNSL FNWQNSJ XMFQQ RFPJ F WJVZJXY TK

FQQ BNLSFYTW^ 2NWQNSJX \NYM @WJKJWJSYNFQ DXJ 8FYJX KTW FHHTRRTIFYNTS%

7TW WJLZQFW TW HTSYNSZTZX TUJWFYNTSX# YMJ WJVZJXY XMFQQ GJ RFIJ YT YMJ

FNWQNSJ WJUWJXJSYFYN[JX TS YMJ 2NWQNSJ =FSFLJRJSY 4TRRNYYJJ%

BNLSFYTW^ 2NWQNSJX XMFQQ RFPJ WJFXTSFGQJ JKKTWYX YT FHHTRRTIFYJ XZHM

WJVZJXY FSI XMFQQ WJXUTSI YT YMJ WJVZJXYNSL FNWQNSJ FSI YMJ <JXXJJ

\NYMNS (, IF^X% ;S HFXJX TK NWWJLZQFW TW TSJ$YNRJ TUJWFYNTSX TW

JRJWLJSHNJX# YMJ <JXXJJ RF^ FHHTRRTIFYJ F WJVZJXYNSL FNWQNSJ

\NYMTZY FI[FSHJ STYNKNHFYNTS# NS FHHTWIFSHJ \NYM YMJ UWNTWNYNJX

JXYFGQNXMJI NS BJHYNTS 7%.%

3% 7TW WJLZQFW TW HTSYNSZTZX TUJWFYNTSX# NK ST BNLSFYTW^ 2NWQNSJ

[TQZSYJJWX YT FHHTRRTIFYJ YMJ WJVZJXYNSL FNWQNSJ`X TUJWFYNTSFQ SJJIX

TW WJVZNWJRJSYX KTW 8FYJ FHHTRRTIFYNTS FY WJFXTSFGQJ FSI

ITHZRJSYJI HTXYX# YMJ <JXXJJ RF^# ZUTS *' IF^X` STYNKNHFYNTS YT F

BNLSFYTW^ 2NWQNSJ# LWFSY YMJ WJVZJXYNSL FNWQNSJ YMJ WNLMY TK ZXJ NS

HTRRTS \NYM YMJ BNLSFYTW^ 2NWQNSJ TSJ TW RTWJ TK YMJ BNLSFYTW^
15

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2NWQNSJ`X @WJKJWJSYNFQ DXJ 8FYJX XZGOJHY YT YMJ HTSINYNTSX HTSYFNSJI

