MISCELLANEOUS

9.1 No Property Interest The Terms and Conditions shall not create a property interest of an Airline in the Authority's property, nor shall it create any right to use or occupy any specific areas of any Regional Airport. 9.2 No Waiver No waiver or failure to complain by the Authority of any action, non-action or breach on the part of an Airline in the performance of any of the terms, covenants, or conditions hereof to be performed, kept or observed shall be or be construed to be a waiver of any other or subsequent breach in the performance of any of the terms, covenants and conditions. No acceptance of payments by the Authority shall constitute a waiver of any right of the Authority on account of any failure of an Airline to carry out its rights obligations in accordance with the Terms and Conditions. 9.3 Non-discrimination and Affirmative Action. With respect to its exercise of all uses, rights and privileges at a Regional Airport, the Airline shall abide by the Non-discrimination and Affirmative Action provisions described in Exhibit C. 9.4 Notice Whenever notice shall or may be given to the Authority under the Terms and Conditions, the same shall be adequately given if in writing and delivered by hand to an authorized representative of the Authority, or sent by overnight courier, registered or certified mail, postage prepaid, to: Puerto Rico Ports Authority PO Box 362829 San Juan, P.R. 00936-2829 Attention: Airport Manager Attention: Chief of the Aviation Bureau All notices to the Authority shall be effective upon receipt. Wherever notice shall or may be given to Airline, the same shall be adequately given if in writing and delivered by hand or first class mail to Airline at Airline's address at any Regional Airport at which it operates or such other last known address. All notices to Airline shall be effective upon delivery. Any notice sent by mail shall be deemed delivered within two (2) business days of the date such notice was deposited in the mail. 9.5 No Personal Liability of Authority. No member, officer or employee of the Authority shall be personally liable under any term or provision of the Terms and Conditions. {A0081207.2} 9.6 Applicable Law If any provision of the Terms and Conditions shall to any extent be held invalid or unenforceable by a court of competent jurisdiction, the remainder of the Terms and Conditions shall not be affected thereby. The Terms and Conditions shall be governed by the laws of the Commonwealth of Puerto Rico. The Authority may revoke, amend or restate the Terms and Conditions at any time and from time to time. 9.7 Consequential Damages The Authority and its directors, officers, agents or employees shall not be liable to an Airline or any third party claiming through such Airline for any loss of business or any indirect, incidental, special or consequential damages or lost profits arising out of or relating to the Terms and Conditions or the operation of such Airline at any Regional Airport or from any other cause. 9.8 Collection of Attorneys' Fees In the event that the Authority prevails in any court proceeding brought to enforce the Terms and Conditions against an Airline or to collect fees or charges from such Airline, the Authority shall be entitled to reimbursement of its reasonable attorneys' fees from such Airline. 9.9 Work in Harmony Airline's employees at any Regional Airport shall be required and able to work in harmony with all elements of labor employed at such Regional Airport. In the event that the Authority reasonably determines that it is necessary for public safety or the efficient operation of a Regional Airport to post police details or take other actions as a result of the inability of an Airline's employees to work in harmony with other elements of labor employed at such Regional Airport, such Airline shall reimburse the Authority for all reasonable costs incurred by the Authority in doing so. {A0081207.2} EXHIBITS: Exhibit A - Letter of Credit Form Exhibit B - 1 - Aircraft Operations Report Exhibit B - 2 - Aircraft Parking Report Exhibit B - 3 - Airline Passenger Report Exhibit B - 4 - Cargo Report Exhibit C - Nondiscrimination and Affirmative Action Requirements Exhibit D - Records {A0081207.2} EXHIBIT A LETTER OF CREDIT BENEFICIARY: Puerto Rico Ports Authority P.O. Box 362829 San Juan, PR 00936-2829 APPLICANT: Gentlemen: We hereby establish an irrevocable letter of credit in favor of the Beneficiary for the account of the Applicant for a sum of and 00/100 US Dollars ($ .00) available by Beneficiary's draft(s) drawn on ourselves at sight effective and expiring on . Drafts must be accompanied by: 1. A statement purportedly signed by an authorized officer of the Beneficiary certifying that the Applicant has failed to faithfully perform one or more of its obligations to the Beneficiary under certain Air Carrier Operating Terms and Conditions (the "Terms and Conditions") of the Beneficiary dated as of , 20 ; and 2. A statement purportedly signed by an authorized officer of the Beneficiary as to (1) the amount of damages or expenses which, in his or her determination, the Beneficiary has suffered or incurred as a result of such failure by the Applicant, and/or (2) the amount of any fees, charges or others sums past due and remaining unpaid from the Applicant to the Beneficiary under the Terms and Conditions, together with the amount of any interest thereon to the extent required or allowed under the Terms and Conditions; and 3. The original of this credit. Each draft must indicate the name of the issuing banks the credit number and date of this letter of credit. If a drawing is made by the Beneficiary hereunder at or prior to 11:00 a.m. local time at our branch where such drawing is made, on a business day, payment shall be made to the Beneficiary or its designee of the amount specified, in immediately available funds, not later than 3:00 p.m., such local time, on the same business day or such later time and business day as the Beneficiary may specify. If a drawing is made by the Beneficiary after 