EXECUTION COPY 

PORT OF SEATTLE 
SIGNATORY LEASE AND OPERATING AGREEMENT 
2013  2017 


AIRLINE:
 





SEATTLE-TACOMA INTERNATIONAL AIRPORT

EXECUTION COPY 
TABLE OF CONTENTS 
ARTICLE 1     DEFINITIONS AND EXHIBITS .................................................................... 1 
1.1     Basic Data .............................................................................................................. 1 
1.2     Additional Defined Terms ..................................................................................... 2 
1.3     Exhibits .................................................................................................................. 9 
ARTICLE 2     GRANT OF RIGHTS TO USE AIRPORT ................................................... 10 
2.1     Rights to Use Airfield Area ................................................................................. 10 
2.2     Rights to Use Public Areas .................................................................................. 10 
2.3     Rights to Use Premises ........................................................................................ 10 
ARTICLE 3     USE OF AIRPORT ........................................................................................ 11 
3.1     Limitations and Prohibitions on Use.................................................................... 11 
3.2     Terminal ............................................................................................................... 11 
3.3     Gates .................................................................................................................... 11 
3.4     Airfield Area ........................................................................................................ 12 
ARTICLE 4     ASSIGNMENT AND USE OF GATES........................................................ 12 
4.1     No Exclusive Use Gates....................................................................................... 12 
4.2     Definitions............................................................................................................ 13 
4.3     Annual Determination by the Port of the Total Number of Common Use
Gates .................................................................................................................... 13 
4.4     Annual Determination of the Number and Locations of Preferential Use
Gates to be Offered to Airline .............................................................................. 14 
4.5     Port Scheduling Rights at Preferential Use Gates ................................................ 16 
4.6     Charges for Use of Gate by Another Carrier ....................................................... 17 
4.7     Port's Control of Common Use Gates ................................................................. 17 
4.8     Common Use Facilities Advisory Committee ..................................................... 18 
4.9     Port Passenger Processing Equipment ................................................................. 18 
ARTICLE 5     ASSIGNMENT AND USE OF OTHER TERMINAL FACILITIES ........... 18 
5.1     General ................................................................................................................. 18 
5.2     One-time Reallocation of Premises (Other Than Gates) ..................................... 18 
5.3     Priorities for Accommodation.............................................................................. 20 
5.4     Accommodation in Preferential Use Premises .................................................... 20 
5.5     Charges for Use of Facilities by Another Carrier ................................................ 21 

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5.6     Consolidation of Operations ................................................................................ 21 
ARTICLE 6     CAPITAL IMPROVEMENTS ...................................................................... 22 
6.1     Previously Approved Capital Improvement Projects .......................................... 22 
6.2     New Project Approval.......................................................................................... 23 
6.3     Project Management Reserve .............................................................................. 24 
6.4     Discretionary Projects .......................................................................................... 24 
6.5     Capital Improvements Exempt from Majority-In-Interest Review ..................... 24 
6.6     Rate Recovery ...................................................................................................... 25 
ARTICLE 7     AIRLINE REPRESENTATIONS AND WARRANTIES............................. 25 
7.1     Corporate Structure .............................................................................................. 25 
7.2     Duly Authorized................................................................................................... 25 
7.3     Approvals Unnecessary ....................................................................................... 25 
7.4     Duly Executed ...................................................................................................... 25 
7.5     No Litigation ........................................................................................................ 25 
ARTICLE 8     CALCULATION OF RATES AND CHARGES .......................................... 26 
8.1     Generally .............................................................................................................. 26 
8.2     Calculation of the Landing Fee ............................................................................ 26 
8.3     Calculation of Terminal Rental Rates .................................................................. 27 
8.4     Calculation of the FIS Fee ................................................................................... 28 
8.5     Calculation of Gate Rates and Fees ..................................................................... 28 
8.6     Calculation of Baggage Claim Rate ..................................................................... 29 
8.7     Calculation of Baggage Make up System Space Rate and Fees .......................... 30 
8.8     Calculation of Baggage Make up System Fees.................................................... 30 
8.9     Calculation of Preferential Use Ticket Counter Rental Rate ............................... 30 
8.10   Calculation of Common Use Ticket Counter Rate .............................................. 31 
8.11   Calculation of Non-Publicly-Accessible Office Space Rental Rate .................... 31 
8.12   Calculation of Closed Storage Space Rental Rate ............................................... 31 
8.13   Rent for Publicly-Accessible Offices and VIP Lounges ...................................... 32 
8.14   Calculation of Passenger Loading Bridge Fees ................................................... 32 
8.15   Calculation of the Ramp Tower Fee .................................................................... 32 
8.16   Calculation of the Passenger Airline Apron Fee.................................................. 32 

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TABLE OF CONTENTS 
8.17   Mid-year Adjustments ......................................................................................... 33 
8.18   Annual Adjustments-to-Actual ............................................................................ 33 
8.19   Revenue Sharing .................................................................................................. 33 
8.20   Activity Reports ................................................................................................... 34 
8.21   Non-Signatory Premium ...................................................................................... 35 
8.22   Air Service Incentive Program ............................................................................. 35 
8.23   Affiliates .............................................................................................................. 35 
8.24   Airfield Commercial Area ................................................................................... 36 
8.25   Space Determinations .......................................................................................... 36 
ARTICLE 9     PAYMENTS .................................................................................................. 37 
9.1     Payment of Landing Fees and Terminal Rents .................................................... 37 
9.2     Passenger Facility Charges .................................................................................. 37 
9.3     Payment of VIP Lounge Percentage Fees ............................................................ 38 
ARTICLE 10    AUDIT ........................................................................................................... 38 
ARTICLE 11    PIPELINES AND UTILITIES ...................................................................... 39 
11.1   Reservations by Port ............................................................................................ 39 
11.2   Relocation of Pipelines ........................................................................................ 39 
11.3   Utilities ................................................................................................................. 39 
ARTICLE 12    DEVELOPMENT, MAINTENANCE AND REPAIR OF AIRPORT.......... 40 
12.1   Port Right to Alter Airport ................................................................................... 40 
12.2   Condition of Premises and Janitorial Services..................................................... 40 
12.3   Airline Improvements .......................................................................................... 40 
12.4   Repair ................................................................................................................... 41 
12.5   Damage or Destruction ........................................................................................ 41 
12.6   Inspections ........................................................................................................... 42 
ARTICLE 13    COMPLIANCE WITH LAW ........................................................................ 43 
13.1   General Laws ....................................................................................................... 43 
13.2   Airport Rules and Regulations ............................................................................. 43 
ARTICLE 14    INDEMNIFICATION - LIABILITY INSURANCE..................................... 43 
14.1   Indemnification of Port by Airline ....................................................................... 43 
14.2   Liability Insurance ............................................................................................... 44 

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TABLE OF CONTENTS 
14.3   Automobile Liability Insurance ........................................................................... 45 
14.4   Other Forms of Insurance .................................................................................... 45 
14.5   Termination, Renewal and Additional Insurance ................................................ 45 
14.6   No Representation of Adequacy .......................................................................... 46 
14.7   Port's Right to Request Information from Insurance Company .......................... 46 
14.8   Primary Coverage ................................................................................................ 46 
ARTICLE 15    WAIVER OF SUBROGATION .................................................................... 46 
ARTICLE 16    INCREASE IN COST OF INSURANCE...................................................... 46 
ARTICLE 17    DISCRIMINATION ...................................................................................... 47 
17.1   Federal Nondiscrimination Regulations .............................................................. 47 
17.2   Affirmative Action ............................................................................................... 47 
ARTICLE 18    ASSIGNMENT AND SUBLETTING .......................................................... 48 
ARTICLE 19    SECURITY DEPOSIT................................................................................... 48 
19.1   Required Deposit ................................................................................................. 48 
19.2   Exemptions .......................................................................................................... 49 
19.3   Events of Default  Security Deposit Required ................................................... 50 
ARTICLE 20    TERMINATION ............................................................................................ 50 
20.1   Airline Defaults .................................................................................................... 50 
20.2   Port Remedies ...................................................................................................... 51 
20.3   Termination .......................................................................................................... 52 
20.4   Airline's Right to Partial Termination ................................................................. 53 
20.5   Port's Right to Partial Termination ...................................................................... 54 
20.6   Port's Right to Perform ........................................................................................ 54 
20.7   Rights Related to Termination ............................................................................. 54 
ARTICLE 21    SURRENDER OF POSSESSION ................................................................. 54 
ARTICLE 22    HOLDING OVER ......................................................................................... 55 
ARTICLE 23    ENVIRONMENTAL STANDARDS ............................................................ 55 
23.1   Definitions............................................................................................................ 55 
23.2   Restriction on Hazardous Substances .................................................................. 55 
23.3   Compliance and Remediation .............................................................................. 56 
23.4   Port Remedies ...................................................................................................... 56 

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TABLE OF CONTENTS 
23.5   Access to Premises ............................................................................................... 56 
23.6   Vacating of Premises ........................................................................................... 56 
23.7   Environmental Indemnity .................................................................................... 57 
ARTICLE 24    MISCELLANEOUS PROVISIONS .............................................................. 57 
24.1   No Personal Liability ........................................................................................... 57 
24.2   Governing Law .................................................................................................... 57 
24.3   No Waiver ............................................................................................................ 57 
24.4   No Exclusive Remedy.......................................................................................... 58 
24.5   Subordination to Sponsor's Assurance Agreement ............................................. 58 
24.6   SEC Rule 15c2-12................................................................................................ 58 
24.7   Force Majeure ...................................................................................................... 58 
24.8   Severability .......................................................................................................... 58 
24.9   Headings .............................................................................................................. 58 
24.10  Exclusiveness of Airline's Rights ........................................................................ 59 
24.11  Withholding Required Approvals ........................................................................ 59 
24.12  Successors and Assigns........................................................................................ 59 
24.13  Taxes .................................................................................................................... 59 
24.14  Exhibits ................................................................................................................ 59 
24.15  Entire Agreement ................................................................................................. 60 
24.16  Amendments ........................................................................................................ 60 
24.17  No Third-Party Beneficiaries ............................................................................... 60 
24.18  No Joint Venture .................................................................................................. 60 
24.19  Attorneys' Fees .................................................................................................... 60 
24.20  Liens and Encumbrances ..................................................................................... 60 
24.21  Notices ................................................................................................................. 61 
24.22  Labor Disputes ..................................................................................................... 61 
24.23  Agreement Not to Grant More Favorable Terms ................................................. 61 



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PORT OF SEATTLE 

SEATTLE-TACOMA INTERNATIONAL AIRPORT 
2013  2017 
SIGNATORY LEASE AND OPERATING AGREEMENT 
Airline:  

This SIGNATORY LEASE AND OPERATING AGREEMENT (this "Agreement") is
made by and between the PORT OF SEATTLE (the "Port"), a Washington municipal
corporation, and ,  (the "Airline").
RECITALS 
The Port owns and operates the Seattle-Tacoma International Airport (the "Airport") and
has the authority to grant to Airline rights and privileges concerning the occupancy and use of
the Airport. 
The Airline desires to occupy or use certain Airport premises and facilities and to acquire
from the Port certain rights and privileges in connection with its use of the Airport. 
In consideration of the terms and conditions described below, the Port and Airline agree
as follows: 
ARTICLE 1 
DEFINITIONS AND EXHIBITS 
1.1     Basic Data.
Each reference in this Agreement to any of the following subjects shall incorporate the
information specified below: 
Port:                    Port of Seattle. 
Port's Overnight Delivery and Street Address: Attn: Manager, Aviation Properties, Mezzanine
Level, 17801 Pacific Highway So. Seattle, WA 98158. 
Port's Post Office and Payment Address: P. O. Box 34249-1249, Seattle, WA 98124-1249 
Airline:                 
Airline's Overnight Delivery Address: 
 

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Airline's Post Office Delivery Address: 
 
Effective Date:        January 1, 2013. 
Term:               The period of time beginning on the Effective Date and ending on the
Expiration Date, unless earlier terminated as provided in this Agreement;
provided, however, that this Agreement shall not commence for any Air
Carrier unless both of the following conditions are satisfied: (a)four (4)
Air Carriers that are currently performing scheduled passenger or cargo
operations at the Airport and that also collectively account for at least fifty
percent (50%) of the Terminal Rents and Landing Fees paid by all Air
Carriers at the Airport during Fiscal Year 2012 have delivered duly
executed Agreements in this form to the Port by November 15, 2013; and 
(b) at least six (6) other Air Carriers, that together with the four (4) Air
Carriers described in the preceding subsection (a) account for at least
sixty-six and two-thirds (66-2/3) percent of the Terminal Rents and
Landing Fees paid by all Air Carriers at the Airport during Fiscal Year
2012, deliver to the Port by November 15, 2013 either duly executed
Agreements in this form or written representations by a corporate officer
of each such Air Carrier that they will unconditionally recommend and
expect to receive Board approval of this Agreement and will, upon Board
approval, promptly deliver executed Agreements in this form to the Port.
If both of these conditions are satisfied, the Effective Date for a duly
executed Agreement in this form delivered to the Port by any Air Carrier
by December 15, 2013 shall be January 1, 2013, and the Effective Date for
a duly executed Agreement in this form that is delivered to the Port after
December 15, 2013 by any Air Carrier shall be the first day of the next
month beginning no less than sixty (60) days after the date the duly
executed Agreement is delivered to the Port, and until such Effective Date
any such Air Carrier shall be deemed to be a Non-Signatory Airline on
and after January 1, 2013.
Expiration Date:      December 31, 2017. 
Permitted Uses:       As provided in Article 3. 
Premises and Legal Description:     As provided in Article 2. 
Security Deposit:     $, as provided in Section 19.1. 
1.2     Additional Defined Terms.
The following terms shall have the following meanings wherever used in this Agreement:
"AAAC" means the Airline Airport Affairs Committee established by the Signatory
Airlines operating at the Airport. 
"Affiliate" means any Air Carrier that is (a) flying in or out of the Airport solely for the
benefit of a Contracting Carrier(s) and providing transportation of property or passengers for the
Contracting Carrier under the name of the Contracting Carrier, (b) if flying under its own name,

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not selling any seats in its own name and all seats are being sold in the name of the Contracting 
Carrier or (c) a wholly-owned subsidiary of the Contracting Carrier or a subsidiary of the same
corporate parent as the Contracting Carrier. 
"Air Carrier" means a carrier certificated by the Secretary of Transportation as a
Passenger Carrier under 49 U.S.C.  41102 or a Cargo Carrier under 49 U.S.C.  41103. 
"Airfield" means the total area comprised of the Airfield Apron Area, Airfield Movement
Area and Airfield Commercial Area. 
"Airfield Apron Area" or "Apron" means the paved areas surrounding the Terminal used
by Passenger Carriers, including taxi lanes used for circulation and ramp areas used for parking
of aircraft and ground service equipment and the remote parking areas designated for Airlines,
not including Airfield Commercial Area ramps and taxi lanes. 
"Airfield Commercial Area" means the land, taxi lanes, ramps and facilities outside the
Airfield Movement Area, Aprons and Terminal used primarily for cargo activities and aircraft
maintenance. 
"Airfield Movement Area" means all landing areas, runways, taxiways, adjacent field
areas and related support facilities (e.g. field lighting, navigational aides and cart roads). 
"Airline Rate Bases" means the rate bases used to calculate Landing Fees or Terminal
Rents as provided in Article 8. 
"Airline Rented Space" means all Exclusive Premises and Preferential Use Premises
leased to any Signatory Airline, plus all Common Use Premises. 
"Airline Support Systems and Equipment" shall mean various systems and equipment
provided by the Port to support Airline operations at the Airport including but not limited to
Common Use Baggage Claim and Baggage Make up Systems, Passenger Loading Bridges and
utility systems and services, airport information technology systems, and electric ground service
equipment ("EGSE") charging stations used for airline vehicles.
"Airline Support Systems and Equipment Costs" means all the Capital Costs and O&M
Expenses allocable to Airline Support Systems and Equipment.
"Airport" means the realty and improvements generally known and designated as the
"Seattle-Tacoma International Airport." The improvements on the realty consist of the runways,
aircraft taxiways and parking aprons, the passenger and freight terminal buildings, hangars,
vehicle roadways and parking facilities, and all other improvements on such realty. The term
"Airport" shall also include any adjacent or nearby realty hereafter acquired for purposes of the
Airport by the Port and all improvements hereafter constructed on such realty. 
"Approved Projects" means those previously approved Capital Improvement projects as
described in Section 6.1 and listed in Exhibit F. 

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"Baggage Claim Areas" means the areas located in the Terminal where inbound baggage
is unloaded and/or delivered to and claimed by arriving passengers. 
"Baggage Make up Areas" means the areas located in the Terminal where outbound
baggage is sorted for delivery to departing aircraft. 
"Baggage Make up Circulation Space" means the areas within the Terminal that are
associated with the movement of bags from Baggage Make up devices to aircraft. 
"Baggage Make up System" means all equipment owned, operated and maintained by the
Port associated with the transportation of baggage from Ticket Counters to baggage make up
devices. 
"Baggage Make up System Space" means the footprint of the Baggage Make up devices
plus adjacent circulation space sufficient to accommodate the parking of tugs and carts required
during operations of the devices. 
"Baggage System Costs" shall mean all Capital Costs and O&M Expenses allocable to
the Baggage Make up System and the Common Use Baggage Claim System. 
"Capital Costs" means all capital costs of the Airport, including the following: 
(a)      Debt service (net of PFC's) allocable to revenue bond-funded Capital
Improvements. 
(b)     Amortization allocable to Capital Improvements funded with airport revenue 
expended on or after January 1, 1992, based on the economic life for each Capital
Improvement and calculated using an interest rate set to equal comparable 
published average borrowing costs for debt financings by comparable public
entities during the calendar year when such Capital Improvement is put in service.
(c)      Debt service coverage, if for any given Fiscal Year a charge for debt service
coverage is necessary to maintain total Airport debt service coverage at no less
than 1.25 times the sum of debt service for that Fiscal Year. 
A copy of the Port's current Debt Service Schedule is attached as Exhibit I to this Agreement. 
"Capital Improvement" means a single addition or improvement to the Airport's physical
plant or equipment consistent with the Port's Capitalization Guidelines attached as Exhibit H, as
may be amended by the Port. 
"Cargo Carrier" means a carrier certificated by the Secretary of Transportation as a Cargo
Carrier under 49 U.S.C.  41103. 
"Chair of the AAAC" means the representative of the Signatory Airline designated as
such by the members of the AAAC. 