MJWJNS% ;S RFPNSL XZHM F IJYJWRNSFYNTS# YMJ <JXXJJ XMFQQ FHY

WJFXTSFGQ^ FSI XMFQQ YFPJ NSYT HTSXNIJWFYNTS YMJ GJXY NSYJWJXY TK YMJ

YWF[JQNSL UZGQNH FSI YMJ TUJWFYNTSX TK YMJ 2NWUTWY FSI YMJ TUJWFYNTSFQ

SJJIX TK YMJ WJVZJXYNSL FNWQNSJ# FSI \NQQ GJ LZNIJI G^ FQQ UJWYNSJSY

KFHYTWX# NSHQZINSL0

i. BNLSFYTW^ 2NWQNSJ`X FSI NYX 2KKNQNFYJX` FSI 2QQNFSHJ @FWYSJWX`

KQNLMY XHMJIZQJX FSI SJJIX# NSHQZINSL HTSSJHYNSL KQNLMYX# FSI YMJ

KQNLMY XHMJIZQJX FSI SJJIX TK YMJ WJVZJXYNSL FNWQNSJ1

ii. BNLSFYTW^ 2NWQNSJ`X FSI NYX 2KKNQNFYJX` FSI 2QQNFSHJ @FWYSJWX`

HTRGNSJI MNXYTWNHFQ FSI YMJS UWJXJSY 8FYJ ZYNQN_FYNTS NS YMJ *-,

IF^X NRRJINFYJQ^ UWNTW YT YMJ WJVZJXY1

iii. CMJ PST\S UQFSSJI ZXJ G^ FNWQNSJX ZXNSL TW XJJPNSL YT ZXJ YMJ

2NWUTWY KTW XZHM UWJRNXJX NS YMJ *-, IF^X NRRJINFYJQ^ FKYJW YMJ

WJVZJXY1

iv. CMJ HTRUFYNGNQNY^ TK XZHM WJVZJXYNSL FNWQNSJ`X FSI NYX 2KKNQNFYJX`

FSI 2QQNFSHJ @FWYSJWX` UWTUTXJI TUJWFYNTSX FSI \TWP KTWHJ#

NSHQZINSL LWTZSI$MFSIQNSL TUJWFYNTSX \NYM YMJ TUJWFYNTSX FSI

\TWP KTWHJ TK BNLSFYTW^ 2NWQNSJ FSI NYX 2KKNQNFYJX FSI 2QQNFSHJ

@FWYSJWX1

v. CMJ <JXXJJ`X TGQNLFYNTSX YT UWTRTYJ HTRUJYNYNTS# FNW XJW[NHJ FSI

FHHJXX G^ SJ\ JSYWFSYX FSI QNRNYJI NSHZRGJSYX1 FSI

vi. CMJ XJHZWNY^ TK YMJ BNLSFYTW^ 2NWQNSJ`X FSI YMJ WJVZJXYNSL

FNWQNSJ`X TUJWFYNTSX%

CMJ <JXXJJ RF^ WJVZJXY YMFY UQFSSJI ZXJX FSI WJVZNWJRJSYX TK YMJ WJVZJXYNSL

FNWQNSJ FSI YMJ BNLSFYTW^ 2NWQNSJ GJ ITHZRJSYJI FSI XZGRNYYJI NS \WNYNSL YT

YMJ <JXXJJ# FSI YMFY YMJ <JXXJJ YWJFY XZHM UQFSSJI ZXJX FSI WJVZNWJRJSYX FX

HTSKNIJSYNFQ# UWTUWNJYFW^ NSKTWRFYNTS# YT YMJ J]YJSY FQQT\FGQJ G^ QF\%

4% CMJ ZXJ TK F BNLSFYTW^ 2NWQNSJ`X @WJKJWJSYNFQ DXJ 8FYJX !FSI FXXTHNFYJI

YJWRNSFQ FUWTS UFWPNSL UTXNYNTSX# FUUZWYJSFSY JVZNURJSY# FSI

FSHNQQFW^ XZUUTWY XUFHJ \MNHM FWJ WJFXTSFGQ^ SJHJXXFW^ KTW YMJ

JKKJHYN[J ZXJ TK XZHM 8FYJX" G^ F WJVZJXYNSL FNWQNSJ XMFQQ GJ XHMJIZQJI

XT FX STY YT NSYJWKJWJ \NYM YMJ BNLSFYTW^ 2NWQNSJ`X XHMJIZQJI FWWN[FQX

FSI IJUFWYZWJX FSI XJW[NHNSL FHYN[NYNJX TW YMTXJ TK FS^ 2KKNQNFYJ TW

2QQNFSHJ @FWYSJW% ;S FHHTRRTIFYNSL YMJ WJVZJXYNSL FNWQNSJ FY F

BNLSFYTW^ 2NWQNSJ`X @WJKJWJSYNFQ DXJ 8FYJX# YMJ <JXXJJ XMFQQ UWT[NIJ YMJ

ZXJ TK YMJ 8FYJ KTW F YZWS !FWWN[FQ FSI IJUFWYZWJ" G^ YMJ WJVZJXYNSL

FNWQNSJ \MJS YMJWJ NX FY QJFXY F TSJ MTZW \NSIT\ GJY\JJS YMJ BNLSFYTW^

2NWQNSJ`X XHMJIZQJI TUJWFYNTSX# UWT[NIJI YMFY YMJ ZXJ TK YMJ 8FYJ G^
16

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YMJ WJVZJXYNSL FNWQNSJ XMFQQ TSQ^ GJ FHHTRRTIFYJI NK NY NX KTW FS FWWN[FQ

