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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) If the Lessee has the right to terminate this Agreement in connection with
an Adverse Action pursuant to Section 14.1, and the Lessee has exercised such right, this
Agreement, subject to Section 14.3, shall terminate 120 days following the date of receipt of the
AA-Notice by the Authority, and on the Reversion Date the Authority shall pay an amount
(which amount shall be paid from general Authority funds and not from LMM Airport Facility
revenues) equal to the aggregate, without duplication, of (i) the LMM Airport Facility Leasehold
Value as of the date of termination (which shall be determined as if no Adverse Action has
occurred), plus (ii) the reasonable out-of-pocket and documented costs and expenses incurred by
the Lessee as a direct result of such termination, plus (iii) the Leasehold Compensation
calculated for the period between the date of the Adverse Action and the Reversion Date, less
(iv) any insurance or condemnation proceeds payable to the Lessee (or that should have been

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obligation to take out or maintain insurance under this Agreement or (z) the invalidity or breach
of any insurance policy caused by the Lessee under which such policy proceeds would have been
paid) with respect to all or any portion of the LMM Airport Facility as a result of the occurrence
-4%#081%/9Q"2#"%/8,)-.%B8-(("8,)Q"(3I%,1"%CAA-Termination DamagesDE%,-%,1"%!"##""%-.%,1"%
Reversion Date or, if the AA-Termination Damages are determined on a date subsequent to the
Reversion Date, then not later than 60 days following the date of determination of the AA-
Termination Damages (together with interest at the rate set forth in Section 20.9 from the
Reversion Date to the date on which payment is made); provided 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 Reversion Date to the date on which payment is made, the Authority may
defer any such payment for an additional 120 days if the Authority reasonably determines that
such additional period is necessary to obtain financing or required approvals to make such a
payment; provided, however, that any amounts received by the Lessee or any Leasehold
Mortgagee from any insurance policies payable as a result of damage or destruction to the LMM
Airport Facility that has not been remedied prior to the Reversion Date, shall, to the extent not
used to remedy such effects, be deducted from the amount payable by the Authority to the
Lessee so long as the Authority has not received any such amounts pursuant to Article 13.

(b) Any dispute arising out of the determination of the AA-Termination
Damages shall be submitted to the dispute resolution procedure in Article 19.

(c) No AA-Notice given by the Lessee to the Authority in which the Lessee
states that it elects to exercise its right of termination of this Agreement shall be valid for any
purpose unless, if any Leasehold Mortgage Debt remains outstanding and if and to the extent

113

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required by the terms of any Leasehold Mortgage, the Lessee has first obtained and delivered to
the Authority the written consent of the Leasehold Mortgagee to such AA-Notice.

(d) Payment of the entire sum of AA-Termination Damages or the AA-
Compensation, as the case may be, by the Authority to the Lessee, shall constitute full and final
satisfaction of all amounts that may be claimed by the Lessee for and with respect to the
occurrence of the Adverse Action and, upon such payment, the Authority shall be released and
forever discharged by the Lessee from any and all liability with respect to such Adverse Action.

Section 14.3 Right of Authority to Remedy an Adverse Action. If the Authority
wishes to remedy the occurrence of an Adverse Action, the Authority shall give notice thereof to
the Lessee within 30 days following the date of receipt of the AA-Notice. If the Authority gives
such notice, it must remedy the Adverse Action within 180 days following the date of receipt of
the AA-Notice or, if a AA-Dispute Notice has been given, within 180 days following the final
award pursuant to Article 19 to the effect that an Adverse Action occurred or, in either case,
within such longer period as may be agreed to by the Lessee. If the Authority remedies the
occurrence of an Adverse Action within the applicable period of time, the right of the Lessee
shall be limited to a claim for AA-Compensation with respect to such Adverse Action.

ARTICLE 15
LEASEHOLD COMPENSATION; DELAY EVENTS

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