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"Common Use Baggage Claim Areas" means the space in the Terminal (excluding the
FIS Area) designated by the Managing Director to be used in common with other Airlines for the
delivery of inbound baggage to arriving passengers, including the areas where Common Use
Baggage Claim Systems are located. 
"Common Use Baggage Claim System" means equipment owned, operated and
maintained by the Port that delivers inbound baggage to arriving passengers. 
"Common Use Baggage Make up System" means equipment owned, operated and
maintained by the Port that sorts outbound baggage for delivery to departing aircraft. 
"Common Use Baggage Make up System Space" means the space in the Terminal
designated by the Managing Director to be used in common with other Airlines for the
transportation and sorting of outbound baggage for delivery to departing aircraft. 
"Common Use Baggage System Costs" means all the Capital Costs and O&M Expenses
allocable to the Common Use Baggage Claim System and the Common Use Gaggage Make up
System.
"Common Use Gates" means the space in the Terminal designated by the Managing
Director to be used in common with other Airlines for passenger holdrooms and gate areas and
does not include any Preferential Use Gates. 
"Common Use Hardstands" means an aircraft parking position not contiguous to the 
Terminal and not exclusively leased to any Air Carrier. 
"Common Use Passenger Loading Bridge" means a passenger loading bridge and related
equipment owned and maintained by the Port and serving a Common Use Gate. 
"Common Use Premises" means those areas within the Terminal including Common Use
Baggage Make up System Space, Common Use Gates, Common Use Ticket Counters, Common
Use Baggage Claim Areas that are made available by the Port to Airline and to one or more other
Air Carriers, as more fully described in the Premises Notice. 
"Common Use Ticket Counters" means the space in the Terminal designated by the
Managing Director to be used in common with other Airlines for ticket counters and associated
queuing space.
"Contracting Carrier" means a Signatory Airline who contracts with another Air Carrier
that is an Affiliate.
"Date of Beneficial Occupancy" means the date when a project or a phased element of a
project has been completed and the Director determines that it is available for use by Air
Carriers. 
"Deplaned Domestic Passengers" means passengers (including non-revenue passengers)
disembarking from a domestic flight and pre-cleared passengers disembarking from an
international flight at the Terminal, but does not include the flight crew.

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"Deplaned International Passengers" means passengers (including non-revenue
passengers) disembarking from an international flight at the Terminal, but does not include precleared
passengers or the flight crew. 
"Director" means the Managing Director, Aviation Division, of the Port or his/her
successor."" 
"Exclusive Premises" means any office space, storage area, VIP Lounge, employee break
room, baggage service office, Ticket Counter or other areas of the Terminal designated for the
exclusive use by Airline in the Premises Notice, and includes any Shared Exclusive Premises. 
"Exempt Projects" means those Capital Improvements subject to Section 6.5 of the
Agreement. 
"FAA" means the Federal Aviation Administration or successor agency. 
"FIS Facility" means the Federal Inspection Services Facility located in the Terminal and
is sometimes referred to as the "International Arrivals Facility." 
"Fiscal Year" means a year beginning January 1 and ending December 31. 
"Gate" means those portions of the Terminal individually comprised of a passenger
loading bridge, if any, and a passenger hold room.
"Gate Ramp" means the ramp area associated with each Gate. 
"Gross Revenues" means the selling price, whether for cash or credit, of all alcoholic
beverages or other beverages, and any related food service items sold at the VIP Lounge, but
shall exclude any sales or other excise tax imposed upon the purchaser and collected by the
Airline as agent for the taxing body imposing the tax and billed to the purchaser as a separate
item. 
"International Gate" means a Gate that provides international aircraft direct access to the
FIS Facility. 
"Landing Fees" means the fees described in Article 8. 
"Majority-in-Interest" means Air Carriers that account for more than fifty-five (55)
percent in number of the Signatory Airlines and that also account for more than fifty-five (55)
percent of the Terminal Rents and Landing Fees paid by all Signatory Airlines at the Airport
during the immediately preceding Fiscal Year. 
"Majority-in-Interest Threshold" means a total estimated project budget (i) at or above 3 
Million Dollars ($3M) for a Terminal or Airfield Capital Improvement, or (ii) at or above 5.4 
Million Dollars ($5.4M) for a roadway Capital Improvement. 
"Maximum Gross Landed Weight" means the maximum weight in thousand pound units
at which each aircraft operated by Airline is authorized by the FAA to land at the Airport. 

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"Net Revenue" means Airport Net Operating Income plus (a) interest income on the
Airport Development Fund plus (b) grants treated as non-operating revenues used to fund
operating expenses, less (c) the Customer Facility Charge surplus, if any, and less (d) other nonoperating
expenses paid out of the Airport Development Fund; provided, however, that during
the Term, the recognition of $5,959,372 used to reduce the Airfield Movement Area
Requirement and $11,920,531 used to reduce the Terminal Building Requirement in Fiscal Year
2013 under Sections 8.2.1 and 8.3.1, respectively, shall not be measured using the straight-line
accounting method. 
"New Projects" means Capital Improvement projects that are not Approved Projects or
Exempt Projects. 
"Non-Airline Support Systems and Equipment" shall mean various systems and
equipment, if any, provided by the Port to support operations at the Airport by tenants other than
Air Carriers.
"Non-Airline Support Systems and Equipment Costs" means all the Capital Costs and
O&M Expenses allocable to Non-Airline Support Systems and Equipment. 
"Non-Signatory Airline" means any Air Carrier that is not a Signatory Airline. 
"Open Storage Space" means unimproved, not fully-enclosed space. 
"Operations and Maintenance Expenses" or "O&M Expenses" means operations and
maintenance expenses of the Airport. 
"Other Airfield Movement Area Revenue" means revenue derived from fees charged for
the use of the Airfield Movement Area other than Landing Fees such as badge fees and land rent. 
"Outbound Checked Bags" means the actual number of outbound bags or other checked
items (including bags transferred aircraft-to-aircraft if the bags entered the outbound baggage
system) delivered on the Baggage Make up System. 
"Passenger Carrier" means an air carrier certificated by the Secretary of Transportation
under 49 U.S.C.  41102. 
"Passenger Facility Charges" or "PFCs" means charges authorized by 49 U.S.C.  40117
and applicable implementing regulations adopted by the FAA, as they may be amended from
time to time. 
"Port Passenger Processing Equipment" means equipment owned and installed by the
Port for use in passenger processing, which may include all or some of, equipment casework,
gate information displays ("GIDS"), boarding gate readers, passenger processing workstations,
seating and self-service kiosks (for boarding passes and bag tagging). 
"Preferential Use Baggage Make up System Space" means the space in the Terminal
assigned by the Port as Preferential Use Premises as set forth in Article 5 to be used by Airline 
for the transportation and sorting of outbound baggage for delivery to departing aircraft. 

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"Preferential Use Gate" means a Gate assigned by the Port for Preferential Use by a
Signatory Airline as set forth in Article 4. 
"Preferential Use International Gate" means an International Gate assigned by the Port
for Preferential Use by a Signatory Airline as set forth in Article 4. 
"Preferential Use Premises" means those areas designated as such in the Premises Notice
that are within the Terminal, including Preferential Use Baggage Make up System Space,
Preferential Use Gates and Preferential Use Ticket Counters and to which Airline has a higher
priority of use over all other Air Carriers. 
"Preferential Use Ticket Counter" means a Ticket Counter assigned by the Port as
Preferential Use Premises to a Signatory Airline as set forth in Article 5. 
"Premises" means any: (a) Exclusive Premises, (b) Preferential Use Premises; and
(c) Common Use Premises; provided, however, that in the case of Common Use Premises, such
areas will only constitute "Premises" during the period of time for which Airline has the right to
use such areas. 
"Premises Notice" means the notice described in subsection 2.3.1. 
"Public Areas" means sidewalks, concourses, corridors, lobbies, passageways, restrooms,
elevators, escalators and other similar space made available by the Port from time to time for use
by passengers, Port and Airline employees and other members of the public. 
"Ramp Tower Revenues" means all revenues received by the Port from payments of
Ramp Tower Fees. 
"Rentable Space" means any areas in the Terminal that are available for use by Airlines,
other aeronautical users, concessionaires or Port or other governmental users on an exclusive,
preferential or common use basis, as designated by the Managing Director, and shall include
Security Checkpoint Areas, but shall not include Open Storage Space. 
"RON Parking Revenues" means all revenues received by the Port from payments for the
use of remote parking areas for RON Parking. 
"Scheduled Airline" means an Air Carrier performing scheduled passenger service
operations at the Airport. 
"Scheduled Operation" means a Scheduled Airline's operation (arrival or departure) that
occurs pursuant to a schedule that is published in the Official Airline Guide (OAG) or any
successor publication and that is also made available to the Port at least forty-five (45) days prior
to the commencement of such operation. 
"Security Checkpoint Area" means an area used for passenger security screening and
associated queuing space as designated by the Managing Director. 

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"Shared Exclusive Premises" means Exclusive Premises assigned to Airline pursuant to a
Premises Notice that are also assigned by the Port to other Signatory Airlines on an equal
percentage basis pursuant to a lease agreement, and designated as Shared Exclusive Premises in
the Premises Notice. 
"Signatory Airline" means any Air Carrier that has entered into an agreement with the
Port substantially similar to this Agreement. 
"2006 SLOA" means the Signatory Lease and Operating Agreement between Airline or
other Air Carriers and the Port dated January 1, 2006. 
"Terminal" means Gates, Ticket Counters, Baggage Claim Areas, Baggage Make up 
areas, Security Checkpoint Areas, office space, storage areas, concourses, lobbies, VIP lounges,
the FIS Facility, employee break rooms and Public Areas located within the "drip-line" of the
passenger terminal building at the Airport. For purposes of this definition, the "drip-line" means 
the footprint (improved or unimproved) inside the outer limits of the passenger terminal building,
which in all cases should not extend beyond the roof-drip line. 
"Terminal Rents" means the rents charged by the Port for Airline's use of the Terminal,
as described in Article 8. 
"Ticket Counter Space" means all the space available for assignment as either
Preferential Use Ticket Counters or Common Use Ticket Counters. 
"Ticket Counters" means those areas made available by the Port for use by Airline for
ticketing passengers and similar activities, including curbside check-in positions, and associated
queuing space. 
"Turn" means the active arrival and departure of an aircraft from a Gate and may be
measured in halves. The movement of an empty aircraft to or from a Gate shall not constitute
half a "Turn."
"VIP Lounge" means those Exclusive Premises used by Airline to provide premium
services to its passengers. 
1.3     Exhibits.
Exhibit A: INTENTIONALLY OMITTED. 
Exhibit B: Airport Legal Description and Drawing 
Exhibit C: Premises Notice 
Exhibit D: Gate Use, Assignment and Scheduling Procedures. 
Exhibit E: Preferential Use Gate Assignments 
Exhibit F: Approved Capital Improvement Projects 

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Exhibit G: INTENTIONALLY OMITTED 
Exhibit H: Port's Capitalization Guidelines 
Exhibit I:   Debt Service Schedule 
Exhibit J:  Article 8 Airfield Fee Calculations 
Exhibit K: Article 8 Terminal Rent Calculations 
Exhibit L: Article 8 FIS Fee Calculations 
ARTICLE 2 
GRANT OF RIGHTS TO USE AIRPORT 
The Port grants to Airline the rights of occupancy and use in certain areas located within
the Airport as provided in this Article, subject to the terms of this Agreement. The legal
description of the Airport is attached hereto as Exhibit B and incorporated herein by this
reference. 
2.1     Rights to Use Airfield Area. 
The Port grants to Airline a nonexclusive license to use the Airfield Area, in common
with others, subject at all times to the exclusive control and management by the Port. 
2.2     Rights to Use Public Areas.
The Port grants to Airline a nonexclusive license to use the Public Areas within the
Terminal, in common with others, subject at all times to the exclusive control and management
by the Port. Port shall have the right to relocate, change or discontinue the use of any such area
from time to time during the Term.
2.3     Rights to Use Premises. 
2.3.1   Premises Notice. On or before the Effective Date, the Port will issue to
Airline a Premises Notice, attached hereto as Exhibit C and incorporated herein by this
reference, that will designate which areas of the Airport, if any, will be made available by the
Port for use by Airline as: (a) Exclusive Premises, including Shared Exclusive Premises;
(b) Preferential Use Premises; and (c) Common Use Premises (all, collectively, the "Premises").
Airline acknowledges and agrees that the Premises Notice will be revised by the Port and issued
to Airline from time to time during the Term to reflect assignment and reallocation rights
pursuant to this Agreement. The parties agree that, upon issuance by the Port, the revised
Premises Notice shall be attached and incorporated to the Agreement and shall update and
replace the last issued Exhibit C without further amendment of the Agreement. 
2.3.2   Exclusive Premises. The Port grants to Airline the exclusive right to use
the Exclusive Premises, including Shared Exclusive Premises, identified in the Premises Notice. 

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2.3.3   Preferential Use Premises. The Port grants to Airline, subject to Articles 4
and 5 of this Agreement, the right to use, on a preferential use basis, the Preferential Use
Premises identified in the Premises Notice. 
2.3.4   Common Use Premises. The Port grants to Airline, subject to Articles 4
and 5 of this Agreement, the right to use, on a common use basis, the Common Use Premises 
identified in the Premises Notice, subject at all times to the exclusive control and management by
the Port. Subject to the provisions of Articles 4 and 5 of this Agreement, the Port reserves the
right to revise Airline's right to use such Common Use Premises by sending to Airline a revised
Premises Notice. 
ARTICLE 3 
USE OF AIRPORT 
3.1     Limitations and Prohibitions on Use.
Airline shall not use the Premises or cause or permit its employees or others to use the
Premises for any other purpose than specified in this Agreement.
3.2     Terminal.
Use of the Terminal by Airline shall be limited to the following activities: 
3.2.1   The operation of an air transportation business for the carriage of persons,
property, baggage, cargo, express and mail, including but not limited to the following categories
of flights: revenue, training, test, inspection, emergency, charter and sightseeing. 
3.2.2   The hiring and training of personnel in the employ of or to be employed
by Airline, and the training of Airline's contractors. 
3.2.3   The use alone or in conjunction with other Air Carriers, for any and all
purposes in connection with or incidental to the operation of an air transportation business,
including the handling of reservations, the handling, ticketing and billing of passengers, and the
operation of passenger clubs and lounge rooms, and, to the extent permitted by law, the serving
of food and beverages in such passenger clubs and lounge rooms. 
3.2.4   The installation and operation, at Airline's expense, of identification signs
advertising the business of Airline, which shall be substantially uniform in size, type and location
with those of other Air Carriers, the number, type, size, design and location of which shall be
consistent with Port standards and subject to the approval of the Port, which shall not be
unreasonably withheld or delayed. 
3.3     Gates.
Subject to Article 4 (Assignment and Use of Gates), the use of Gates by Airline shall be
limited to: 

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3.3.1   The ticketing, boarding, unboarding and billing of passengers, the use of
the passenger holding areas as waiting areas for such passengers and the use of the Gate Ramp
while the Gate is used by Airline. 
3.3.2   Operational staging of equipment for fueling, servicing, loading, or
unloading and line maintenance of aircraft that can be completed during the time period
associated with a Scheduled Operation, provided, however, that: 
(a)      Nothing in this subsection shall be implied or construed to grant to
Airline the right to store or park equipment on the Gate Ramp (other than as required for the
regular servicing of aircraft at Gates); and 
(b)     In addition to the line maintenance permitted under subsection
3.3.2 above, at the Port's sole discretion and so long as it does not interfere with another Air
Carrier's Scheduled Operations, the Port may permit Airline to perform emergency line
maintenance of aircraft on the Gate Ramp. 
3.4     Airfield Area.
The use of the Airfield Area and related facilities by Airline shall be limited to the
following activities: 
3.4.1   The servicing by Airline or others of Airline's aircraft, including Airline's
servicing of its code-share partners and affiliates, and other equipment by truck or otherwise,
with gasoline, fuel, or other propellants, de-icing or other supplies including food and beverages
required by Airline. 
3.4.2   The landing, taking off, flying, taxiing, towing, parking, loading or
unloading of Airline's aircraft or the aircraft of any other Air Carrier. 
3.4.3   The loading and unloading of any property, cargo, mail, and carriage of
employees, in properly designated facilities, by such motor vehicles or other manner of
conveyance as Airline may require in the operation of an air transportation business. 
3.4.4   The installation, maintenance and operation by Airline of aircraft airconditioning
equipment, auxiliary power, start-up and miscellaneous support equipment
reasonably necessary for Airline's operations and not otherwise provided by the Port.  Any such
equipment not reasonably required shall be promptly removed by Airline. 
ARTICLE 4 
ASSIGNMENT AND USE OF GATES 
4.1     No Exclusive Use Gates.
All gates within the Terminal will be for either Common Use or Preferential Use in
accordance with the terms of this Article. Airline's use of all Gates shall at all times be subject
to the Port's Gate Use, Assignment and Scheduling Procedure, which may be amended from