TK YMJ WJVZJXYNSL FNWQNSJ \MNHM NX STY JFWQNJW YMFS *' RNSZYJX FKYJW YMJ

BNLSFYTW^ 2NWQNSJ`X UWNTW XHMJIZQJI IJUFWYZWJ# FSI KTW F IJUFWYZWJ G^

YMJ WJVZJXYNSL FNWQNSJ \MNHM NX ST QFYJW YMFS *' RNSZYJX GJKTWJ YMJ

BNLSFYTW^ 2NWQNSJX SJ]Y XHMJIZQJI FWWN[FQ%

5% 2 BNLSFYTW^ 2NWQNSJ FSI NYX 2KKNQNFYJX FSI 2QQNFSHJ @FWYSJWX XMFQQ MF[J

UWNTWNY^ T[JW TYMJW ZXJWX \NYM WJXUJHY YT T[JWSNLMY UFWPNSL TS YMJ

BNLSFYTW^ 2NWQNSJ`X FXXNLSJI @WJKJWJSYNFQ DXJ 8FYJX# ,-+0($%$ YMFY YMJ

BNLSFYTW^ 2NWQNSJ FSI NYX 2KKNQNFYJX FSI 2QQNFSHJ @FWYSJWX RF^ GJ

WJVZNWJI YT WJRT[J F UFWPJI FNWHWFKY KWTR NYX @WJKJWJSYNFQ DXJ 8FYJ

IZWNSL WJLZQFW MTZWX TK TUJWFYNTSX YT FHHTRRTIFYJ ZXJ G^ TYMJWX NS

FHHTWIFSHJ \NYM YMJ UWT[NXNTSX TK YMNX XJHYNTS% ?KK$XHMJIZQJ

TUJWFYNTSX TK F BNLSFYTW^ 2NWQNSJ FSI NYX 2KKNQNFYJX FSI 2QQNFSHJ

@FWYSJWX FY F BNLSFYTW^ 2NWQNSJ`X @WJKJWJSYNFQ DXJ 8FYJX XMFQQ YFPJ

UWJHJIJSHJ T[JW YMJ ZXJ G^ F WJVZJXYNSL FNWQNSJ1 ,-+0($%$ YMFY NK F

BNLSFYTW^ 2NWQNSJ`X TW NYX 2KKNQNFYJX` TW 2QQNFSHJ @FWYSJWX` TKK$XHMJIZQJ

TUJWFYNTSX NSYJWKJWJ \NYM YMJ WJVZJXYNSL FNWQNSJ`X ZXJ TK F BNLSFYTW^

2NWQNSJ`X @WJKJWJSYNFQ DXJ 8FYJX# YMJ BNLSFYTW^ 2NWQNSJ FSI NYX 2KKNQNFYJX

FSI 2QQNFSHJ @FWYSJWX XMFQQ \TWP \NYM# FSI XMFQQ RFPJ GJXY JKKTWYX YT

FHHTRRTIFYJ# YMJ WJVZJXYNSL FNWQNSJ FY FSTYMJW TK YMJ BNLSFYTW^

2NWQNSJ`X @WJKJWJSYNFQ DXJ 8FYJX# NK FS^%

6% 2 WJVZJXYNSL FNWQNSJ MFX YMJ WNLMY YT RFPJ NRUWT[JRJSYX FSI

FQYJWFYNTSX SJHJXXNYFYJI G^ FS^ QTSL$YJWR FHHTRRTIFYNTS# YMJ XHTUJ TK

\MNHM XMFQQ GJ XZGOJHY YT FUUWT[FQ G^ YMJ BNLSFYTW^ 2NWQNSJ FSI YMJ

