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Privatization agreement for the Luis Munoz Marin Airport

Privatization agreement for the Luis Munoz Marin Airport

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Published by darwinbondgraham
Lease agreement between the Puerto Rico Port Authority and Aerostar Airport Holdings for privatization of the Luis Munoz Marin International Airport.
Lease agreement between the Puerto Rico Port Authority and Aerostar Airport Holdings for privatization of the Luis Munoz Marin International Airport.

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Categories:Types, Business/Law
Published by: darwinbondgraham on Apr 10, 2013
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12/13/2014

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(a) An CAdverse ActionD shall occur if the Authority or any other
Governmental Authority established under the Laws of the Commonwealth takes action or
actions at any time during the Term (including enacting any Law) and the effect of such action or
actions, individually or in the aggregate, is reasonably expected (i) to be principally borne by the
Lessee or private operators of Comparable Public Airports or Contratantes and (ii) to have a
material adverse effect on the fair market value of the Lessee Interest, except where (A) such

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action is in response to any act or omission on the part of the Lessee that (1) is illegal (before
taking into account the applicable government action) or (2) constitutes nonperformance by the
Lessee or (B) such action is otherwise permitted under this Agreement; provided, however, that
none of the following shall be an Adverse Action: (x) the exercise of law enforcement, subpoena
or investigatory powers of the Authority or any Governmental Authority as permitted under this
Agreement or applicable Law; (y) the imposition of a Tax or an increase in Taxes of general
application, including parking Taxes of general application imposed on users or operators of
parking facilities or Contratantes or (z) the development, redevelopment, construction,
maintenance, modification or change in the operation of any existing mode of transportation that
results in the reduction of any revenues generated at the LMM Airport Facility or in the number
of users using the LMM Airport Facility.

(b) If an Adverse Action occurs, the Lessee shall have the right to receive
Leasehold Compensation from the Authority with respect thereto (such Leasehold
7-=6".#+,)-.I%,1"%CAA-CompensationDE>%provided, however, that if the Adverse Action
constitutes an expropriation, sequestration or requisition of all or a material part of the LMM
Airport Facility, the LMM Airport Facility Assets, the Use Agreement, and the Lessee Interest
(or any of them) or materially impedes, substantially frustrates or renders impossible the

!"##""$#%+')(),3%,-%6"24-2=%),#%-'()*+,)-.#%1"2"0.9"2%8-.,).0-0#(3%4-2%NK%9+3#I%,1".%,1"%!"##""%

shall have the right either (i) to be paid the AA-Compensation with respect thereto or (ii) to
terminate this Agreement and be paid by the Authority any AA-Termination Damages, in each
case by giving notice in the manner described in Section 14.1(c).

(c) Within 90 days following the date on which the Lessee first became aware
of the Adverse Action, the Lessee shal(%*)Q"%.-,)8"%B,1"%CAA-Preliminary NoticeDE%,-%,1"%
Authority stating that an Adverse Action has occurred. Within 180 days following the date of
delivery of the AA-Preliminary Notice, the Lessee shall give the Authority another notice (the
CAA-NoticeDE%#",ting forth (i) details of such Adverse Action, (ii) details of the material adverse
effect of such Adverse Action on the fair market value of the Lessee Interest, (iii) a statement as
to which right referred to in Section 14.1(b) the Lessee elects to exercise, and (iv) if the Lessee
elects to exercise the right to Leasehold Compensation under Section 14.1(b), the amount
claimed as AA-Compensation and details of the calculation thereof. The Authority shall, after
receipt of the AA-Notice, be entitled by notice to require the Lessee to provide such further
supporting particulars as the Authority may reasonably consider necessary. If the Authority or
the GDB, as the case may be, wishes to dispute the occurrence of an Adverse Action or the
amount of AA-Compensation, if any, claimed in the AA-Notice, it shall give notice of dispute
B,1"%CAA-Dispute NoticeDE%,-%,1"%!"##""%@),1).%lK%9+3#%4-((-@).*%,1"%9+,"%-4%2"8")6,%'3%),%-4%,1"%
AA-Notice stating in reasonable detail the grounds for such dispute. If neither the AA-Notice
nor the AA-Dispute Notice has been withdrawn within 30 days following the date of receipt of
the AA-Dispute Notice by the Lessee, the matter shall be submitted to the dispute resolution
procedure in Article 19.

(d) If the Lessee has elected to exercise its right to AA-Compensation, the
Authority shall pay the amount of Leasehold Compensation claimed by the Lessee within 60
days following the date of receipt of the AA-Notice, or if a AA-Dispute Notice has been given,
then not later than 60 days following the date of determination of the AA-Compensation
(together with interest at the rate set forth in Section 20.9 from the date of receipt of the AA-

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Dispute Notice to the date on which payment is made); provided that the Authority shall provide
the AA-Compensation in accordance with Section 15.1(b) as if the related AA-Notice were a
CE-Notice; and provided further that, subject to the right of the Lessee to receive interest at the
rate set forth in Section 20.9 on the payment owed by the Authority from the date of receipt of
the AA-Dispute Notice to the date on which payment is made, the Authority may defer any such
payment for an additional 120 days if the Authority determines, in its discretion, that such
additional period is necessary in order to obtain financing or otherwise to obtain the necessary
funds to make such a payment.

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