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time to time after consultation with the Signatory Airlines. A copy of the Port's current Gate
Use, Assignment and Scheduling Procedures is attached as Exhibit D to this Agreement.
4.2     Definitions.
For the purposes of this Article 4, the following terms shall have the following meanings: 
4.2.1   "Period of Use" for a Scheduled Operation means: 
(a)       For arrivals of aircraft the Period of Use shall commence thirty
(30) minutes prior to a scheduled arrival. The Period of Use shall terminate sixty (60) minutes
after scheduled arrival or upon the completion of the deboarding process, whichever is the earlier
to occur. 
(b)       For departures of aircraft the Period of Use shall commence sixty
(60) minutes prior to a scheduled domestic departure and ninety (90) minutes prior to a
scheduled international departure. The Period of Use for such an originating flight shall
terminate upon the actual departure of the aircraft from the Gate or thirty (30) minutes after
scheduled departure time, whichever is the earliest to occur. The departure time shall be
extended if the originating aircraft is being boarded and actively prepared for departure. In such
instances, the extension shall extend only to the completion of the active boarding process. 
There shall be no Period of Use for which Airline has a scheduling preference under this
Article 4 with respect to any operation of Airline that occurs at the Airport pursuant to a
published schedule that is not made available to the Port by Airline within the time limits
required for a Scheduled Operation. 
4.2.2   "Preferential Use" of a Gate means scheduling preference, over similar
operations by another Scheduled Airline, given to a Signatory Airline for the use of a Gate
during applicable Periods of Use for its Scheduled Operations. 
4.2.3   "Requesting Airline" means a Scheduled Airline without adequate Gate
access desirous of operating from the Airport. 
4.2.4   "Scheduled Seats" means the average daily number of outbound seats on
an Air Carrier's Scheduled Operations for the month of August of each year which is computed
by dividing total outbound seats on an Air Carrier's Scheduled Operations for the month of
August by thirty-one (31). 
4.3     Annual Determination by the Port of the Total Number of Common Use
Gates.
Airline acknowledges that as of the Effective Date, the Port has made the annual
determination of the number of Common Use Gates for Fiscal Year 2013 listed on attached
Exhibit E, and has provided Airline with notice of such determination. Effective January 1st 
2014 and January 1st of each Fiscal Year thereafter during the Term, the Director shall have sole
discretion to determine the total number of Gates to be reserved for use as Common Use Gates
during that year (after taking into consideration any recommendations by the Common Use

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Facilities Advisory Committee). All remaining Gates available for use on January 1st of each
Fiscal Year will be offered by the Port to Signatory Airlines for use as Preferential Use Gates to
be allocated in accordance with Section 4.4. (Any Gate first becoming available for use after
January 1st of each Fiscal Year shall be reserved for use as a Common Use Gate for the
remainder of that Fiscal Year unless the Port and the Signatory Airlines agree otherwise.) The
Port shall notify in writing all Signatory Airlines, including Airline, of its determination under
this Section 4.3 no fewer than ninety (90) days before January 1st 2014 and January 1st of each
Fiscal Year thereafter during the Term.
4.4     Annual Determination of the Number and Locations of Preferential Use
Gates to be Offered to Airline. 
Airline acknowledges that as of the Effective Date, the Port has made the annual
determination of the number and locations of Preferential Use Gates for Fiscal Year 2013 and
has provided Airline with notice of such determination and Gate assignment, and Airline has
accepted assignment of the Preferential Use Gates listed on attached Exhibits C and E.
Effective on January 1, 2014 and January 1st of each Fiscal Year thereafter, the Port shall apply
the following methodology to determine the total number of Gates that will be offered to each
Signatory Airline, including Airline, for its Preferential Use during the following Fiscal Year:
4.4.1   The Port shall first divide the number of Scheduled Seats for Airline by
the total number of Scheduled Seats for all Signatory Airlines to determine Airline's percentage
share of all Scheduled Seats. 
4.4.2   The Port shall then calculate the number of Preferential Use Gates to be
offered to Airline by multiplying Airline's percentage share of all Scheduled Seats for all
Signatory Airlines by the total number of Gates to be made available for Preferential Use, and
rounding the product to the nearest whole number; provided, however, that a product less than
0.5 shall not be eligible for rounding under this subsection. 
4.4.3   If as a result of rounding the total number of Preferential Use Gates to be
offered to all Signatory Airlines as computed in subsection 4.4.2 is less than the total number of
Gates available for Preferential Use as determined under Section 4.3, the Port shall offer
additional Preferential Use Gates to Signatory Airlines based on the unrounded results of the
computations under subsection 4.4.2. The unallocated Preferential Use Gates shall be offered in
priority order by first increasing by one (1) the number of Preferential Use Gates to be offered to
the Signatory Airline whose unrounded subsection 4.4.2 product is nearest to 0.5 without
equaling or exceeding 0.5 and next proceeding to increase by one (1) the number of Preferential
Use Gates to be offered to the Signatory Airline whose unrounded subsection 4.4.2 product is
second nearest to 0.5 without equaling or exceeding 0.5 and so on until the total number of
Preferential Use Gates to be made available to all Signatory Airlines by the Port is reached. 
4.4.4   If as a result of rounding the total number of Preferential Use Gates to be
offered to all Signatory Airlines as computed in subsection 4.4.2 exceeds the total number of
Gates available for Preferential Use as determined under Section 4.3, the Port shall reduce the
number of calculated Preferential Use Gates to be offered to Signatory Airlines based on the
unrounded results of the computations under subsection 4.4.2. The number of over-allocated

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Preferential Use Gates shall be reduced in priority order by first reducing by one (1) the number
of allocated Preferential Use Gates to the Signatory Airline whose unrounded subsection 4.4.2 
product is nearest to 0.5 without being less than 0.5 and next proceeding to reduce by one (1) the
number of Preferential Use Gates to be offered to the Signatory Airline whose unrounded
subsection 4.4.2 product is second nearest 0.5 without being less than 0.5 and so on until the total
number of Preferential Use Gates to be made available to all Signatory Airlines by the Port is
reached. 
4.4.5   If any Signatory Airline does not accept assignment of a Preferential Use
Gate such Preferential Use Gate shall be designated as a Common Use Gate unless within the
thirty (30) day acceptance period prescribed by this Section 4.4 the following two conditions are
met: (i) another Signatory Airline has a written handling agreement, approved by the Port, with
the Signatory Airline rejecting the Preferential Use Gate, and (ii) that other Signatory Airline
demonstrates to the Port's satisfaction that it needs the rejected Preferential Use Gate reasonably
to accommodate the rejecting Signatory Airline's flights, in which case the Gate shall be
assigned to that other Signatory Airline as a Preferential Use Gate. 
4.4.6   If subsection 4.4.5 is not triggered, or either of the conditions therein is not
met, then the Port may elect to reassign a Preferential Use Gate not accepted by a Signatory
Airline to another Signatory Airline if the Port determines the number of Common Use Gates
determined in Section 4.3 is adequate to accommodate all Air Carrier operations needing to use
Gates at the Airport. The Port will reallocate such Gates to Signatory Airlines requesting
additional Preferential Use Gates in accordance with subsection 4.4.9. In the event the Port does
not have sufficient Common Use Gates available for reassignment to all requesting Signatory
Airlines, the Port will reassign the available Common Use Gates using the methodology
described in subsection 4.4.3. Any Gate rejected for assignment as a Preferential Use Gate and
not subsequently assigned to another Signatory Airline pursuant to this subsection will become a
Common Use Gate.
4.4.7   If a Preferential Use Gate is designated as a Common Use Gate by
operation of subsection 4.4.5 and is not reassigned to a Signatory Carrier for Preferential Use
under subsection 4.4.6, the costs that would otherwise have been assigned to such Gate for ratesetting
purposes under subsection 8.3.2 shall be evenly redistributed among all of the other
rented space; provided, however, that any Common Use Gate charges paid to the Port for use of
such Gate shall be credited against such redistributed costs. 
4.4.8   The Port shall in its sole discretion determine the locations of any
Preferential Use Gates to be offered and assigned to Airline, after taking into consideration the
desirability of assigning contiguous Gates for Preferential Use by any given Signatory Airline
and minimizing the frequency of changes in the locations of Preferential Use Gates, as well as
any recommendations by the Common Use Facilities Advisory Committee (defined in Section
4.8 below). 
4.4.9   No later than September 15th of each Fiscal Year during the Term, the Port
shall provide written notice to all Signatory Airlines, including Airline, of its annual
determination under this Section 4.4, and shall offer Airline the opportunity to be assigned the
number of Preferential Use Gates indicated by these calculations. Airline shall provide written

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notice to the Port no later than thirty (30) days after September 15th of each Fiscal Year during
the Term, (i) if it wishes to reject any or all of that number of Gates offered by the Port for
Preferential Use or (ii) if it wishes to have additional Preferential Use Gates assigned to it that
may become available in accordance with subsection 4.4.6. Airline may not reject 'a Gate
offered to it under this Section 4.4.9 unless it is adjacent to either a Common Use Gate or a
Preferential Use Gate assigned to an Air Carrier other than Airline. Exhibit E attached to this
Agreement displays the assignments (if any) of Preferential Use Gates to each Signatory Airline 
effective January 1, 2013, including Airline. The Port shall update Exhibit E by January 1, 2014
and January 1st of each Fiscal Year thereafter, to display the assignments of Preferential Use
Gates, and the locations of Common Use Gates, effective January 1, 2014 and January 1st of each
Fiscal Year thereafter. 
4.4.10 If the numbers or locations of Preferential Use Gates offered to Airline are
changed during the term of this Agreement, Airline may, upon thirty (30) days written notice to
the Port, terminate its rights to those portions of the Exclusive Premises that are no longer
proximate to the Preferential Use Gates offered to Airline. Upon Airline's request, the Port shall
use reasonable efforts to provide Airline with substitute Exclusive Premises more proximate to
newly assigned Preferential Gates assigned to Airline, for the remaining Term. The Port shall
issue a revised Premises Notice to Airline documenting the deletion or substitution of any
Exclusive Premises under this Section. The reasonable costs of relocating the Preferential Use
Gates assigned to Airline or any Signatory Airline, plus the reasonable costs of Airline's or each
Signatory Airline's tenant improvements at the substitute Exclusive Premises when constructed
with the Port's consent under subsection 12.3.1 of this Agreement, shall be paid by the Port and
included in the Terminal Revenue Requirement calculated under subsection 8.3.1 of this
Agreement. 
4.5     Port Scheduling Rights at Preferential Use Gates. 
4.5.1   The Port shall have the right, upon reasonable notice to Airline, to
schedule at a Preferential Use Gate arrivals and departures by a Requesting Airline at all periods
of time other than Airline's Periods of Use of that Preferential Use Gate. In accommodating the
Port in its right to schedule such operations, Airline shall allow and provide for use of its
facilities or equipment (not including ground service equipment) at the Preferential Use Gate, or
permit use of Port equipment and podiums, as may be required for the efficient use of the
Preferential Use Gate by a Requesting Airline. 
4.5.2   The Port shall have the right, upon reasonable notice to Airline, when no
International Gate is available to schedule at Airline's Preferential Use International Gate
arrivals by a Requesting Airline that require use of an International Gate even if it would
displace Airline's Scheduled Operation that does not require use of such International Gate for
arrival. In accommodating the Port in its right to schedule such operations, Airline shall allow
and provide for use of its facilities or equipment (not including ground service equipment) at the
Preferential Use International Gate, or permit use of Port equipment and podiums, as may be
required for the efficient use of the Preferential Use International Gate by a Requesting Airline,
subject to Section 4.6. 

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4.5.3   In the event that the Port cannot accommodate a Requesting Carrier at a
Common Use Gate due to aircraft size and the Gate Ramp for a Scheduled Operation at a
Preferential Use Gate can accommodate an aircraft larger than that used in the Scheduled
Operation, the Port shall have the right, upon reasonable notice to Airline, to schedule at a
Preferential Use Gate arrivals and departures by a Requesting Airline with a large size aircraft 
even if it would displace another Scheduled Operation. In accommodating the Port in its right to
schedule such operations, Airline shall allow and provide for use of its facilities or equipment
(not including ground service equipment) at the Preferential Use Gate, or permit use of Port
equipment and podiums, as may be required for the efficient use of the Preferential Use Gate by
a Requesting Airline, subject to Section 4.6.
4.5.4   The Port shall, consistent with the priorities set forth in Exhibit D, attempt
to accommodate Requesting Airlines at Common Use Gates before scheduling Requesting
Airline arrivals and departures at any Preferential Use Gates. 
4.5.5   If, in the exercise of its rights under subsection 4.5.2 and 4.5.3, the Port is
unable to accommodate Airline's displaced Scheduled Operation at one of Airline's Preferential
Use Gates, the Port shall accommodate Airline's displaced Scheduled Operation at a Common
Use Gate without levying the Common Use Gate charge required under subsection 8.5.3. The
Port shall consider Airline's preference for a specific Common Use Gate prior to accommodating
Airline's displaced Scheduled Operation under this subsection 4.5.5. 
4.5.6   Notwithstanding the foregoing and any other provision of this Article 4,
the Port shall have the right, upon reasonable notice to Airline, to schedule at a Preferential Use
Gate arrivals and departures by a Requesting Airline during Airline's Periods of Use of that
Preferential Use Gate, if Airline is not utilizing that Preferential Gate during the Period of Use
for a Scheduled Operation. 
4.6     Charges for Use of Gate by Another Carrier.
Any Requesting Airline that is accommodated at any of Airline's Preferential Use Gates
shall be required to pay Airline the same charges for use of the Gate that it would have been
required to pay the Port for use of a Common Use Gate plus a fifteen percent (15%)
administrative fee, and Airline may not demand any additional payments from the Requesting
Airline on account of its use of the Gate. Airline may, however, require as a condition of
accommodation that the Requesting Airline provide (a) indemnification reasonably satisfactory
to Airline; provided, however, that Airline may not require indemnification that is broader than
the indemnification Airline has given to the Port under Article 14 of this Agreement, (b) proof of
insurance of the types and with the limits of coverage required to be carried by Airline under
Article 14 of this Agreement and (c) a deposit securing payment of the charges to Airline;
provided, however, that Airline may not require a security deposit that is greater than the security
deposit, if any, Airline has given to the Port under Article 19 of this Agreement. 
4.7     Port's Control of Common Use Gates.
The Port shall retain exclusive control of the use of all Common Use Gates.

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4.8     Common Use Facilities Advisory Committee.
The Port shall establish a Common Use Facilities Advisory Committee ("Committee"),
composed of representatives designated by the Port and representatives of the Signatory Airlines
designated by the AAAC. The Committee shall review and make recommendations to the Port
about the numbers of Gates to be reserved for use as Common Use Gates during any Fiscal Year
and about the locations within the Terminal of Common Use Gates and Preferential Use Gates.
The Committee shall consider both the operational efficiency (from the perspectives of the Port,
the Signatory Airlines and any Non-Signatory Airlines) and the customer service implications of
its recommendations. The Committee's recommendations about the numbers of Gates to be
reserved for use as Common Use Gates shall take into account the expected average number of
Scheduled Seats to be accommodated by all Gates at the Airport during the coming year. The
final numbers and locations of all Common Use and Preferential Use Gates, however, shall be
determined by the Director's sole discretion, after taking account of the recommendations, if any,
of the Committee. 
4.9     Port Passenger Processing Equipment.
The Port reserves the right to install Port Passenger Processing Equipment at all Common
Use and Preferential Use Gates, provided, however, that the Port will not install Port Passenger
Processing Equipment at any of Airline's Preferential Use Gates unless the Port reasonably
expects Air Carriers other than Airline to have Scheduled Operations at Airline's Preferential
Use Gates. The Port shall maintain Passenger Processing Equipment the Port installs under this
Section 4.9 consistent with standards published by the Port in its Airport Rules and Regulations. 
ARTICLE 5 
ASSIGNMENT AND USE OF OTHER TERMINAL FACILITIES 
5.1     General.
The Port and Airline agree that facilities within the Terminal are limited and that the
availability and use of certain facilities in the Terminal during the Term is expected to change.
5.2     One-time Reallocation of Premises (Other Than Gates).
5.2.1   In addition to all of its other rights under this Agreement, the Port may
once during the Term, at a time determined at the Port's sole discretion, reallocate certain
Terminal space, including Preferential Use Premises, among the Signatory Airlines and may
change the designation of certain premises within the Terminal as exclusive, preferential or
common use to accommodate the reallocation. Airline acknowledges that such reallocations will
be completed in phases and may result in a change in the Premises made available by the Port for
use by Airline. The Port will develop a reallocation plan after consulting with the Signatory
Airlines. The reallocation plan shall take into account the following factors, among others: 
(a)      Each Signatory Airline's historical, current and reasonably
projected frequency of operations; 

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(b)     Each Signatory Airline's historical, current and reasonably
projected number of enplaning and deplaning passengers; 
(c)      Each Signatory Airline's use and occupancy of Common Use and
Preferential Use Gates; 
(d)     Each Signatory Airline's use and occupancy of facilities, other
than Gates, within the Terminal; 
(e)      The need to correct an imbalanced use of Terminal facilities or to
reduce congestion in the Terminal or at the curbside; and 
(f)      The need to accommodate Non-Signatory Airlines. 
5.2.2   The Port shall give Airline, and all other Signatory Airlines, not less than
one hundred and twenty (120) days written notice of its proposed reallocation plan before any of
the reallocations take effect under this Section 5.2. Airline may, within thirty (30) days of
receiving such written notice submit to the Port in writing any objections it may have to the
Port's proposed reallocation plan. The Port shall take into account any objections to the
proposed reallocations submitted by the Signatory Airlines, including Airline, before making its
final decision with respect to reallocations. The Port shall give Airline, and all other Signatory
Airlines, written notice of its final decision on Terminal space reallocations to be made under
this Section 5.2, including notice of any resulting increase in Airline's exclusive or preferential
space, not less than sixty (60) days before any of the reallocations take effect ("Final Notice
Period"). The Port shall also give Airline not less than sixty (60) days written notice before any
reallocations affecting Terminal premises used by Airline are due to take effect. Unless Airline
objects in writing during the initial thirty (30) days of the Final Notice Period, the Port may 
reallocate Terminal space under this Section 5.2 in such a way that Airline is subject to an
increase in the amount of space that is assigned for Airline's exclusive or preferential use. 
5.2.3   In implementing such reallocations, the Port shall attempt to minimize
disruptions to the Airline's operations and to preserve the operational integrity of the Premises
made available for use by Airline during and after such reallocations. 
5.2.4   The reasonable costs of relocating each Signatory Airline's furniture,
equipment and signage in connection with the reallocation of premises among the Signatory
Airlines under this Section 5.2, plus the reasonable costs of each Signatory Airline's tenant
improvements to the relocated premises when constructed with the Port's consent under
subsection 12.3.1 of this Agreement, shall be paid by the Port and included in the Terminal
Building Requirement calculated under subsection 8.3.1 of this Agreement. Notwithstanding the
foregoing, the Port shall not reimburse Airline under this subsection 5.2.4 for any costs
associated with Airline's unamortized improvements at those Premises occupied by Airline prior
to reallocation under Section 5.2. 
5.2.5   The Port shall revise the Premises Notice issued to Airline under
subsection 2.3.1 of this Agreement to reflect any reallocations of Terminal space made available