<JXXJJ% 2UUWT[FQ XMFQQ STY GJ ZSWJFXTSFGQ^ \NYMMJQI TW IJQF^JI%

7% DUTS YMJ YJWRNSFYNTS TK XZHM ZXJ NS HTRRTS \NYM F BNLSFYTW^ 2NWQNSJ#

YMJ WJVZJXYNSL FNWQNSJ XMFQQ GJ WJXUTSXNGQJ KTW WJYZWSNSL FQQ 8FYJ FSI

TYMJW KFHNQNYNJX ZXJI G^ YMJ WJVZJXYNSL FNWQNSJ YT YMJ TWNLNSFQ HTSINYNTS#

STWRFQ \JFW FSI YJFW J]HJUYJI# ZSQJXX YMJ BNLSFYTW^ 2NWQNSJ FSI YMJ

<JXXJJ WJQJFXJ YMJ WJVZJXYNSL FNWQNSJ KWTR YMNX WJVZNWJRJSY%

8% 2 WJVZJXYNSL FNWQNSJ XMFQQ NSIJRSNK^ YMJ BNLSFYTW^ 2NWQNSJ KTW FS^

IFRFLJX HFZXJI YT FS^ BNLSFYTW^ 2NWQNSJ UWTUJWY^ TW YMNWI UFWY^

HQFNRX FWNXNSL KWTR YMJ WJVZJXYNSL FNWQNSJ`X ZXJ TK YMJ 8FYJX%

F.6.4 Recapture of Preferential Use Gates

CMJ <JXXJJ RF^ \NXM KWTR YNRJ YT YNRJ YT WJHFUYZWJ @WJKJWJSYNFQ DXJ 8FYJX \MNHM

YMJ <JXXJJ GJQNJ[JX RF^ GJ SJHJXXFW^ KTW YMJ LTFQ TK TUJWFYNTSFQ JKKNHNJSH^#

HTRUJYNYNTS FSI FNWQNSJ FHHJXX% ;S FIINYNTS# YMJ <JXXJJ RF^ GJQNJ[J YMFY XTRJ HFUNYFQ
17

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NRUWT[JRJSYX FWJ SJHJXXFW^ KTW YMJ T[JWFQQ TUJWFYNTSFQ JKKNHNJSH^ TK YMJ YJWRNSFQ

GZNQINSL \MNHM RF^ HFZXJ YMJ <JXXJJ YT \FSY YT WJHFUYZWJ @WJKJWJSYNFQ DXJ 8FYJX% ;S

JFHM TK YMJ NRRJINFYJQ^ UWJHJINSL HFXJX# FSI KTW YMJ <JXXJJ YT WJHFUYZWJ FS^

@WJKJWJSYNFQ DXJ 8FYJX NS FS^ J[JSY# YMJ KTQQT\NSL HTSINYNTSX RZXY GJ UWJXJSY KTW YMJ

<JXXJJ YT J]UFSI YMJ <JXXJJ @TTQ TK LFYJX0

2% CMJ <JXXJJ @TTQ F[JWFLJ ZYNQN_FYNTS KTW YMJ Y^UJ TK LFYJ WJVZNWJI !YFPNSL NSYT

FHHTZSY PST\S UQFSSJI ZXJX G^ FNWQNSJX ZXNSL TW XJJPNSL YT ZXJ YMJ 2NWUTWY"