11:00 a.m., such local time, {A0081207.2} on a business day, payment shall be made to the Beneficiary or its designee of the amount specified, in immediately available funds, not later than 3:00 p.m., such local time, on the next business day thereafter, or such later time and business day as the Beneficiary may specify. Except so far as otherwise expressly stated herein, this letter of credit is subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce, Publication No. 400 (1983 Revision), except that, notwithstanding the provisions of Article 19 thereof to the contrary, if this letter of credit would have otherwise expired by its terms during a period when our business has been interrupted by Acts of God or other causes beyond our control, our obligations hereunder shall continue for thirty (30) days following the date of our resumption of normal business operations. We hereby agree with you that all drafts drawn under and in compliance with the terms of this letter of credit will be duly honored on presentation to us. [BANK] By: Name: Title: Hereunto duly authorized {A0081207.2 EXHIBIT B - 1 AIRCRAFT OPERATIONS REPORT Exhibit B1 Aircraft Operations Report Late Munez Marts International Airport REPORTING MONTH: A - c *B.C B D "A"B'D M.A.G.T.O.W. Operator Aircraft Type Tall # Operation Date (1,000) Landings Takecfle Total Operations Applicable Tariff Charge 1 a 3 4 5 6 2 a 9 10 11 12 13 14 15 16 17 TO 19 20 21 22 23 24 25 Total (Please use additional pages # necessary) AIR CARRIER: CERTIFIED CORRECT: Air Cerrier Representative *** The Date (dd/mm/yr) Signature TOP Submit the formie: : {A0081207.2} EXHIBIT B - 2 AIRCRAFT PARKING REPORT Exhibit 0-2 Airerwit Parking Report Luis Munoz Marin International Airport REPORTING MONTH: A B -A'B Operator Aircraft Type Ted . Arrival Date Antival Time Departure Date Departure Time Chargeble Duration Applicable Teriff Charge 1 2 3 4 5 6 r $ 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Total (Please - additional pages if (mm/dd/yy) AIR CARRIER: CERTIFIED CORRECT: AIR Cerrier Representative - Title Date (dd/mm/yy) Signature Tel: (###-###-###) Bubmit this form no : {A0081207.2 } EXHIBIT B - 3 - AIRLINE PASSENGER REPORT Exhibit B-3 Airline Passenger Report Leis Munes Marm International Airport REPORTING MONTH: Explaned Passengers Deplared Passerges Brand Operator Amount Type THE Domesto Local Total Domesto International LOCAL Total Total % 2 3 * $ 6 T a . 10 11 12 13 14 15 16. 17 18 10 20 21 = 23 ## 25 Total * Applicable Charge (Prease ... additional pages if nacessary) AIR CARRIER: CERTIFIED CORRECT As Carder Representative - The Date (dd/mm/yyyy) Signature Tel: - Submit this form to : {A0081207.2} EXHIBIT B - 4 CARGO REPORT Exhibit B4 Cargo Paport Luis Nume: Marks international Airport REPORTING MONTH: Domestic Cargo Intervational Carge and Openier Aircraft Type Tall# . " Out TOMA in CMI Total Total a 2 3 4 $ a 7 a 9 10 11 12 13 14 15 18 17 NO a as 21 = 23 24 25 Total * Applicable Tarith Charge (Please - additional pages if interessary) AIR CARRIER: CERTIFIED CORRECT: AIR Center Representative BY - Tide Date (dd/mm/yyyy) Signature Tel: - - - Submit this form to: {A0081207.2 } EXHIBIT C NON-DISCRIMINATION AND AFFIRMATIVE ACTION Federal Nondiscrimination Regulations Airline and its Affiliates understand and acknowledge that the Authority has given to the United States of America, acting by and through the FAA, certain assurances with respect to nondiscrimination, which have been required by Title VI of the Civil Rights Act 1964 and by 49 CFR Part 21 as a condition precedent to the Government making grants in aid to the Authority for certain Airport programs and activities, and that the Authority is required under those Regulations to include in every agreement pursuant to which any person or persons other than the Authority operates or has the right to operate any facility on the Airport providing services to the public, the following covenant, to which the Airline and its Affiliates agree: The Airline and its Affiliates, in their operation at and use of any Regional Airport, covenant that (i) No person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (ii) In the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and (iii) It shall use the premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation Effectuations of Title VI of the Civil Rights Act of 1964, and as that regulation may be amended. The Airline and its Affiliates further agree to promptly provide to the Authority, upon written request by the Authority, such information that the Authority is required to obtain from the Airline or its Affiliates to show compliance with applicable nondiscrimination laws. Affirmative Action The Airline and its Affiliates assure that they will undertake an affirmative action program if required by 14 CFR Part 152, Subpart E, to ensure that no person shall on the grounds of race, creed, color, national origin, or sex be excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E. The Airline and its Affiliates assure that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. The Airline and its Affiliates assure that they will require that their covered sub-organizations provide assurances to the Airline or such Affiliate, as applicable, and that they will require assurances from their sub-organizations, if required by 14 CFR Part 152, Subpart E, to the same effect. Commonwealth of Puerto Rico Nondiscrimination Laws and Regulations The Airline and its Affiliates, in their operation at and use of any Regional Airport, agree to {A0081207.2} abide by and comply with any and all present and future laws, statutes, ordinances, rules and regulations, orders, judgments and decrees of the Commonwealth of Puerto Rico relating to nondiscrimination or affirmative action. {A0081207.2 } EXHIBIT D RECORDS The Airline shall submit to the Authority the following information with respect to each Regional Airport at which it intends to operate: (A) FAA Air Carrier Certificate/DOT Certificate (B) Airline's Current Scheduled Plan of Operations {A0081207.2 }