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by the Port for use by Airline and shall issue such a revised Premises Notice to Airline when any
such reallocations take effect. 
5.3     Priorities for Accommodation.
If the Port receives a request for access to space in the Terminal (other than Gates, which
are subject to the provisions of Article 4 of this Agreement) from any Air Carrier seeking to
commence or expand Scheduled Operations at the Airport ("Requesting Airline"), the Port shall,
whenever possible, accommodate such a request by providing access to existing common use
space under the Port's control. If such common use space is unavailable or inadequate to meet
the reasonable requirements of the Requesting Airline, as determined by the Port, the Port shall
encourage Signatory Airlines voluntarily to accommodate the Requesting Airline, by subletting
or otherwise making available for use by the Requesting Airline space within the Terminal that is
subject to their exclusive or preferential use. The Port will notify the Chair of the AAAC in
writing when the Port has determined that a Requesting Airline cannot be accommodated in
common use space, and the Signatory Airlines will have fifteen (15) calendar days from the
receipt of such notice by the Chair of the AAAC to voluntarily agree to accommodate the
Requesting Airline. Any such agreements to accommodate a Requesting Airline must be in
writing and are subject to approval by the Port under Article 18 of this Agreement. If a
Requesting Airline is unable to meet its reasonable requirements, as determined by the Port, by
using common use space made available by the Port or by using space voluntarily made
available by Signatory Airlines, the Port shall have the right, upon fifteen (15) calendar days
notice to Airline, to require Airline to accommodate the Requesting Airline in space designated
by the Port by allowing the Requesting Airline to use Airline's Preferential Use Premises,
subject to Section 5.4, below; provided, however, that if the Requesting Airline is a Signatory
Airline, the Requesting Airline must show, to the Port's satisfaction, that it cannot reasonably
accommodate its own expanded service within the Terminal space already subject to its
exclusive or preferential use. If the Port is unable to meet the reasonable requirements of the
Requesting Airline, as determined by the Port, after requiring the Signatory Airlines, including
Airline, to accommodate the Requesting Airline in their preferential use space, the Port shall
consider whether the reasonable requirements of the Requesting Airline could be met in a
reasonable, cost-effective way by constructing temporary or permanent new facilities. Only if all
of these measures are inadequate to meet the reasonable requirements of the Requesting Airline,
as determined by the Port, may the Port exercise its right to consolidate Airline's operations
under Section 5.6, below.
5.4     Accommodation in Preferential Use Premises. 
The Port may not require Airline to accommodate a Requesting Airline in space that is
subject to Airline's preferential use if such accommodation would require Airline to reschedule a
scheduled arrival or departure during Airline's Periods of Use as defined in Article 4 of this
Agreement. Airline shall, consistent with its rights to preferential use, accommodate such
Requesting Airline as directed by the Port by providing access to and use of its Preferential Use
Premises; Airline may, however, require as a condition of accommodation that the Requesting
Airline provide (a) indemnification reasonably satisfactory to Airline (although Airline may not
require indemnification that is broader than the indemnification Airline has given to the Port

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under Article 14 of this Agreement) and (b) proof of insurance of the types and with the limits of
coverage required to be carried by Airline under Article 14 of this Agreement.
5.5     Charges for Use of Facilities by Another Carrier.
Any Requesting Airline that is accommodated at any facilities (other than Gates) used by
Airline on an exclusive or preferential use basis shall, in the absence of an agreement with
Airline, be required (a) to pay Airline the same charges for use of the space that it would have
been required to pay the Port for use of such a facility on a common use basis, (b) to reimburse
Airline for any additional Port charges Airline incurs as a result of its accommodation of the
Requesting Airline and (c) a fifteen percent (15%) administrative fee. Airline shall not demand
any additional payments from the Requesting Airline on account of its use of such a facility. 
5.6     Consolidation of Operations.
5.6.1   If the Port is unable otherwise to meet the reasonable requirements of a
Requesting Airline in accordance with the priorities established in Section 5.3, above, and the
Port determines that Airline is under-utilizing its Preferential Use Premises (other than Gates),
the Port may, upon not less than thirty (30) days written notice to Airline, require Airline to
vacate its under-utilized Preferential Use Premises and consolidate its operations in its remaining
Preferential Use Premises. The Port's determination of Airline's utilization of Preferential Use
Premises (other than Gates) shall be made in the Port's sole discretion and may take into
account, among other things, the factors listed in subsection 5.2.1, above. Airline may request
the Port to reconsider its determination of under-utilization within fifteen (15) calendar days of
receipt of the Port's notice to consolidate and, if it does so, Airline shall provide reasonable
documentation of its need for the Premises that are the subject of the notice. If the Port, after
reconsidering its determination, elects to proceed with the consolidation, the Port shall give
Airline not less than fifteen (15) calendar days notice to vacate such Premises. The Port may
either assign the vacated premises to the Requesting Airline on a preferential use basis, if the
Requesting Airline is or becomes a Signatory Airline, or deem the vacated premises to be
available for common use subject to the Port's exclusive control.
5.6.2   The reasonable costs of relocating Airline's furniture, equipment and
signage in connection with the consolidation of Airline's operations, if required by the Port
under this subsection, plus the reasonable costs of Airline's tenant improvements that cannot be
relocated, when originally constructed with the Port's consent, shall be paid by the Port and
included in the Terminal Revenue Requirement calculated under subsection 8.3.1 of this
Agreement. 
5.6.3   The Port shall revise the Premises Notice issued to Airline under
subsection 2.3.1 of this Agreement to reflect any consolidation of Airline's operations required
by the Port under Section 5.6 and shall issue such a revised Premises Notice to Airline when any
such consolidation takes effect. 


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ARTICLE 6 
CAPITAL IMPROVEMENTS 
6.1     Previously Approved Capital Improvement Projects.
Airline previously approved each of the Capital Improvement projects listed on Exhibit
F attached to this Agreement ("Approved Projects"). The Port may proceed with any and all
Approved Projects without further review by the Majority-in-Interest. 
6.1.1   Notice of Increased Approved Project Costs. If by the time the Port elects
to proceed with construction of an Approved Project, the Port's then-current estimate (calculated
on a consistent basis) of the Approved Project's capital costs that will be added to the Airline
Rate Bases exceeds in constant dollars one hundred and ten percent (110%) of the Approved
Project's capital costs to be added to the Airline Rate Bases estimated at the time of Airline
approval, and the increase did not result from an event set forth in subsection 6.5.1 below, the
Port shall provide written notice to all Signatory Airlines, including Airline, of the increase in the
Approved Project's estimated rate base impact, shall provide a written explanation or
justification for the increase and shall give the Majority-in-Interest, including Airline, an
opportunity to review the Approved Project increase in accordance with subsection 6.1.2 below.
6.1.2   Majority-In-Interest Review. The Majority-in-Interest shall deliver to the
Port, within thirty (30) days of the Port's mailing or delivery of its notification under subsection
6.1.1, any written objections it may have against proceeding with the Approved Project. The
Port shall not proceed with any previously Approved Project which has been objected to by a
Majority-in-Interest under this subsection 6.1.2 for a period of one hundred and eighty (180)
days from the Port's mailing or delivery of its notification of the increase in cost, to allow the
Majority-in-Interest to develop and present to the Port the basis of its objections to the
completion of the Approved Project. At the conclusion of that one hundred and eighty (180) day
period, the Port may proceed with the previously Approved Project, notwithstanding the increase
in its costs and any objections by the Majority-in-Interest. 
6.1.3   Capital Project Procedures.
(a)      The Port will provide to the Signatory Airlines the following
reports: (1) not less than twice each Fiscal Year at an AAAC meeting, a Status Report of the
Approved Capital Improvement Projects that are listed in Exhibit F to this Agreement as SLOA
II Projects or as Projects Approved in 2013 or that are approved pursuant to Section 6.2 below,
containing updated information concerning the scope, schedule and budget status of those
Approved Capital Improvement Projects; and (2) once each Fiscal Year at an AAAC meeting
occurring in the fourth quarter, a 5-year CIP Outlook providing preliminary information
regarding potential upcoming capital projects. 
(b)     The Port will use its best efforts to obtain and to use federal funds
for eligible Approved Capital Improvement Projects. 

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6.1.4   List of Approved Projects. The Port shall maintain a list of Capital
Improvement projects and provide it to Airline upon Airline's request, including the projects
listed on Exhibit F that have been approved by the Majority-in-Interest or that have been subject
to review by the Signatory Airlines under subsection 6.2. This list shall be the basis for cost
reporting to the Airlines as prescribed in the Capital Project Procedures. 
6.2     New Project Approval. 
6.2.1   New Project Approval. Each New Project meeting the Majority-in-
Interest Threshold shall be subject to the procedures set forth in this subsection 6.2.1 
(a)      Subject to 6.1.3, the Port shall, during the Term, develop any New
Projects using the Capital Project Procedures. 
(b)     The Port shall provide written notice to all Signatory Airlines,
including Airline, of any proposed New Project subject to this subsection 6.2.1 and shall give the
Majority-in-Interest, including Airline, an opportunity to determine whether or not to object to
the proposed New Project. The Port's notification shall include (i) a description of the New
Project; (ii) drawings showing its location, to the extent available; (iii) estimates of its total
capital cost; (iv) estimates of its O&M costs; (v) an explanation of the benefits it will provide;
(vi) a schedule for its implementation; (vii) a summary of how the New Project will be funded;
(viii) an estimate of the impact the New Project will have on the Terminal Rents and Landing
Fees to be paid by Signatory Airlines; and (ix) a summary of the status of the New Project
Budget. The Majority-in-Interest shall deliver to the Port, within thirty (30) days of the Port's
mailing or delivery of its notification of the proposed New Project, written notice of any
objections it wishes to lodge against the proposed New Project. 
(c)      The Port shall not proceed with construction of any New Project
which has been objected to by a Majority-in-Interest for a period of twelve (12) months after the 
date of the Port's mailing or delivery (if hand delivered) of its notification of the proposed New
Project, to allow the Majority-in-Interest to develop and present to the Port the basis of its
objections to the proposed New Project. At the conclusion of that twelve (12) month period, the
Port may proceed with the proposed New Project notwithstanding any objections by the
Majority-in-Interest, provided, however, that at the time the Port elects to proceed with
construction of the New Project, the Port's then-current estimate (calculated on a consistent
basis) of the New Project's total budget does not exceed in constant dollars one hundred and ten
percent (110%) of the New Project's estimated total budget disclosed when the Port gave notice
under subsection 6.2.1 (b). If by the time the Port elects to proceed with construction of a New
Project that was subject to review by the Signatory Airlines under this subsection 6.2.1(c) the
Port's then-current estimate (calculated on a consistent basis) of the New Project's total budget
exceeds in constant dollars one hundred and ten percent (110%) of the New Project's estimated
total budget disclosed when notice was given, the provisions of subsections 6.2.1(a) and (b) shall
again apply and the Majority-in-Interest, including Airline, shall be given an opportunity to
provide written notice to the Port of any objections it wishes to lodge against completion of the
New Project; provided, however, that if the increase in estimated capital costs is attributable to
delays associated with review of the proposed project by the Signatory Airlines, the provisions of
subsections 6.2.1 (a) and (b) shall not apply again. 

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6.3     Project Management Reserve. 
6.3.1   The Port may increase the budgets of New Projects approved under
subsection 6.2.1 up to an aggregate additional One Hundred Fifty Million Dollars
($150,000,000) without further Majority-in-Interest review under Section 6.2.1 ("Management
Reserve").
6.3.2   The Port may transfer budget savings from Approved Projects and from
New Projects approved under Section 6.2.1 into the Management Reserve to be used in
accordance with subsection 6.3.1 on New Projects that have been previously approved under
Section 6.2.1. The Port shall document any such transfers using the same methods that are
customary for all budget transfers at the Port. 
6.4     Discretionary Projects. 
An amount not to exceed Thirty Million Dollars ($30,000,000) shall be for the
implementation of New Projects that meet the Majority-in-Interest Threshold ("Discretionary
Projects"). Discretionary Projects are exempt from Majority-in-Interest review under subsection
6.2.1. 
6.5     Capital Improvements Exempt from Majority-In-Interest Review. 
6.5.1   A Capital Improvement project that is not an Approved Project, meets the
Majority-in-Interest Threshold and meets any one of the criteria set forth below, shall be exempt
from Majority-in-Interest review ("Exempt Project"): 
(a)      the Capital Improvement is required by a Federal or State agency
of superior authority with jurisdiction over the Airport; 
(b)     the Capital Improvement is of an emergency nature, which, if not
made, would substantially impair the current operation of the Airport; 
(c)      the Capital Improvement is required in order to make available
additional terminal space or related facilities for the expansion of an Air Carrier or to make space
or facilities available in a terminal to accommodate a new entrant or expanding Air Carrier;
provided such Air Carrier enters into a binding commitment to lease the space so made available
for at least the remaining Term and on the same terms as provided for the lease of comparable
space under this Agreement, and provided, further, that existing space or facilities are not
otherwise available to accommodate the Air Carrier under Articles 2, 3, 4 and 5 of this
Agreement in a competitive, non-disruptive and otherwise satisfactory manner; 
(d)     the Capital Improvement is to repair or replace Airport property
damaged or destroyed by fire or other casualty; or 
(e)      the Capital Improvement is made to settle claims or lawsuits,
satisfy judgments or comply with judicial or administrative orders against the Port arising from
or relating to its design, construction, ownership, maintenance or use of the Airport.

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6.5.2   To the extent consistent with meeting Federal or State mandates or
responding to Airport emergencies, the Port shall notify all Signatory Airlines, including Airline,
in writing of any proposed Exempt Project under this Section 6.5, and shall provide Airline with
an opportunity to comment upon the proposed Exempt Project. 
6.6     Rate Recovery. 
The capital costs (including capitalized interest) of any Capital Improvement project
subject to this Article shall not be included in the Airline Rate Bases until its Date of Beneficial
Occupancy. 
ARTICLE 7 
AIRLINE REPRESENTATIONS AND WARRANTIES 
Airline represents and warrants to the Port that: 
7.1     Corporate Structure. Airline (a) is a corporation, partnership or limited liability
company duly organized or formed, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, and (b) has all requisite power and authority and
all requisite governmental licenses, authorizations, consents and approvals to execute, deliver
and perform its obligations under this Agreement. 
7.2     Duly Authorized. The execution, delivery and performance by Airline of this
Agreement has been duly authorized by all necessary corporate or other organizational action,
and do not and will not (a) contravene the terms of any of Airline's organization documents, or
(b) conflict with or result in any breach or contravention of any contractual obligation to which
Airline is a party, or any order, injunction, writ or decree of any governmental authority or any
arbitral award to which Airline or its property is subject. 
7.3     Approvals Unnecessary. Except as otherwise required pursuant to Section 7.5,
no approval, consent, exemption, authorization, or other action by, or notice to, or filing with,
any governmental authority or any other person is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, Airline of this Agreement. 
7.4     Duly Executed. This Agreement has been duly executed and delivered by
Airline. This Agreement constitutes a legal, valid and binding obligation of Airline, enforceable
against Airline in accordance with its terms. 
7.5     No Litigation. On the date it becomes a Signatory Airline, either (a) Airline is
not the subject of a case or proceeding described in subsection 20.1.4, or (b) if Airline is the
subject of a case or proceeding described in subsection 20.1.4, Airline has obtained entry in such
case or proceeding of a final order in form reasonably satisfactory to the Port as to which the
appeal period has expired authorizing Airline to execute, deliver and perform its obligations
under this Agreement. 


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ARTICLE 8 
CALCULATION OF RATES AND CHARGES.
8.1     Generally. 
The fees and rents to be charged by the Port and paid by Airline (and by all other
Signatory Airlines) for its use of the Airport from the Effective Date until the expiration or
earlier termination of this Agreement shall be calculated using the compensatory rate-setting
methods set forth in this Article 8. In calculating the revenue requirements used to derive each
of these kinds of rates and charges, the Port shall exclude any cost (net of the cost of collection)
that (a) has been reimbursed or covered by government grants or PFC's, (b) has been reimbursed
or covered by any insurance recovery, condemnation proceeds or other third-party payment, or
(c) has been reimbursed or is required to be reimbursed to the Port by an individual Airline in
connection with projects undertaken by the Port at the request and for the benefit of an individual
Airline. The Port may add to such revenue requirements any bad debt caused by the failure of
any Air Carrier to pay fees and rents charged by the Port under this Article 8, but only after the
Port has made commercially reasonable efforts to recover any such bad debt under a Security
Deposit required by this Agreement. Illustrative calculations displaying how rates and charges
will be calculated under the methodology set forth in this Article 8 are attached as Exhibits J, K
and L. 
8.1.1   Airline Consultations on Proposed Rates and Charges. No later than
November 1 of each year, the Managing Director shall provide each Airline then currently
operating scheduled passenger or cargo service at the Airport with a complete copy of the then
proposed rates and charges, calculated in accordance with this Article 8, for the succeeding
Fiscal Year. The Managing Director shall consult with the AAAC concerning the then proposed
rates and charges. No later than December 1 of each year, after giving due consideration to the
comments provided by the AAAC, the Managing Director shall make any revisions to the
proposed rates and charges as the Managing Director determines, in his or her sole discretion, to
be warranted as a result of consultation with the AAAC or otherwise, and shall provide written
notice to each Airline then currently operating scheduled passenger or cargo service at the
Airport of the new rates and charges to be effective on January 1 of the following calendar year.
A copy of the notice shall be posted on the Port's website. 
8.1.2   Airline Consultation on Fiscal Year 2013 Rates and Charges. Airline
acknowledges that the Port complied with the consultation requirements of Section 8.1.1 for
rates and charges for Fiscal Year 2013. 
8.2     Calculation of the Landing Fee. Each year the Port shall calculate the estimated
Landing Fee for the following Fiscal Year as follows: 
8.2.1   The Airfield Movement Area Requirement shall be computed as the total
of budgeted Capital Costs and O&M Expenses allocable to the Airfield Movement Area, less
budgeted Other Airfield Movement Area Revenue and less any Non-Signatory Premiums paid in
Landing Fees under Section 8.21, for the following Fiscal Year. For Fiscal Year 2013 only, the
otherwise-indicated Airfield Movement Area Requirement shall be reduced by $5,959,372. 