RZXY GJ LWJFYJW YMFS YMJ 2NWQNSJ @TTQ F[JWFLJ ZYNQN_FYNTS KTW YMJ Y^UJ TK LFYJ

WJVZNWJI# \NYM YMJ @WJKJWJSYNFQ DXJ 8FYJ YMFY NX UWTUTXJI YT GJ WJHFUYZWJI

FXXZRJI YT GJ NS YMJ <JXXJJ @TTQ# FX IJYJWRNSJI TS F UWT KTWRF GFXNX NS

FHHTWIFSHJ \NYM YMJ RJYMTITQTL^ NQQZXYWFYJI NS CJRUQFYJ (1 FSI

3% CMJ <JXXJJ WJVZNWJX YMJ LFYJ!X" YT FHHTRRTIFYJ HZWWJSY TW KTWJXJJFGQJ SJJIX1

FSI

4% CMJ <JXXJJ MFX STYNKNJI YMJ 2NWQNSJX YMFY NY GJQNJ[JX YMFY YMJ HTSINYNTSX XJY

KTWYM NS 2% FSI 3% NRRJINFYJQ^ FGT[J MF[J GJJS RJY FSI MFX MFI (, IF^X TK

LTTI KFNYM SJLTYNFYNTSX \NYM YMJ 2NWQNSJX# FKYJW XZHM STYNHJ# TS FQYJWSFYN[J

XTQZYNTSX YT WJHFUYZWJ# NSHQZINSL0

i. 2HHTRRTIFYNTS FY @WJKJWJSYNFQ DXJ 8FYJX1

ii. 7QNLMY XHMJIZQJ RTINKNHFYNTSX1

iii. 4FUNYFQ NRUWT[JRJSYX%

2SI FKYJW HTSXZQYFYNTS# YMJ <JXXJJ# NS NYX XTQJ INXHWJYNTS# IJYJWRNSJX YMFY ST

WJFXTSFGQJ TW [NFGQJ FQYJWSFYN[J J]NXYX YT WJHFUYZWNSL LFYJX%

5% 2X \NYM YMJ IJXNLSFYNTS TK @WJKJWJSYNFQ DXJ 8FYJX# YMJ HFQHZQFYNTS NS CJRUQFYJ

( XMFQQ GJ ITSJ TS F MNXYTWNHFQ GFXNX# T[JW F UJWNTI TK *-, IF^X%

6% CMJ <JXXJJ XMFQQ NIJSYNK^ YMJ LFYJ!X" UWTUTXJI KTW WJHFUYZWJ G^ ZXNSL YMJ YJXYX

TZYQNSJI NS CJRUQFYJ ( FUUQNJI YT FQQ @WJKJWJSYNFQ DXJ 8FYJX TK JFHM BNLSFYTW^

2NWQNSJ FX F ZSNY% ;K YMJ YJXY WJXZQYX NS F aUFXX#b KTW RTWJ YMFS TSJ BNLSFYTW^

2NWQNSJ# YMJ <JXXJJ RF^ UWTUTXJ YT XJQJHY FS JQNLNGQJ LFYJ!X" KWTR YMJ

BNLSFYTW^ 2NWQNSJX YMFY WJXZQYJI NS F aUFXXb NS NS[JWXJ TWIJW TK YMJ FUUQNHFGQJ

BNLSFYTW^ 2NWQNSJX` ZYNQN_FYNTS HTRRJSHNSL \NYM YMJ BNLSFYTW^ 2NWQNSJ \NYM

YMJ QT\JXY ZYNQN_FYNTS YT SJ]Y BNLSFYTW^ 2NWQNSJ \NYM YMJ QT\JXY ZYNQN_FYNTS%

6QNLNGQJ LFYJX \NYMNS YMJ FUUQNHFGQJ BNLSFYTW^ 2NWQNSJ`X LFYJX KTW WJHFUYZWJ

\TZQI NSHQZIJ YMTXJ LFYJX \NYM F ZYNQN_FYNTS WFYNT QJXX YMFS YMFY TK YMJ F[JWFLJ

ZYNQN_FYNTS TK YMJ FUUQNHFGQJ BNLSFYTW^ 2NWQNSJ NS NS[JWXJ TWIJW TK YMJ

ZYNQN_FYNTS HTRRJSHNSL \NYM YMJ LFYJ \NYM YMJ QT\JXY ZYNQN_FYNTS YT YMJ SJ]Y

QT\JXY ZYNQN_FYNTS KTW YMJ XUJHNKNH Y^UJ TK LFYJ% ;S XJQJHYNSL KWTR FRTSL YMJ
18

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BNLSFYTW^ 2NWQNSJX YMFY WJXZQYJI NS F aUFXXb GZY MF[J JVZFQ ZYNQN_FYNTS WFYJX# NK

FS^# YMJ <JXXJJ RF^ HTSXNIJW YMJ KTQQT\NSL0

i. CMJ BNLSFYTW^ 2NWQNSJ`X XYFYZX \NYM WJXUJHY YT IJKFZQY# NS

FHHTWIFSHJ \NYM 2WYNHQJ (' TK YMNX 2LWJJRJSY FSI XZGOJHY YT YMJ

BNLSFYTW^ 2NWQNSJ`X WNLMYX ZSIJW 2WYNHQJ (( TK YMNX 2LWJJRJSY1

ii. CMJ BNLSFYTW^ 2NWQNSJ`X MNXYTWNHFQ LFYJ ZYNQN_FYNTS

NSHQZINSL NYX 2KKNQNFYJX FSI 2QQNFSHJ @FWYSJWX NS YMJ *-, IF^X

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iii. CMJ BNLSFYTW^ 2NWQNSJ`X TUJWFYNTSFQ XUFHJ FIOFHJSHNJX1

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19

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ZSIJUWJHNFYJI [FQZJ TK BNLSFYTW^ 2NWQNSJ`X NRUWT[JRJSYX# YMJ <JXXJJ RF^

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NS YMNX BJHYNTS 7% -%+%

F.6.5 Reassignment of Preferential Use Gates

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20

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F.7.1 Operating Philosophy

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F.7.2 Responsibilities

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22

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F.7.4. Gate Scheduling Protocol