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8.2.2   The estimated Landing Fee shall then be calculated by dividing the
Airfield Movement Area Requirement by the estimated total Maximum Gross Landed Weight
("MGLW") for the following Fiscal Year. The Port may use the most recent available historical
MGLW or forecasts of MGLW that reflect reasonable Port management judgment in calculating
the estimated Landing Fee. The calculation of the Landing Fee shall exclude non-revenue
landings that are timely and accurately reported by Air Carriers in monthly Activity Reports
submitted under Section 8.20.2. 
8.3     Calculation of Terminal Rental Rates. Each year the Port shall calculate
estimated Terminal Rental Rates for the next Fiscal Year as follows: 
8.3.1   The Terminal Building Requirement shall be computed by multiplying 
(a) the total of the budgeted Capital Costs and O&M Expenses allocable to the Terminal for the
following Fiscal Year by (b) the ratio of Airline Rentable Space to total Rentable Space; less any
Non-Signatory Premiums paid in Terminal Rents under Section 8.21. The Terminal Building
Requirement shall not include Common Use Baggage System Costs, Passenger Loading Bridge
Costs, Airline Support Systems and Equipment Costs or Capital Costs and O&M Expenses
allocated to the FIS Facility, nor shall the Terminal Building Requirement include Non-Airline
Support Systems and Equipment Costs, if any. For Fiscal Year 2013 only, the otherwiseindicated
Terminal Building Requirement shall be reduced by $11,920,531. 
8.3.2   The Port will distribute the aggregate Terminal Building Requirement
calculated in accordance with subsection 8.3.1 into four cost assignment groups: Group A
(consisting of Gates); Group B (consisting of Ticket Counters, Baggage Claim, Baggage Make
up, Publicly-accessible Offices, Security Checkpoint Areas and VIP lounges); Group C
(consisting of Non-publicly-accessible Offices); and Group D (consisting of closed storage
space). The costs assigned to the rented space within each of these four groups shall bear the
following relativities to each other on a square foot basis:
Group A:     2.00 
Group B:      1.00 
Group C:      0.50 
Group D:     0.25 
For rate-setting purposes, the cost per square foot of space in each of these four groups will be
normalized so that the aggregate costs assigned to all four groups will equal the Terminal
Building Requirement.
8.3.3   The Port shall calculate the Baggage Make up Circulation Rate by
(a) multiplying Baggage Make up Circulation Space by the normalized cost per square foot of
Group B Space and then (b) dividing this product by the estimated total amount of Airline
Rented Space. 
8.3.4   The Port shall calculate estimated Terminal Rental Rates for each space
group as the sum of (a) the normalized cost per square foot of space in each such group, and
(b) the Baggage Make up Circulation Rate; provided, however, that Terminal Rental Rates for

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Preferential Use and Common Use Ticket Counters, Non-Publicly Accessible Office Space and
Closed Storage Space shall be calculated in accordance with Sections 8.9 through 8.12. 
8.4     Calculation of the FIS Fee. Each year the Port shall calculate the estimated FIS
Rate for the next Fiscal Year as follows: 
8.4.1   The estimated FIS Requirement shall be computed as the sum of (a) the
total of the budgeted Capital Costs and O&M Expenses allocable to the FIS Facility; (b) the total
of the budgeted Capital Costs and O&M Expenses allocable to the Common Use Baggage Claim
Area serving the FIS Facility; and (c) the Capital Costs and O&M Expenses of the Baggage 
Make up System and Common Use Baggage Claim System allocable to the FIS Facility; less (d)
any estimated revenue from the rental of space in the FIS Facility to governmental agencies, for
the following Fiscal Year. 
8.4.2   The estimated FIS Fee shall be calculated by dividing the FIS
Requirement by the estimated total number of Deplaned International Passengers for the
following Fiscal Year. The Port may use the most recent available historical number of
Deplaned International Passengers or forecasts that reflect reasonable Port management
judgment in calculating the estimated FIS Fee. 
8.4.3   If, during the Term, the Port constructs a new FIS Facility, the Capital
Costs and O&M Expenses of such new FIS Facility shall be recovered through the FIS Fee and
the FIS Facility shall continue to be treated as a separate cost center. During the Term, there will
only be a single FIS cost center. 
8.4.4   At any time, the Port may use non-aeronautical revenues to offset the FIS
Requirement and reduce the FIS Fee. 
8.5     Calculation of Gate Rates and Fees. Each year the Port shall calculate the 
estimated Preferential Use Gate Rate and Common Use Gate Turn Fee as follows: 
8.5.1   Calculation of Average Gate Cost. Each year the Port shall calculate the 
estimated Average Gate Cost for the next Fiscal Year as follows: 
(a)      The estimated Total Gate Requirement shall be computed as the
sum of (a) the product of the estimated Terminal Rental Rate for Group A times the total square
footage of all Gate space; (b) the product of the estimated Terminal Rental Rate for Group B
times the total square footage of the Security Checkpoint Area; (c) the total of the Capital Costs
and O&M Expenses allocable to Airline Support Systems and Equipment other than Baggage
Systems and Passenger Loading Bridges; and (d) the Capital Costs and O&M Expenses allocable
to airline realignment projects, for the next Fiscal Year.
(b)     The Average Gate Cost shall then be calculated by dividing the
Total Gate Requirement by the number of Gates. 
8.5.2   Preferential Use Gate Rental Rate. The Port shall calculate the estimated
Preferential Use Gate Rental Rate for the next Fiscal Year as follows: 

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(a)      The estimated Preferential Use Gate Requirement shall be
computed by first multiplying the Average Gate Cost calculated in accordance with Section
8.5.1(b) by the number Preferential Use Gates and then adding the Unrecovered Common Use
Gate Requirement calculated in accordance with Section 8.5.4, below. 
(b)     The Preferential Use Gate Rental Rate shall be calculated by
dividing the Preferential Use Gate Requirement by the number of Preferential Use Gates. 
8.5.3   Common Use Gate Turn Fees. Each year the Port shall calculate
estimated Common Use Gate Turn Fees for the next Fiscal Year as follows: 
(a)      The estimated Common Use Gate Requirement shall be computed
by multiplying the number of Common Use Gates multiplied by the Average Gate Cost
calculated in accordance with Section 8.5.1(b).
(b)     For rate setting purposes only, the Port shall assume that each
Common Use Gate will have 4 Turns per day, 365 days per year. 
(c)      The Port will then calculate separate Common Use Gate Turn Fees
for use of Common Use Gates by the three different classes of aircraft: Class 1 (Wide Body
[dual-aisle aircraft]); Class 2 (Narrow Body [single-aisle aircraft, over 100 seats]); and Class 3
(Regional and Commuter [aircraft with 100 or fewer seats]) to levied on the basis of the total
number of turns made in each class of aircraft. The charges for use of Common Use Gates by
aircraft within each of these classes shall bear the following relativities to each other: 
Class 1: 2.00 
Class 2: 1.00 
Class 3: 0.50 
For rate-setting purposes, the charges per Turn for each of these three classes of aircraft will be
normalized so that expected aggregate Common Use charges, assuming 4 Turns per day, equal
the Common Use Gate Requirement. 
8.5.4   The Port shall estimate the Unrecovered Common Use Gate Requirement
by subtracting the estimated Common Use Gate Turn Fees to be paid for actual Turns on
Common Use Gates from the Common Use Gate Requirement. 
8.6     Calculation of Baggage Claim Rate. Each year the Port shall calculate the
estimated Baggage Claim Rate for the next Fiscal Year as follows: 
8.6.1   The estimated Baggage Claim Requirement shall be computed as the sum
of (a) the product of the estimated Terminal Rental Rate for Group B times the total square
footage of the Baggage Claim Area; and (b) the Capital Costs and O&M Expenses allocable to
the Common Use Baggage Claim System (excluding the Capital Costs and O&M Expenses of
the Common Use Baggage Claim System allocable to the FIS Facility). 


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8.6.2   Charges for the use of Baggage Claim Areas shall be calculated by
allocating ten percent (10%) of the Baggage Claim Requirement equally among all Signatory
Airlines with scheduled domestic service, and ninety percent (90%) of the Baggage Claim
Requirement shall be divided by the expected number of Deplaned Domestic Passengers arriving
during the Fiscal Year to determine the Baggage Claim charge per deplaned passenger.
8.7     Calculation of Baggage Make up System Space Rate and Fees. Each year the
Port shall calculate the estimated Preferential Baggage Make up System Space Rate and the
Common Use Baggage Make up System Space Fee for the next Fiscal Year as follows: 
8.7.1   Preferential Baggage Make up System Space Rent.  The Port shall 
calculate Airline's annual rent for the use of Preferential Baggage Make up System Space by
multiplying the square footage of such space assigned to the Airline by the Terminal Rental Rate
for Group B. 
8.7.2   Common Use Baggage Make up System Space Fee. The Port shall
calculate the estimated Common Use Baggage Make up System Space Fee as follows: 
(a)      The Common Use Baggage Make up System Space Requirement
shall be calculated by multiplying the total square footage of such space by the Terminal Rental 
Rate for Group B.
(b)     The Port shall calculate the Common Use Baggage Make up 
System Space Fee by dividing the Common Use Baggage Make up System Space Requirement
by the estimated number of Outbound Checked Bags processed on Common Use Baggage Make
up Systems. The Port may use the most recent available historical number of Outbound Checked
Bags or forecasts that reflect reasonable Port management judgment. 
8.8     Calculation of Baggage Make up System Fees. Each year the Port shall
calculate the Baggage Make up System Fees for the next Fiscal Year as follows: 
(a)      The estimated Baggage Make up System Requirement shall consist
of the Capital Costs and O&M Expenses allocable to the Baggage Make up System. 
(b)     Charges for the use of the Baggage Make up System shall be
calculated by allocating ten percent (10%) of the Baggage Make up System Requirement equally
among all Signatory Airlines and ninety percent (90%) of the Baggage Make up System 
Requirement shall be divided by the estimated annual number of Outbound Checked Bags
processed on Baggage Make up Systems during the Fiscal Year to determine the Baggage Make
up Equipment Rate.
8.9     Calculation of Preferential Use Ticket Counter Rental Rate. Each year the
Port shall calculate the estimated Preferential Use Ticket Counter Rental for the next Fiscal Year
as follows: 
8.9.1   The Ticket Counter Requirement shall be computed by as the sum of (a)
the normalized cost per square foot for Group B space from Section 8.3.2 multiplied by the

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estimated total square footage of rentable Ticket Counter Space and (b) the Baggage Makeup
Circulation Rate from Section 8.3.3 multiplied by the estimated total square footage of rented
Ticket Counter Space. 
8.9.2   The Preferential Use Ticket Counter Rental Rate shall be calculated by
dividing the Ticket Counter Requirement by the estimated total square footage of rented Ticket
Counter Space.
8.10   Calculation of Common Use Ticket Counter Rate. Each year the Port shall
calculate the estimated Common Use Ticket Counter Rate for the next Fiscal Year as follows: 
8.10.1 The Common Use Ticket Counter Requirement shall be calculated by
multiplying the Preferential Use Ticket Counter Rental Rate computed in accordance with
Section 8.9.2 by the estimated total square footage of rented Common Use Ticket Counter Space.
8.10.2 The estimated Common Use Ticket Counter Rate shall then be calculated
by dividing the Common Use Ticket Counter Requirement by the estimated total annual number
of hours of use of Common Use Ticket Counters. The Port may use the most recent available
historical numbers of hours of use of Common Use Ticket Counters or forecasts that reflect 
reasonable Port management judgment in calculating the estimated Common Use Ticket Counter
Rate.' 
8.11   Calculation of Non-Publicly-Accessible Office Space Rental Rate. Each year
the Port shall calculate the estimated Non-Publicly-Accessible Office Space Rental Rate for the
next Fiscal Year as follows: 
8.11.1 The Non-Publicly-Accessible Office Requirement shall be computed as
the sum of (a) the normalized cost per square foot for Group C space from Section 8.3.2
multiplied by the estimated total square footage of rentable Non-Publicly Accessible Office
Space and (b) the Baggage Makeup Circulation Rate from Section 8.3.3 multiplied by the
estimated total square footage of rented Non-Publicly-Accessible Office Space. 
8.11.2 The Non-Publicly-Accessible Office Rental Rate shall be calculated by
dividing the Non-Publicly-Accessible Office Requirement by the estimated total square footage
of rented Non-Publicly-Accessible Office Space.
8.12   Calculation of Closed Storage Space Rental Rate. Each year the Port shall
calculate the estimated Closed Storage Space Rental Rate for the next Fiscal Year as follows: 
8.12.1 The Closed Storage Requirement shall be computed by as the sum of (a)
the normalized cost per square for Group D space from Section 8.3.2 multiplied by the estimated
total square footage of rentable Closed Storage Space and (b) the Baggage Makeup Circulation
Rate from Section 8.3.3 multiplied by the estimated total square footage of rented Closed Storage 
Space. 
8.12.2 The Closed Storage Rental Rate shall be calculated by dividing the Closed
Storage Requirement by the estimated total square footage of rented Closed Storage Space. 

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8.13   Rent for Publicly-Accessible Offices and VIP Lounges. The Rental Rate for
use of Publicly-Accessible Offices and VIP Lounges shall be the Terminal Rental Rate for Group
B space.
8.14   Calculation of Passenger Loading Bridge Fees.
8.14.1 Calculation of Average Passenger Loading Bridge Cost. Each year the
Port shall calculate the estimated Average Passenger Loading Bridge Cost for the following
Fiscal Year by dividing the sum of the budgeted Capital Costs and O&M Expenses allocable to
Port-owned Passenger Loading Bridges by the number of Port-owned Passenger Loading
Bridges. 
8.14.2 Preferential Passenger Loading Bridge Fee. The annual fee for the use of
any Port-owned Passenger Loading Bridge serving a Preferential Use Gate shall equal the
Average Passenger Loading Bridge Cost. 
8.14.3 Common Use Passenger Loading Bridge Rate. The Common Use
Passenger Loading Bridge Rate for the use of any Port-owned Passenger Loading Bridge serving
a Common Use Gate shall be calculated by multiplying the Average Annual Passenger Loading
Bridge Cost by the total number of Port-owned Passenger Loading Bridges serving Common
Use Gates and then dividing by the estimated total number of Turns on Common Use Gates with
Port-owned Passenger Loading Bridges. The Port may use the most recent available historical
numbers of Turns on such Gates or forecasts that reflect reasonable Port management judgment
in calculating the estimated Common Use Passenger Loading Bridge Rate. 
8.15   Calculation of the Ramp Tower Fee. 
8.15.1 Each year the Port shall calculate the estimated Ramp Tower Fee for the
next Fiscal Year by dividing the budgeted Capital Costs and O&M Expenses allocable to the
Ramp Tower by the estimated total number of Landings for the following Fiscal Year. The Port
may use the most recent available historical number of Landings or forecasts that reflect
reasonable Port management judgment in calculating the estimated Ramp Tower Fee. 
8.16   Calculation of the Passenger Airline Apron Fee. Each year the Port shall
calculate the estimated Passenger Airline Apron Fee for the next Fiscal Year as follows: 
8.16.1 The Airfield Apron Area Requirement shall be computed as the total
Capital Costs and O&M Expenses allocable to the Airfield Apron Area, less Ramp Tower
Revenues and RON Parking Revenues in the Airfield Apron Area. 
8.16.2 The estimated Passenger Airline Apron Fee shall then be calculated by
dividing the Airfield Apron Area Requirement by the estimated total MGLW for Passenger
Carriers for the following Fiscal Year. The Port may use the most recent available historical 
MGLW or forecasts of MGLW that reflect reasonable Port management judgment in calculating
the estimated Apron Fee. 


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8.17   Mid-year Adjustments. If it appears to the Port on the basis of information it is
able to accumulate during the course of any Fiscal Year that the budgeted Capital Costs or O&M
Expenses or projected levels of Airline activity it has used to calculate the rates and charges set
forth in this Article 8 are likely to vary significantly (higher or lower) from actual results, the
Port may make adjustments to such rates and charges at mid-year or at such other time during the
calendar year (a) as the need for such an adjustment becomes apparent to the Port or (b) the
variance between the budgeted Capital Costs or O&M Expenses or projected levels of Airline
activity and actual results is expected to be ten percent (10%) or more. The Port shall provide
the AAAC with at least thirty (30) days advance written notice ("Mid-Year Adjustment Notice")
of any adjustments to be made under this Section 8.17. The AAAC may, within fifteen (15) days
of receipt of the Mid-Year Adjustment Notice, request a meeting with the Port to review the
information that the Port used as the basis for an adjustment under this Section 8.17 and if the
AAAC does so, the Port shall meet with the AAAC within fifteen (15) days of the AAAC's
request. 
8.18   Annual Adjustments-to-Actual.
8.18.1 Within sixty (60) days after completion of the audit for the preceding
Fiscal Year, the Port shall recalculate the rates and charges as set forth in this Article 8 on the
basis of actual Capital Costs and O&M Expenses, Airline activity and other factors affecting the
prescribed calculations and shall determine the amount of any overpayment (credit) or
underpayment (debit) due to or from Airline. Any resulting credit will be issued to Airline, and
any resulting debit will be invoiced to and payable by Airline. 
8.18.2 For Fiscal Year 2013 only, Airline acknowledges that it was not possible
for the Port to calculate the rates and charges to be paid in accordance with this Article 8 before
August 1, 2013; that rates and charges calculated in accordance with this Article 8 shall be
effective retroactively as of January 1, 2013; that throughout much of 2013, Airline paid the Port
the rates and charges that had been in effect during Fiscal Year 2012 under SLOA II; for some
part of Fiscal Year 2013, Airline paid the Port the rates and charges imposed by the Port's Rate
Resolution; and that, as a result, it is likely that the adjustment-to-actual for Fiscal Year 2013
will yield a substantial debit to be invoiced to and payable by Airline. 
8.18.3 For Fiscal Year 2017, the final year of the Term, the Port shall make an
adjustment-to-actual in accordance with Section 8.18.1, and any resulting credit will be issued to
Airline and any resulting debits will be invoiced to payable by Airline notwithstanding the
termination of the Agreement on December 31, 2017. 
8.19   Revenue Sharing. 
For Fiscal Year 2013 and each subsequent Fiscal Year during the Term, the Port will
share revenue with all Signatory Airlines as follows. When making adjustments-to-actual under
Section 8.18 the Port will calculate the "Revenue Available for Sharing" by multiplying the
amount, if any, by which the Airport's Net Revenue exceeds 125% of its annual debt service by
fifty percent (50%). The Revenue Available for Sharing, if any, shall be distributed among all
Air Carriers that were Signatory Airlines during the preceding Fiscal Year. Each such Signatory
Airline's share of the Revenue Available for Sharing for that year shall be calculated by dividing

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such Signatory Airline's actual payments to the Port of rates and charges under this Agreement
for the preceding Fiscal Year by the total amount of such payments by all Signatory Airline's for
that same year. Revenue sharing shall be distributed among all the Signatory Airlines in the
form of a credit against amounts due to the Port. 
8.20   Activity Reports. 
8.20.1 Flight Information Management System. Airline shall provide the Port
with the information for the Port's Flight Information Management System ("FIMS") by
providing real time data output from Airline's internal flight information display system,
computer reservations system, cargo load message transmission, ARINC or SITA transmissions,
or other information systems (including commercial information systems) on a per flight basis.
Airline flight information shall be in a format prescribed by the Port and shall include, at least, 
the following information about the Airline's operations and activities at the Airport. For each
arriving flight: (a) flight number and Airport Gate utilized, (b) aircraft registration number and
aircraft type, (c) actual time of arrival at the Airport (wheels-on) and actual time of arrival at the
Gate (aircraft parked at the Gate), (d) baggage claim number, (e) scheduled time of arrival, (f)
estimated time of arrival, (g) aircraft parking position, (h) international or domestic flight
indicator, (i) pre-cleared flight indicator, (j) code share information if applicable and (k) flight
routing. For each departing flight: (a) flight number and Airport Gate utilized, (b) aircraft
registration number and aircraft type, (c) actual time of departure from Gate (aircraft pushback)
and actual time of departure from Airport (wheels-off), (d) scheduled time of departure, (e)
estimated time of departure, (f) aircraft parking position (g) code share information if applicable
and (h) flight routing. 
8.20.2 Airline Reporting. Airline shall provide to the Port, on or before the 10th
day of each and every month, an accurate summary report of Airline's operations at the Airport
during the preceding month ("Monthly Activity Report"). Airline 's Monthly Activity Report
shall be in a format prescribed by the Port and shall include at least the following information:
(a) the aircraft make, model and series, Maximum Gross Landed Weight ("MGLW"), seating
capacity and configuration of every aircraft type operated by Airline at the Airport during the
preceding month; (b) the total MGLW of all passenger aircraft and, separately, all cargo aircraft
landing at the Airport; (c) the total number of domestic and international enplaned and deplaned
passengers served by Airline at the Airport (including the breakdown of FIS Facility and non-FIS
Facility deplaned passengers and revenue and non-revenue passengers); (d) the total amount (in
pounds or kilograms) of domestic and international cargo and mail enplaned and deplaned by
Airline at the Airport; (e) the total number of revenue and non-revenue aircraft operations; (f)
total Airline use of Common Use Gates by date and time, including gate, aircraft type and
registration (tail) number; and (g) total Outbound Checked Bags and Outbound Checked Bags
delivered on the Common Use Baggage Make up System. 
8.20.3 Airline Activity Management System. The Port is working to enhance the
Airport's system for the collection of airline-reported data. The Port expects the enhanced
system will provide for the electronic collection of all airline data required under subsections
8.20.2 and Section 9.1 via the internet and/or other automated activity data sources ("Airline
Activity Management System"). Airline agrees to collaborate with the Port in support of the

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development of the Airline Activity Management System and shall cooperate with the Port in
testing and utilizing the Airline Activity Management System.
8.20.4 Failure to Report. If Airline fails timely to furnish the Port with any
Monthly Activity Report under subsections 8.20.1, 8.20.2 or Section 9.1, whichever may be
applicable, Airline's Landing Fees, Terminal Rents and any other charges due under this
Agreement shall be determined by assuming that Airline's activity in any month for which
Airline has failed to report its activity equaled the Airline's maximum activity during any of the
previous twelve (12) months for which Airline submitted a Monthly Activity Report to the Port.
Any necessary adjustments in the Airline's charges shall be calculated after an accurate report is
delivered to the Port by Airline for the month in question. Resulting credits or debits shall be
applied to the appropriate invoices in the next billing period. 
8.21   Non-Signatory Premium. Non-Signatory Airlines shall pay a twenty-five 
percent (25%) premium on all rates and charges set forth under this Article 8. 
8.22   Air Service Incentive Program. Notwithstanding any other provision in this
Agreement and, in order to enhance and attract new air service to the Airport, the Port reserves
the right to adopt and implement a program of air service incentives at the Airport, consistent
with applicable federal requirements, which may include rates and charges incentives and
marketing support ("Air Service Incentive Program"). The Air Service Incentive Program, if
implemented, shall be offered to all eligible Air Carriers on a nondiscriminatory basis. Airline
acknowledges and expressly agrees that the Port may recover the costs of forgone (waived)
Landing Fees or Terminal Rents (including fees for the use of the FIS) for Passenger Carriers
through the Landing Fee or Terminal Rents calculated under this Article 8. The Port will defray
the costs of foregone (waived) Landing Fees for Cargo Carriers through Airfield Commercial
Area revenues. Subject to Port Commission approval, non-aeronautical Airport revenues will be
used as the funding source for marketing support under any such Air Service Incentive Program.
8.23   Affiliates. In the event Airline contracts with an Affiliate, it shall be considered a
Contracting Carrier, and all of the following provisions applicable to Contracting Carriers shall
apply to Airline: 
8.23.1 Airline may not use an Affiliate without first notifying the Port that it
intends to designate an Affiliate and ensuring that the Affiliate must enter into an Affiliate
Operating Permit with the Port, and that Airline also signs that agreement as the Contracting
Carrier. Airline is also responsible to notify the Port when it ceases to use the Affiliate.
Affiliates signing a Signatory Lease and Operating Agreement will be bound by that Agreement
for its entire term. 
8.23.2 All Affiliates using the Airport must enter into an Affiliate Operating
Permit with the Port. The Contracting Carrier must also sign the Affiliate's Operating Permit
with the Port. An Affiliate shall be considered an agent of the Contracting Carrier. 
8.23.3 All Landing Fees, Terminal Rents and other charges and fees due from the
Affiliate and all reports required to be made for payment of Landing Fees and Terminal Rents
shall be made by the Contracting Carrier. The Contracting Carrier will remain liable to the Port

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for the payment of all Landing Fees and Terminal Rents due from the Affiliate, and any such
past due payments (including PFCs) will be subtracted from any reimbursement due to the
Contracting Carrier by the Port. Notwithstanding the foregoing, the Affiliate shall directly report
and pay to the Port all PFCs that it collects. If the Contracting Carrier fails to make payment or
submit reports on behalf of the Affiliate, the Affiliate remains fully responsible and liable to the
Port for both reporting and payment. As long as the Contracting Carrier is making all payments
of Landing Fees and Terminal Rents, and submitting the activity reports for the Affiliate, then
that Affiliate activity will count toward the Contracting Carrier's activity.
8.23.4 Any Air Carrier who operates under its own name and sells any seats in its
own name will not be deemed an Affiliate. An Affiliate may work for more than one (1)
Signatory Airline at a time, or from time to time, but any Signatory Airline for whom the
Affiliate is working must sign the Affiliate's Operating Permit, agreeing to be responsible for
reporting and paying for the Affiliate's operations on its behalf. Notwithstanding anything to the
contrary, an Air Carrier's status as Affiliate of the Airline at the Airport may be terminated by
the Airline upon not less than thirty (30) days written notice to the Port. Any Affiliate who sells
any seats in its own name will be required to sign a Signatory Lease and Operating Agreement,
or will be deemed a Non-Signatory Airline, and Section 8.23 shall not apply. 
8.23.5 Because the Affiliate is operating on behalf of a Signatory Airline(s) who
reports and pays for all Terminal Rents and Landing Fees associated with the Affiliate's
operations, the Affiliate will not be required to pay a Non-Signatory premium on its Landing
Fees and Terminal Rents, except as provided in this Section 8.23. The Landing Fees and
Terminal Rents paid by the Contracting Carrier on behalf of its Affiliate(s) are subject to all the
provisions of Article 8. 
8.23.6 If an Affiliate chooses to lease space directly from the Port, the Affiliate
must become a Signatory Airline or a Non-Signatory Airline, but in either case relinquishes its
status as an Affiliate. 
8.24   Airfield Commercial Area. The Port shall treat the Airfield Commercial Area as
a separate, compensatory cost center. 
8.25   Space Determinations. Each Fiscal Year during the Term, at the time the Port
reviews the Airport budget with the AAAC (in July or September each year), the Port shall
provide Airline and the AAAC with the Port's annual space update, displaying the Port's thencurrent
determinations of the characterization, locations and measurements of each type of
Terminal space leased to any Air Carrier or otherwise affecting the calculation of rates and
charges under this Article 8. If Airline believes in good faith that the Port's space determinations
are erroneous, Airline may bring its concerns and any supporting information to the attention of
the Port by written notice to the Port's Aviation Property Manager. If the Port's Aviation
Property Manager and Airline's property representative are unable to resolve such concerns
within fifteen (15) days of Airline's written notice to the Port, the matter shall be presented to the
Managing Director, whose decision shall be binding. Any error in the Port's determination of
space identified by the Managing Director shall be adjusted by the Port for the Fiscal Year in
which the error is acknowledged. The Managing Director may, after consultation with the Chair
of the AAAC, appoint a Terminal Space Review Committee, with representatives of the Port and

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the AAAC, to provide recommendations about the characterization, locations or measurements
of space within the Terminal or the resolution of particular concerns about space determinations
raised by any Airline. 
ARTICLE 9 
PAYMENTS 
9.1     Payment of Landing Fees and Terminal Rents.
Airline shall pay to the Port Landing Fees and Terminal Rents calculated in accordance
with Article 8 as follows. Beginning on the Effective Date, Airline shall pay to the Port on a
monthly basis the Landing Fee and Terminal Rents established by the Port in accordance with
this Agreement. 
9.1.1   All payments of Terminal Rents (except rentals for use of Common Use
Premises and the FIS, for which Airline shall pay as noted below) shall be made in advance no
later than the first (1st) day of the month without awaiting an invoice from the Port. 
9.1.2   Airline shall provide to the Port by no later than the tenth (10th) day of
each and every month Airline's Monthly Activity Report for the preceding month. Airline shall
pay to the Port the Landing Fees due for the preceding month by no later than the fifteenth (15th)
day of each and every month. In the event Airline fails to provide to the Port the Monthly
Activity Report required under this Section and subsection 8.20.2, the Port shall determine the
Landing Fee payment due in accordance with the provisions of subsection 8.20.4 of this
Agreement. 
9.1.3   The Port shall invoice Airline as of the twentieth (20th) day of each month
for the actual rentals associated with Airline's use of Common Use Premises and the FIS during
the prior month. Airline's payment of actual rentals for the Common Use Premises and the FIS
shall be due and payable within fifteen (15) days 'of the Port's invoice date. 
9.1.4   All payments of both Terminal Rents (including rentals for use of
Common Use Premises and the FIS) and Landing Fees shall be made to the Port at its Payment
Address or at such other place as the Director may from time to time designate in writing. All
amounts shall be paid in lawful money of the United States, and all payments must be made by
electronic funds transfer or check. All amounts paid shall be free from all claims, demands, setoffs
or counterclaims of any kind. Any amounts owed under this Section 9.1 that are not paid
when due shall be subject to a service charge equal to the lesser of, the rate of one and one-half
percent (1%) per month or the maximum rate permitted by law. The Port's acceptance of any
payment under this Agreement shall not constitute a waiver of Airline's default on the overdue
amount or prevent the Port from exercising any of its rights and remedies under this Agreement. 
9.2     Passenger Facility Charges.
9.2.1   The Port expressly reserves the right to impose passenger facility charges
("PFCs") in accordance with 49 U.S.C.  40117 and applicable implementing regulations

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adopted by the FAA, 14 CFR Pt. 158, as they may be amended from time to time (the "PFC
Regulations"). 
9.2.2   Airline shall hold in trust for the Port the net principal amount of all PFCs
that are collected by Airline or its agents on behalf of the Port pursuant to 49 U.S.C.  40117 and
the PFC Regulations. For purposes of this Section 9.2, net principal amount shall mean the total
principal amount of all PFCs that are collected by Airline or its agents on behalf of the Port,
reduced by any amount that Airline is permitted to retain pursuant to  158.53(a) of the PFC
Regulations. PFCs collected by the Airline shall be remitted to the Port at its Payment Address
or at such other place as the Director may from time to time designate in writing. 
9.3     Payment of VIP Lounge Percentage Fees. 
On or before the fifteenth (15th) day of each calendar month, each Airline shall pay to the
Port the following percentage fees on the sale of all alcoholic beverages or other beverages, and
any related food service items sold at or within the VIP Lounge: ten percent (10%) of the Gross
Revenues received by the Airline from beer and wine sales, ten percent (10%) of the Gross
Revenues received by Airline from all liquor sales and fourteen percent (14%) of the Gross
Revenues received by Airline from all other (if any) sales incurred during said preceding month.
Each Airline shall submit to the Port, together with the required payment, a detailed statement
showing Gross Revenues received by the Airline from all alcoholic beverages or other
beverages, and any related food service items sold at or within the VIP Lounge during the
preceding calendar month. The monthly statements shall show such reasonable detail and
breakdown as may be required by the Port. 
ARTICLE 10 
AUDIT 
Airline shall maintain separate and accurate daily records of Airline's operations at the
Airport for a period of three (3) years after the close of each calendar year throughout the Term,
provided, however, that in the event the Port gives Airline written notice of a claim for payment
under this Agreement, Airline shall retain all of its records relating to its daily operations at the
Airport that might pertain to the claim until the claim has been finally resolved. This recordkeeping
obligation shall survive the expiration or termination of this Agreement. All such books
and records, including current and detailed records of all receipts in connection with items sold at
the VIP Lounge which are material or relevant in computing and verifying the percentage fees
provided for in subsection 8.3.6(a), shall be kept in accordance with generally accepted
accounting principles, consistently applied, showing in detail all business done or transacted in,
on, about or from or pertaining to the Airport, and shall be sufficient to permit the Port to
calculate and verify the Landing Fees, Terminal Rents and other charges due under this
Agreement. Upon the Director's written request, Airline shall make available to the Port or its
auditors any and all books, records and accounts pertaining to its operations under this
Agreement. If the requested books, records and accounts are not made available at the Airport,
and the Port or its auditors are required to travel elsewhere to review them, the Port may require
that Airline reimburse the Port for the reasonable costs of such review of Airline's books, records

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and accounts, provided that the Port demonstrates an underpayment of five percent (5%) or
more. 
ARTICLE 11 
PIPELINES AND UTILITIES 
11.1   Reservations by Port.
It is understood and agreed that the Port reserves and retains the right with reasonable
advance notice to Airline to construct, reconstruct, install, repair, remove, renew, operate and use
pipelines, utility lines, copper wire, fiber-optic and/or high-speed wireless networks, roadways or
structures for Airport purposes anywhere within the Airport, provided that any such activities by
the Port shall not have a substantial and material adverse effect on Airline's operations at the
Airport or its rights hereunder. 
11.2   Relocation of Pipelines. 
In the event that any pipeline, utility line or appurtenance installed by Airline is so
located that it shall be necessary to change, alter, relocate or reconstruct it in order to allow the
Port, or an independent party through an arrangement with Port, to install sewer or drain lines or
other utility lines, such change, alteration, relocation or reconstruction shall be made by Airline
as requested by the Port at the Port's sole cost and expense. 
11.3   Utilities.
11.3.1 The Port shall provide the following utility services to the Premises in
reasonable amounts and at pressures appropriate for airline operations: water, electricity, fire
suppression systems, sewage outlets, heating, ventilation and air conditioning. The Port shall
determine the points in the Premises where such services will be made available to Airline. In
the event Airline desires to change the points of supply by Port, the expense of making such
changes or alterations shall be at the sole cost of Airline. Any additional utility services
requested by Airline and not otherwise provided by the Port shall be provided only with the
Port's approval and shall be subject to separate tariffs. 
11.3.2 Except where, and to the extent, caused by the negligence or intentional
wrongdoing of Port, its agents, employees, contractors, officers, directors or predecessors in
interest, Airline expressly waives any and all claims against the Port for damages arising or
resulting from failures or interruptions of utility services or any failure of performance by an
independent party providing utility services to the Premises, including electricity, gas, water,
plumbing, sewage, telephone, communications, heat, ventilation, air conditioning, or for the
failure or interruption of any public or passenger conveniences. 