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Figure B

SCHEDULE SUBMISSIONS

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23

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Figure C

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24

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F.7.5 Gate Assignment Protocol for Off-Schedule or Non-Scheduled

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25

[NEWYORK 2684209_2]

sf-3249785

F.8 Regulatory Compliance

If the Federal Aviation Administration, U.S. Department of Transportation, or any successor

agency advises the Lessee in a written communication that such agency believes that any

provision in this Schedule F fails to comply with applicable statutory, regulatory, PFC

assurance, or FAA grant assurance requirements, the Lessee shall, if necessary and

appropriate, develop an acceptable corrective action plan, in consultation with the Signatory

Airlines to fully address and correct any noncompliance in a timely fashion and in a manner

so as to ensure its continuing eligibility to impose and use PFCs or receive AIP or other

grants or funds, including by modification of the provisions or interpretation of this Schedule

F to the extent necessary to address the noncompliance identified by the agency.
[NEWYORK 2684209_2]

sf-3249785

Template 1

HYPOTHETICAL DEDICATED GATE RECAPTURE CALCULATION

=/>@ ( $ B3756@32 5/@3 A?/53 JRU EYIUEKI HISEUWXUIV RYIU VMZ PRQWLV

5EWIV

/YIUEKI =IUMRH

5EWI 1ESEFMOMW[

/MUOMQI&

8IVVII

/MUOMQIV EW

5EWI ?XQ 9RQ @XI BIH @LX 4UM ?EW @RWEO ! 5EWIV /YIUEKI

( <X^P\XL^TYXLV ?P]]PP 5YWW_^P\ (*%*( (+%++ (+%(, (*%0' (+%*/ (+%,' (+%/( 00%+0 (%'' (+%)() <X^P\XL^TYXLV ?P]]PP $ $ $ $ $ $ $ $ $ (%'' $ * <X^P\XL^TYXLV ?P]]PP $ $ $ $ $ $ $ $ $ (%'' $ + <X^P\XL^TYXLV ?P]]PP 43# <4 (%'' (%'' (%'' $ $ (%'' (%'' ,%'' (%'' '%.(, <X^P\XL^TYXLV ?P]]PP 33 *%*' *%)' *%(- *%(- *%(, *%)' *%*' ))%+. (%'' *%)(- <X^P\XL^TYXLV ?P]]PP 33 *%*' *%)' *%(- *%(- *%(, *%)' *%*' ))%+. (%'' *%)(. <X^P\XL^TYXLV 3T\VTXP 33 *%*' *%)' *%(- *%(- *%(, *%)' *%*' ))%+. (%'' *%)(/ <X^P\XL^TYXLV 3T\VTXP 33 *%*' *%)' *%(- *%(- *%(, *%)' *%*' ))%+. (%'' *%)(0 <X^P\XL^TYXLV 3T\VTXP 33 *%*' *%)' *%(- *%(- *%(, *%)' *%*' ))%+. (%'' *%)((( <X^P\XL^TYXLV 3T\VTXP BH *%-. *%/* *%.' *%-' *%., *%/* *%0) )-%*' (%'' *%.-() <X^P\XL^TYXLV 3T\VTXP 8?&HA )%., )%,' )%+. )%+. )%,/ )%-. )%,/ (/%') (%'' )%,.(+ <X^P\XL^TYXLV 3T\VTXP 8?&HA )%., )%,' )%+. )%+. )%,/ )%-. )%,/ (/%') (%'' )%,.(, <X^P\XL^TYXLV 3T\VTXP BH *%-. *%/* *%.' *%-' *%., *%/* *%0) )-%*' (%'' *%.-(- <X^P\XL^TYXLV 3T\VTXP 8?&HA )%., )%,' )%+. )%+. )%,/ )%-. )%,/ (/%') (%'' )%,.(. <X^P\XL^TYXLV 3T\VTXP BH *%-. *%/* *%.' *%-' *%., *%/* *%0) )-%*' (%'' *%.-(/ <X^P\XL^TYXLV ?P]]PP $ $ $ $ $ $ $ $ $ (%'' $ (0 <X^P\XL^TYXLV ?P]]PP $ $ $ $ $ $ $ $ $ (%'' $ )' <X^P\XL^TYXLV ?P]]PP 5@ )%'' )%'' )%'' )%'' )%'' )%'' )%'' (+%'' (%'' )%'')) <X^P\XL^TYXLV ?P]]PP $ $ $ $ $ $ $ $ $ (%'' $ )* <X^P\XL^TYXLV 3T\VTXP A> *%'' *%'' *%'' *%'' *%'' *%'' *%'' )(%'' (%'' *%'')+ <X^P\XL^TYXLV ?P]]PP $ $ $ $ $ $ $ $ $ (%'' $ ), <X^P\XL^TYXLV ?P]]PP $ $ $ $ $ $ $ $ $ (%'' $
27