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ARTICLE 12 
DEVELOPMENT, MAINTENANCE AND REPAIR OF AIRPORT 
12.1   Port Right to Alter Airport.
Subject to the terms of this Agreement, Airline acknowledges and agrees that the Port
shall have the right at all times to change, alter, expand or contract the Airport and that the Port
has made no representations, warranties or covenants to Airline regarding the design,
construction, pedestrian traffic, or views of the Airport. 
12.2   Condition of Premises and Janitorial Services.
Airline agrees to keep the Premises, including the fixtures and equipment in Premises, in
a clean, neat, safe, and sanitary condition, and in good order, at all times, except for damages or
loss due to reasonable wear and tear, fire or other casualty or other cause beyond Airline's
control. Airline shall not store nor allow accumulation of trash or debris on any portion of the
Premises, nor use Port's trash containers without Director's prior consent. Airline agrees to
arrange for the daily disposal, at its own expense, of all waste material. All lawful requirements
of the State of Washington relating to health or sanitation adopted by any legal authority with
jurisdiction, including the Port, shall be fully met by Airline, and Airline upon request shall give
access for inspection purposes to any duly authorized representative of any such legal authority
or of the Port. The Port shall provide pest control services to all Premises and Airline agrees to
provide Port with reasonable access to the Premises, upon reasonable notice from the Port, for
pest control activities, including Premises inspections under subsection 12.6. Janitorial services,
carpet cleaning, maintenance and repair and window washing on the Premises will be furnished
by the Port except for Exclusive Premises, if any, assigned to Airline. Airline shall be
responsible for janitorial services, carpet cleaning, maintenance and repair and window washing
in Exclusive Premises, if any, assigned to Airline. 
12.3   Airline Improvements.
12.3.1 General Provision. Airline shall make no alterations or improvements
upon the Premises or install fixtures without first obtaining the written consent of the Port. In no
event may Airline make any alterations or improvements to any Common Use Premises. In the
event any alterations or improvements shall be made or fixtures (other than trade fixtures) shall
be installed by Airline, they shall at once become part of the realty and become the property of
the Port. Moveable furniture, equipment and all trade fixtures shall be and remain the property
of the Airline, and the Airline, at its expense, upon the expiration or prior termination of this
Agreement, shall promptly remove any such furniture and trade fixtures and, at the Port's
request, shall restore the Premises to its condition prior to the installation of any such property. 
12.3.2 Visual Artists Rights Act. With respect to construction or installation of
any improvements at the Premises that might implicate the requirements of the federal Visual
Artists Rights Act of 1990, 17 U.S.C.  106A and 113, as they may be amended from time to
time ("VARA"), Airline agrees that it shall not (i) hire any artist or permit any sublessee to hire
any artist for the purpose of installing or incorporating any work of art into or at the Premises, or

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(ii) permit the installation or incorporation of any work of art into or at the Premises, without the
prior written approval of the Port. Airline shall provide such reasonable documentation as the
Port may request in connection with any such approval, and the approval of the Port may be
conditioned upon the execution by the artist of a waiver of the provisions of the VARA, in form
and substance acceptable to the Port. 
12.4   Repair.
12.4.1 Except as otherwise expressly provided herein, Airline specifically
acknowledges and agrees that the Port is permitting the use of the Premises by Airline on an "as
is with all faults" basis and that Airline is not relying on any representations or warranties of any
kind whatsoever, express or implied, from the Port, as to any matters concerning the Premises.
12.4.2 In all Exclusive Premises assigned to Airline, Airline shall at its own
expense redecorate and paint the interior of the space and replace electric light bulbs, worn
carpeting, or other floor coverings, curtains, draperies, blinds or other furnishings and equipment
as their conditions may require. Airline may paint Preferential Use Ticket Counters back wall
assigned to it after first obtaining the Port's approval of the paint color and back wall graphics,
and Airline shall be responsible for all associated maintenance.
12.4.3 The Port agrees to keep, operate and maintain the Terminal, including its
foundation, structure, outside walls, roof and utility systems. The Port will also keep and
maintain (i) all Port-standard fixtures, furnishings, light bulbs, equipment, paint and carpeting or
other floor coverings located in the Terminal (except those in Airline's Exclusive Premises) and
in Airline's Preferential Premises, in a neat, clean and operating condition replacing all Portstandard
worn-out fixtures, furnishings, carpeting and other floor coverings, machinery and
equipment as may be required; provided, however, that, if Airline requests that the Port install
non-Port standard fixtures, furnishings, equipment, carpeting or other floor covering in Airline's
Preferential Use Premises, Airline shall be responsible for all associated maintenance and repair
costs throughout the Term of this Agreement and, consistent with the provisions of subsection
12.4.2, for painting Airline's Preferential Use Premises. 
12.4.4 Gate Ramp Maintenance. The Port agrees to provide striping and
maintain the Industrial Waste System on the Gate Ramp. The Port shall also keep, operate and
maintain the concrete infrastructure and structural integrity of the Gate Ramp. 
12.5   Damage or Destruction. 
12.5.1 Damage. If any portion of the Terminal in which Airline occupies
Premises under this Agreement is damaged by fire, earthquake or other casualty, but is not
rendered unfit for use by Airline, the damage shall be repaired by the Port. If the damage renders
the Premises unfit for use by Airline, and if the damage is repairable using reasonable diligence
within four months from the date of the occurrence, the Premises shall be repaired by the Port. 
12.5.2 Destruction. If any portion of the Terminal in whi ch Airline occupies
Premises under this Agreement is completely destroyed by fire, earthquake or other casualty, or
damaged to such extent that such damage cannot be repaired within four months from the date of

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the occurrence, the Port shall have the option to terminate this Agreement to the extent that it
shall apply to the particular Premises. The Port shall within thirty (30) days of such occurrence
provide written notice to Airline that it intends to (i) terminate the Agreement or (ii) repair or
reconstruct the Premises. If the Port elects to repair or reconstruct the Premises, it shall begin
any work necessary to do so and shall use reasonable efforts to provide the Airline with
temporary substitute space while the repairs are being completed. If the Port elects to terminate
this Agreement, such termination shall be effective as to the Premises, sixty (60) days after the
occurrence of the damage, provided, however, that before electing to terminate, upon request of
Airline the Port shall use reasonable efforts to provide Airline with substitute space for the
remaining Term. 
12.5.3 Rent Abatement. For the period from the occurrence of any damage to the
Premises to the date of completion of the repairs to the Premises (or to the date of termination of
the Agreement as to such portions of the Premises if the Port shall elect not to restore them), the
rental allocable to the particular Premises involved shall be abated in the same proportion as the
unusable portion of the Premises bears to the whole, or, if the damage or destruction has
rendered the entire Premises unusable, said rental shall be abated entirely, and upon termination
of the Agreement as to such damaged or destroyed Premises, the Airline shall have no further
obligation to pay the rental allocable thereto. The costs assigned to such unusable Premises
under subsection 8.3.2 shall be evenly redistributed for the duration of such rent abatement
among all of rented space in the corresponding Group under subsection 8.3.2. The Port may
charge a reasonable rental for any temporary substitute space it furnishes. In the event that the
Port shall elect to terminate the Agreement as to the portion of the Premises damaged or
destroyed as provided above, and in the event the loss of use thereof by the Airline will have a
substantial adverse effect on Airline's use of the remainder of the Premises and its business and
operations at the Airport, the Airline may within thirty (30) days after receipt of the Port's notice
of termination, terminate this Agreement in its entirety by giving the Port written notice thereof. 
12.6   Inspections.
The Port may, upon reasonable notice to Airline, cause the Premises and Airline's
operations at the Airport to be inspected and may conduct an inspection of Airline's operations at
the Airport, including pest inspections pursuant to subsection 12.2, to confirm that such
operations comply with the requirements set forth in this Agreement. The Port shall use
reasonable efforts not to interfere with Airline's operations during any such inspection, and
Airline shall cooperate with such inspection. In the event such inspection shows that Airline is
not substantially complying with such requirements, without limiting the Port's ability to call a
default hereunder, the Port may require that Airline reimburse the Port for the reasonable costs of
such inspection. Airline shall promptly remedy any noncompliance shown in any such
inspection. 



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ARTICLE 13 
COMPLIANCE WITH LAW 
13.1   General Laws.
At all times, Airline shall, with respect to its operations at the Airport, comply with all
applicable present and future federal, state and local laws, rules, regulations and ordinances, as
they may be amended from time to time, whether foreseen or unforeseen, ordinary as well as
extraordinary, including without implied limitation those relating to (i) health and safety; (ii) the
environment; and (iii) disabled access, including the Americans with Disabilities Act, 42 U.S.C.
12101 et seq. 
13.2   Airport Rules and Regulations.
The use by Airline of the Premises, the Public Areas, the Airfield Area and all other areas
of the Airport shall be subject to such Airport Rules and Regulations as are now or may in the
future be adopted by the Port, provided that such Rules and Regulations do not conflict with
applicable provisions of state or federal law. Except in the case of emergency Rules and
Regulations, the Port shall give Airline written notice and opportunity to comment on any
proposed Rules and Regulations that would affect Airline's operations at the Airport before such
proposed Rules and Regulations are adopted by the Port. Within twenty (20) calendar days after
receipt of the Port's notice of such proposed Rules and Regulations, the Chair of the AAAC (and
not Airline individually), may submit, in writing, objections to the proposed Rules and
Regulations on behalf of Airline and all other objecting Air Carriers. The Port and the Chair of
the AAAC shall have fifteen (15) calendar days after the Port's receipt of the AAAC's objection
to meet and discuss the proposed Rules and Regulations. If the AAAC's objections are not
resolved, the Port shall provide the proposed Rules and Regulations and the AAAC's objections
to the Port Commission prior to implementation, and the AAAC shall have twenty (20) days to
comment to the Port Commission on its objections. After the AAAC comments to the Port
Commission on its objections, or if the AAAC fails to comment to the Port Commission during
the allotted twenty (20) day period, the Port shall implement the proposed Rules and
Regulations. This Agreement shall not be interpreted as a waiver of any right of Airline to
challenge any future Rules and Regulations of the Port on the basis of the Airline Deregulation
Act, 49 U.S.C.  41713. 
ARTICLE 14 
INDEMNIFICATION - LIABILITY INSURANCE 
14.1   Indemnification of Port by Airline.
Except where, and to the extent, caused by the negligence or intentional wrongdoing of
Port, its agents, employees, contractors, officers, directors or predecessors in interest, the Port
and its officers, employees and agents, shall not be liable for any injury (including death) to any
persons or for damage to any property regardless of how such injury or damage may be caused,
sustained or alleged to have been sustained by Airline or by others, including but not limited to

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all persons directly or indirectly employed by Airline, or any agents, contractors, subcontractors,
licensees and invitees of Airline, as a result of any condition (including existing or future defects
in the Premises) or occurrence (including failure or interruption of utility service) whatsoever
related in any way to the Premises or the areas adjacent thereto or related in any way to Airline's
use or occupancy of the Premises and of areas adjacent thereto. Airline agrees to defend (with
counsel reasonably acceptable to the Port) and hold and save the Port harmless from all liability
and expenses (including attorney's fees, costs, and all expenses of litigation) in connection with
any such actual or alleged injury or damage, except where, and to the extent, caused by the
negligence or intentional wrongdoing of the Port, its agents, employees, contractors, officers,
directors or predecessors in interest. All indemnities provided in this Agreement shall survive
the expiration or any earlier termination of this Agreement. Any final judgment rendered against
the Port for any cause for which Airline is liable hereunder shall be conclusive against Airline as
to liability and amount upon the expiration of the time for appeal therefrom. 
14.1.1 Industrial Insurance Laws. Airline shall comply with the statutory
requirements of Chapter 51 of the Revised Code of Washington ("RCW") regarding workers
compensation coverage for its employees. In any and all claims against the Port by an employee
of Airline, the indemnification obligation of Section 14.1 of this Agreement shall not be limited
in any way by any limitation on the amount or type of damages or compensation benefits payable
by or for the Airline under applicable worker's or workmen's compensation, benefit, or disability
laws (including but not limited to RCW 51 Industrial Insurance). Airline expressly waives any
immunity Airline might have under such laws and, by agreeing to enter into the Agreement,
acknowledges that the foregoing waiver has been mutually negotiated by the parties. 
14.2   Liability Insurance. 
During the Term, Airline shall provide to the Port at the address set forth in Section 1.1,
pay for and maintain with companies, reasonably satisfactory to Port, aircraft liability insurance
on each aircraft, including all owned, non-owned and hired aircraft, and commercial general
liability insurance covering bodily injury, personal injury, property damage, product/completed
operations, premises liability and contractual liability. Insurance liability limits shall not be less
than $500 million per occurrence for each aircraft and not less than $10 million per occurrence
for commercial general liability insurance. Insurance shall be placed with companies reasonably
satisfactory to the Port in terms of financial strength, rating and solvency. The Port shall be
named as an additional insured (using ISO Form 20 26 11 85 or equivalent endorsement
acceptable to the Port), and shall be furnished with appropriate written evidence to establish that
Airline's insurance obligations as required by this Section have been and continue to be met, and
that the insurance coverage required by this Section is not subject to cancellation, nonrenewal or
material reduction in coverage without at least thirty (30) days' advance written notice to the
Port. The inclusion of the Port as an additional insured shall not create any premium liability for
the Port. The liability insurance required by this Section 14.2 shall not contain a deductible or
self-insured retention in excess of $250,000 without the prior written approval of the Port. All
deductibles and self-insured retentions shall be paid by, assumed by, for the account of, and at
Airline's sole risk. To the extent that Airline relies on excess or "umbrella" policy of insurance
to satisfy the requirements of this Section, any such policy shall be no less broad than the

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underlying policy, shall have the same inception and expiration dates as the underlying policy,
and shall include a drop-down provision.
14.3   Automobile Liability Insurance. 
During the Term, Airline shall provide to the Port at the address set forth in Section 1.1,
pay for and maintain with companies reasonably satisfactory to Port, commercial automobile
liability insurance covering all owned, non-owned and hired automobiles, trucks and trailers in
the minimum single limit of $5 million for operations outside the Airfield Area and $10 million
for operations inside the Airfield Area and hereafter in such increased amounts or on such
revised terms and conditions as the Port may from time to time specify. The policy shall
specifically be endorsed to cover all "mobile equipment" utilized by Airline at the Airport. The
Port shall be named as an additional insured using an appropriate policy form or endorsement,
and shall be furnished with appropriate written evidence to establish that Airline's insurance
obligations as required by this Section have been and continue to be met, and that the insurance
coverage required by this Section is not subject to cancellation, nonrenewal or material reduction
in coverage without at least thirty (30) days' advance written notice to the Port. The inclusion of
the Port as an additional insured shall not create any premium liability for the Port. The liability
insurance required by this Section shall not contain a deductible or self-insured retention in
excess of $50,000 without the prior written approval of the Port. All deductibles and self-insured
retentions shall be paid by, assumed by, for the account of, and at Airline's sole risk. To the
extent that Airline relies on excess or "umbrella" policy of insurance to satisfy the requirements
of this Section, any such policy shall be no less broad than the underlying policy, shall have the
same inception and expiration dates as the underlying policy, and shall include a drop-down
provision. 
14.4   Other Forms of Insurance.
Airline shall also obtain all other forms of insurance required for its particular use of the
Airport or as required by law.
14.5   Termination, Renewal and Additional Insurance. 
No policy of insurance required under this Agreement shall be cancellable or subject to
non-renewal or modification except after thirty (30) days prior written notice to the Port. Airline
shall at least thirty (30) days prior to the expiration, cancellation, non-renewal or modification of
such policies, furnish the Port with evidence of renewals or "insurance binders" evidencing
renewal thereof. In the event of cancellation of any required insurance at any time during the
Term, or any change not reasonably acceptable to the Port, including an erosion in available
limits below those specified in this Article 14, the Port reserves the right, after consultation with
Airline, to provide additional insurance and charge the cost of any premiums for such coverage
to the Airline. The Port's right under this Section 14.5 includes, but is not limited to, the Port
purchasing higher limits for its own insurance program to account for an erosion in limits by
Airline. 