[NEWYORK 2684209_2]sf-3249785Template 1HYPOTHETICAL DEDICATED GATE RECAPTURE CALCULATION (continued)

/YIUEKI =IUMRH

5EWI 1ESEFMOMW[

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/MUOMQIV EW

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
28

[NEWYORK 2684209_2]sf-3249785Template 1HYPOTHETICAL DEDICATED GATE RECAPTURE CALCULATION (continued)

=/>@ ) ] A@787D/@7<; 0C 5/@3 1/=/0787@C /;2 @C=3 >31/=@A>3 @3?@?

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?P]]PP

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29

[NEWYORK 2684209_2]sf-3249785Template 1HYPOTHETICAL DEDICATED GATE RECAPTURE CALCULATION (continued)

=/>@ * ] /??A9=@7<;? @/083?

FLMVP 3

5/@3 =<<8 /??A9=@7<;? 4<> @39=8/@3 ( 1/81A8/@7<;

3T\VTXP CYYV ?P]]PP CYYV

9L^P 6P]TRXL^TYX 5YXNY_\]P 3T\VTXP 9L^P 6P]TRXL^TYX 5YXNY_\]P

, 6 33 ( 7- 6 33 ) 6. 6 33 * 6/ 6 33 + 60 6 33 (/ 6

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3( 3 4- *, 43) 3 4- +' 43* 3 4-3+ 3 4-3, 3 4-3- 3 4-3. 3 4-

@<@/8?

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30

[NEWYORK 2684209_2]sf-3249785Template 1HYPOTHETICAL DEDICATED GATE RECAPTURE CALCULATION (continued)

FLMVP 4

<=3>/@7<;/8 B3756@7;5 /??A9=@7<;? 4<> @39=8/@3 ( 1/81A8/@7<;

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31

[NEWYORK 2684209_2]sf-3249785

Template 2

REQUIRED SCHEDULE SUBMISSION FORMAT

?GLIHXOIH EUUMYEO&HISEUWXUI WMPIV =UIJIUIQGIV

4OMKLW

QXPFIU <UMKMQ 2IVW

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0EK

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@MGNIW

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8VTRS^''( JJJ E=G 3*)( 6 (,1'' (,1'' (,1'' (,1'' (,1'' (,1'' (,1'' I( I( I# J# K I# J# K8VTRS^'') E=G JJJ 3*)( 6 (,1*' (,1*' (,1*' (,1*' (,1*' (,1*' (,1*' I( I( I# J# K I# J# K8VTRS^''* JJJ E=G 4.*. 6 ))1'' ))1'' ))1'' ))1'' ))1'' ))1'' ))1'' I) I( I# J# K I# J# K8VTRS^''+ E=G JJJ 4... < (*1'' (*1'' (*1'' (*1'' (*1'' (*1'' (*1'' I, I( I# J# K I# J# K8VTRS^'', JJJ E=G 4... < (+1*' (+1*' (+1*' (+1*' (+1*' (+1*' (+1*' I, I( I# J# K I# J# K

% % % % % % % % % % % % % % % %% % % % % % % % % % % % % % % %% % % % % % % % % % % % % % % %
32

[NEWYORK 2684209_2]sf-3249785

Template 2

REQUIRED SCHEDULE SUBMISSION FORMAT

?GLIHXOIH EUUMYEO&HISEUWXUI WMPIV =UIJIUIQGIV

4OMKLW

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% % % % % % % % % % % % % % % %% % % % % % % % % % % % % % % %% % % % % % % % % % % % % % % %
sf-3249785
EXHIBIT K TO SUPPLEMENT

Collective Bargaining Agreement Responses

See Attached



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EXHIBIT L TO SUPPLEMENT

PRPA Retail Concessions Process at the Airport

See Attached
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