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14.6   No Representation of Adequacy. 
The Port makes no representation that limits or forms of insurance coverage specified or 
required under this Agreement are adequate to cover Airline's property or Airline's liabilities or
obligations under this Agreement. 
14.7   Port's Right to Request Information from Insurance Company. 
If at any time the Port requests a written statement from the insurance company as to any
impairments to the aggregate limit, Airline shall promptly authorize and have delivered such
statement to the Port. Airline authorizes the Port and its insurance consultant to confirm with
Airline's insurance agents, brokers and insurance companies all information furnished the Port,
as to Airline's compliance with the Port's insurance requirements. 
14.8   Primary Coverage. 
All insurance policies required under this Agreement shall be endorsed to state that
Airline's policy is primary and not contributory with any insurance carried by the Port. 
ARTICLE 15 
WAIVER OF SUBROGATION 
The Port and Airline (for themselves and on behalf of anyone claiming through or under
them by way of subrogation or otherwise) hereby release each other from liability and waive all
right of recovery against each other for any loss to real or personal property located anywhere on
or about the Airport from perils which can be insured against under a standard form commercial
property or fire insurance policy (specifically including hull insurance or the like) with extended
perils coverage endorsements generally available in Washington at the time the loss occurs. The
effect of the release and waiver of the right to recover damages shall not be limited by whether
the party incurring the loss has actually obtained such insurance, by the amount of insurance
carried, or by any deductibles applicable thereto. If a party's applicable insurance policies do not
allow the insured to waive the insurer's rights to recovery, the party shall cause each insurance
policy to be endorsed to allow the waiver of subrogation required by this section. 
ARTICLE 16 
INCREASE IN COST OF INSURANCE 
Airline shall not use the Premises in any manner not contemplated by this Agreement so
as to increase the existing rates of insurance applicable to the buildings or structures of which the
Premises are a part. If it nevertheless does so, then, at the option of the Port, the full amount of
any resulting increase in premiums paid by the Port with respect to the buildings or structures of
which the Premises are a part, and to the extent allocable to the Term, shall be paid by Airline to
the Port. Conversely, the Port shall not use the Public Areas in any manner not contemplated by
this Agreement so as to increase the existing rates of insurance applicable to the Airline's
Premises. If it nevertheless does so, then, at the option of the Airline, the full amount of any

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resulting increase in premiums paid by the Airline with respect to the buildings or structures of
which the Premises are a part, and to the extent allocable to the Term, shall be paid by Port to the
Airline. 
ARTICLE 17 
DISCRIMINATION 
17.1   Federal Nondiscrimination Regulations. 
Airline understands and acknowledges that the Port 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 Port for certain Airport
programs and activities, and that Port is required under those Regulations to include in every
agreement pursuant to which any person or persons other than Port operates or has the right to
operate any facility on the Airport providing services to the public, the following covenant, to
which Airline agrees:
Airline, in its operation at and use of Airport, covenants that 
17.1.1 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; 
17.1.2 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 
17.1.3 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. 
17.1.4 Airline further agrees promptly to provide the Port, upon written request
by the Port, such information the Port is required to obtain from Airline to show compliance with
applicable nondiscrimination laws.
17.2   Affirmative Action. 
Airline assures that it 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. Airline assures 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. Airline assures that it will require that its covered sub organizations provide assurances

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to Airline that they will require assurances from their sub organizations, if required by 14 CFR
Part 152, Subpart E, to the same effect. 
ARTICLE 18 
ASSIGNMENT AND SUBLETTING 
Airline shall not assign or transfer this Agreement or any interest therein nor sublet the
whole or any portion of the Premises without first obtaining the Port's written consent, nor shall
this Agreement or any interest thereunder be assignable or transferable by operation of law or by
any process or proceeding of any court, or otherwise without the consent of the Port first had and
obtained, which consent shall not be unreasonably withheld. Airline further agrees that if at any
time during the Term more than one-half (1/2) of the outstanding shares of any class of stock of
Airline's corporation shall belong to any stockholders other than those who own more than onehalf
(1/2) of the outstanding shares of that class of stock at the time of the execution of this
Agreement or to members of their immediate families, such change in ownership of the stock of
Airline shall be deemed an assignment of this Agreement within the meaning of this Section
(unless Airline is a corporation whose stock is listed on the New York Stock Exchange or other
major stock exchange, in which case such an event will not be considered an assignment of this
Agreement). Airline's entering into any operating agreement, license or other agreement
whereunder a third party, other than a subsidiary, affiliate, or code share partner of Airline is
given rights or privileges to utilize portions of the Premises shall be considered an attempted
assignment or subletting within the meaning of this Section. Notwithstanding the foregoing,
Airline shall not be permitted to assign or transfer this Agreement or any interest therein nor
sublet the whole or any portion of the Premises once it has provided the Port with notice of its
intent to terminate this Agreement pursuant to the provisions of subsection 20.3.4. 
ARTICLE 19 
SECURITY DEPOSIT 
19.1   Required Deposit. 
If Airline has operated at the Airport for less than twenty-four (24) consecutive months
prior to the Effective Date of this Agreement, or Airline does not meet the criteria set forth in
Section 19.2 for exemption from the Security Deposit requirement, then Airline shall obtain and
deliver to the Port at the address set forth in Section 1.1, a Security Deposit to secure Airline's
full performance of this Agreement, including but not limited to all rates, charges and rents now
or in the future payable to the Port under this Agreement, including fees for services subject to
tariffs such as utilities and parking, and damages for breach or rejection of this Agreement. The
amount of the Security Deposit for Passenger Carriers shall be equivalent to: (i) three (3) months
of estimated rental charges for Airline's use of its Preferential Use Premises and Exclusive Use
Premises, plus (ii) three (3) months estimated rental charges for Airline's use of Common Use
Premises and the FIS, plus (iii) three (3) months of Airline's estimated Landing Fees. The
amount of the Security Deposit for Cargo Carriers shall be equivalent to (i) three (3) months of
Airline's estimated Landing Fees, plus (ii) three (3) months of estimated charges for Airline's
use of Common Use Hardstands. The amount, form, provisions and nature of the Security

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Deposit, including if appropriate the identity of the surety or other obligor thereunder, shall at all
times be subject to the Port's approval. The Security Deposit shall be made in advance by cash,
letter of credit, surety bond or other instrument acceptable to the Port and shall remain in place at
all times throughout the Term and throughout any holdover period. The Port shall not pay
interest on the Security Deposit, and the Port shall not be required to keep the Security Deposit
separate from its other accounts. No trust relationship is created with respect to the Security
Deposit. The Security Deposit is a part of the consideration for execution of this Agreement. If
Airline shall have fully performed all terms and conditions of this Agreement, any cash deposit
shall be paid to Airline within thirty (30) days following the termination or expiration of this
Agreement, without interest; otherwise the Port shall, in addition to any and all other rights and
remedies available under this Agreement or at law or equity, retain the Security Deposit. The
Port may apply all or part of the Security Deposit to any unpaid sum due under this Agreement
or to cure other Events of Default (defined in Article 20) except that Events of Defaults shall
include any event that would constitute an Event of Default upon the giving of written notice and
the passage of time even if the notice and passage of time has not occurred. If the Port depletes
the Security Deposit in this way, Airline shall restore the Security Deposit within ten (10) days
after the receipt of the Port's written request to do so. Notwithstanding the foregoing, in the
event the Port depletes the Security Deposit and an unpaid sum remains due under this
Agreement, the Port shall have the right to recover the total of such unpaid sum through the rates
and charges mechanism set forth in Article 8; provided, however, this shall not release nor in any
way affect the liability of Airline for such unpaid sums. 
19.1.1 If, Airline maintains the Security Deposit required by Section 19.1 for a
period of twenty-four (24) consecutive months, during which period Airline has provided
continuous service to and from the Airport, and Airline does not commit an Event of Default
under Section 20.1 then, at the end of said twenty-four (24) month period, the Port shall return
the Security Deposit to Airline, and Airline will be exempt from providing a Security Deposit.
Notwithstanding the foregoing, if at any time after Airline is exempt from the Security Deposit
requirement, Airline commits an Event of Default under Section 20.1, Airline shall once again be
subject to the Security Deposit requirement in accordance with Section 19.3. 
19.2   Exemptions. 
The Port shall not require a Security Deposit where Airline meets all of the criteria in
subsections (a) or (b) of this Section 19.2 as of the Effective Date. Airline shall have the burden
of proving, to the Port's reasonable satisfaction, that Airline is not required to provide a Security
Deposit pursuant to this Section. Airline further acknowledges and agrees that in the event of a
default by a Signatory Airline that does not have a Security Deposit pursuant to this Section,
Airline and all other Signatory Airlines shall be responsible for the payment of any costs, losses,
amounts associated with the default or breach by any Signatory Airline in accordance with
Article 8 of this Agreement.
(a)      Airline is in good standing without any uncured Event of Default
under Section 20.1 of the Signatory Lease and Operating Agreement that expired on
December 31, 2012; Airline is not in bankruptcy; and Airline has been operating at the Airport
for a minimum of twenty-four (24) consecutive months as of the Effective Date; or 

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(b)     Airline has not provided service to and from the Airport for a
period of twenty-four (24) consecutive months prior to the Effective Date, and Airline provides
written certified proof to the Port that: (i) Airline has provided such service to at least ten (10)
other airports in the United States during the twenty-four (24) consecutive months prior to the
Effective Date; and (ii) Airline has not been delinquent in payment of PFCs, landing fees,
terminal rents or any other rate or charge due at any of such other airports during said twentyfour
(24) consecutive months. 
19.3   Events of Default  Security Deposit Required. 
If, at any time during the Term of this Agreement, Airline shall commit an Event of
Default under Section 20.1 that is not fully cured in accordance with the applicable provisions of 
Section 20.1, then the Port shall have the right to immediately impose or reimpose the Security
Deposit requirements of Section 19.1, and shall provide Airline with notice thereof. In such
event, Airline shall provide the Port with the required Security Deposit no later than ten (10)
calendar days after receipt of the Port's notice imposing the Security Deposit requirement.
Airline shall maintain such Security Deposit for the remainder of the Term of this Agreement.
The Port's rights under this Section shall be in addition to all other rights and remedies provided
to the Port under this Agreement or otherwise provided by law.
ARTICLE 20 
TERMINATION 
20.1   Airline Defaults. 
20.1.1 The occurrence of any one or more of the following events shall constitute
a breach of this Agreement and an "Event of Default" under this Agreement: 
20.1.2 Airline shall fail duly and timely to pay any Landing Fees, Terminal Rent
or any other rate or charge due under this Agreement, when due to Port, and such failure shall
continue for five (5) days beyond Airline's receipt, pursuant to Section 24.21, of a written notice
of such breach or default from Director. Notwithstanding the foregoing, in the event there occur
two (2) defaults in the payment of Landing Fees, Terminal Rent or other rate or charge due under
this Agreement in any twelve (12) month period, thereafter Airline shall not be entitled to, and
Port shall have no obligation to give, notice of any further payment defaults. In such event, there
shall be deemed to occur an "Event of Default" immediately upon Airline's failure timely to pay
Landing Fees, Terminal Rent or other payment due under this Agreement. 
20.1.3 Airline shall fail duly and timely to remit to the Port passenger facility
charges ("PFCs") collected by Airline from its passengers in accordance with 49 U.S.C.  40117
and applicable implementing regulations adopted by the FAA, 14 CFR Pt. 158, as they may be
amended from time to time. 
20.1.4 Airline shall become insolvent, take the benefit of any present or future
insolvency statute, make a general assignment for the benefit of creditors, file a voluntary
petition in bankruptcy or a petition or answer seeking an arrangement for its reorganization or

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the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or
statute of the United States or of any state, or consent to the appointment of a receiver, trustee, or
liquidator of any or substantially all of its property, or petition under any part of the federal
bankruptcy laws, or an action under any present or future insolvency law or statute shall be filed
against Airline and shall not be dismissed within ninety (90) days after the filing thereof. 
20.1.5 There shall occur a transfer subject to Section 18.1 without the prior
approval of the Port. 
20.1.6 Airline shall abandon, desert, or vacate the Premises. 
20.1.7 Any lien shall be filed against the Premises as a result of an act or
omission of Airline, and shall not be discharged within sixty (60) days after receipt of notice by
Airline. 
20.1.8 Airline shall fail to obtain and maintain the insurance required by this
Agreement, or provide copies of the policies or certificates to Port as required. 
20.1.9 Airline shall fail to keep, perform and observe each and every other
promise, covenant and agreement set forth in this Agreement, and such failure shall continue for
a period of more than five (5) days after delivery by Director of a written notice of such failure
or if satisfaction of such obligation requires activity over a period of time, if Airline fails to
commence the cure of such failure within five (5) days after receipt of such notice, or thereafter
fails to diligently prosecute such cure, or fails to actually cause such cure within thirty days after 
the giving of such notice. 
20.2   Port Remedies. 
20.2.1 General Remedies  Applicable to All Portions of the Premises.
(a)      Whenever any default shall occur (other than a default pursuant to
subsection 20.1.4 upon which termination of this Agreement, at the Port's option, shall be
effective immediately without further notice), this Agreement and all of Airline's rights
thereunder shall terminate if the written notice of default so provides. The Port shall be entitled
to recover from Airline all unpaid rent and fees and damages incurred because of such default,
including, but not limited to, attorneys fees and costs ("Termination Damages"), together with
interest on all Termination Damages at the rate of 18% per annum, or the maximum rate
permitted by applicable law, whichever is lower, from the date such Termination Damages are
incurred by the Port. 
(b)     In addition to Termination Damages, and notwithstanding
termination, Airline's liability for all rent and fees which, but for termination of the Agreement,
would have become due over the remainder of the Agreement ("Future Charges") shall not be
extinguished and Airline agrees that the Port shall be entitled, upon termination for default, to
collect as additional damages a Rental Deficiency. As used in this subsection 20.2.1, a "Rental
Deficiency" shall mean: an amount or amounts equal to Future Charges less the amount or
amounts of rental, if any, which the Port shall receive during the remainder of the Term from

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others to whom the Premises may be rented, in which case such Rental Deficiency shall be
computed and payable at Port's option either: (i) in an accelerated lump sum payment or (ii) in
monthly installments, in advance, on the first day of each calendar month following termination
of the Agreement and continuing until the date of which the Term would have expired but for
such termination, and any suit or action brought to collect any portion of Rental Deficiency
attributable to any particular month or months, shall not in any manner prejudice the Port's right
to collect any portion of Rental Deficiency by a similar proceeding. 
(c)      The Port's action pursuant to this subsection 20.2.1 shall not in any
way limit the Port in the pursuit of any other additional right or remedy available to the Port in
law or in equity by reason of Airline's default. 
20.2.2 Additional Remedies for Exclusive Premises. 
(a)      Whenever any default shall occur (other than a default pursuant to
subsection 20.1.4 upon which termination of this Agreement, at the Port's option, shall be
effective without further notice), this Agreement and all of Airline's rights thereunder shall
terminate if written notice of the default so provides. In the event such default involves space
occupied by Airline on an Exclusive Use basis, in addition to those remedies for default set forth
in subsection 20.2.1, above, upon termination the Port may re-enter and take exclusive
possession of any such Exclusive Premises and remove all persons and property from such
Exclusive Premises, without Port being liable to Airline for damage or loss thereby sustained by
Airline. The Port shall be entitled to recover from Airline, in addition to Termination Damages,
additional damages incurred because of such default, including but not limited to the costs of
removing or storing any personal property from the Exclusive Premises, the cost of re-letting the
Exclusive Premises and the costs of any necessary renovations or repairs and related expenses
("Additional Termination Damages"), together with interest on all Additional Termination
Damages at the rate of 18% per annum, or the maximum rate permitted by applicable law,
whichever is lower, from the date such Additional Termination Damages are incurred by the
Port. Airline shall have no right to or claim upon any improvements that may have been
previously installed by Airline in or on the Exclusive Premises. 
(b)     If this Agreement terminates as a result of Airline's default, the
Port shall use reasonable efforts to relet the Exclusive Premises or any part thereof, alone or
together with other Exclusive Premises, for such term or terms and for such use or uses as the
Port in its sole discretion may determine. Airline's obligations hereunder shall not be discharged
by reason or failure of Port to relet the Exclusive Premises. 
(c)      The Port's actions pursuant to this subsection 20.2.2 shall not in
any way limit the Port in pursuant of any other additional right of remedy available to the Port in
law or in equity by reason of Airline's default. 
20.3   Termination. This Agreement may be terminated in advance of its Expiration
Date in the following events: 
20.3.1 In the event the Port, in its sole discretion, shall require the use of the
Premises or any substantial portion of the Premises for a major capital improvement for public or

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private use in connection with the operation of the business of the Port, this Agreement may be
terminated by the Port by written notice delivered or mailed by the Port to Airline not less than
one (1) year before the termination date specified in the notice; or 
20.3.2 In the event that any federal, state or local government or agency or
instrumentality thereof shall, by condemnation or deed or conveyance in lieu thereof, take title,
possession or the right to possession of the Premises or any substantial portion of the Premises,
the Port may, at its option, terminate this Agreement as of the date of such taking; or 
20.3.3 In the event that any court having jurisdiction in the matter shall render a
decision which has become final and which will permanently or for a substantial period of time
prevent the performance by the Port of any of its material obligations under this Agreement, then
either party hereto may terminate this agreement by written notice. This right of termination
shall be and remain effective whether or not the Port, by taking affirmative action or by inaction,
could have prevented the rendering of the decision or could have caused the decision to be
vacated before it became final.
20.3.4 Reserved. 
20.3.5 In the event of termination of this Agreement under any of the above
subsections, all rights and obligations of the parties (with the exception of any undischarged
rights and obligations that accrued prior to the effective date of such termination) shall terminate,
and if Airline is not in default under any of the provisions of this Agreement on the effective date
of termination, any rent prepaid by Airline shall, to the extent allocable to any period subsequent
to the effective date of the termination, be promptly refunded to Airline. 
20.3.6 In the event of termination of this Agreement under subsection 20.3.1, the
Port shall reimburse Airline for the unamortized costs of any improvements to the Terminal
constructed by Airline with the Port's consent during the Term, provided, however, that the costs
of any such improvements shall be amortized on such reasonable basis as the Port may specify in
writing when the Port's consent for the improvement is given to Airline under subsection 12.3.1
of this Agreement unless Airline has previously been reimbursed by the Port for the costs of such
improvements. 
20.4   Airline's Right to Partial Termination. Airline shall have the right to terminate
its use of certain Premises prior to the expiration of this Agreement, but solely under the terms
and conditions set forth below: 
20.4.1 In the event Airline determines that its operations do not require use of all
the Preferential Premises assigned to it pursuant to subsection 2.3.1, Airline may give the Port
ninety (90) days written notice of its intent to terminate portions of its Preferential Use Premises;
provided, however, that in order to exercise its rights under this subsection, Airline shall be
required to surrender to the Port all Exclusive Premises associated with Airline's operations of
the Preferential Premises to be terminated under this subsection, unless the Port, in its sole
discretion, determines surrender of said Exclusive Premises is not required; and further provided,
however, Airline may not terminate its assignment of a Preferential Use Gate unless it is adjacent
to either a Common Use Gate or a Preferential Use Gate assigned to an Air Carrier other than

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Airline. Until the Port reassigns to other Air Carriers the Premises surrendered by Airline under
this subsection 20.4.1, the costs assigned to such surrendered Premises under subsection 8.3.2
shall be evenly redistributed among all of the rented space in the corresponding Group under
subsection 8.3.2. If the Port determines that the resulting reduction of Airline's Preferential
Premises would cause the Terminal Rents under Article 8 of the Agreement to vary substantially
from the Terminal Rents then in effect, the Port may, in its sole discretion, make mid-year
adjustments to the existing Terminal Rents as provided in Section 8.5.1. 
20.4.2 All Premises surrendered by Airline under this Section 20.4 shall be
subject to the provisions of Article 21. 
20.5   Port's Right to Partial Termination. In the event the Port determines, in its sole
discretion, that Airport operations or capital project development require the use of all or a
portion of Airline's Exclusive Premises, the Port shall provide Airline with one-hundred twenty
(120) days notice of termination of the required Exclusive Premises. If Airline is required to
move pursuant to this Section 20.5, the Port shall relocate Airline to Exclusive Premises that are
reasonably similar to those previously occupied by Airline, and shall pay for all reasonable costs
of such relocation, which shall be recoverable under Article 8.
20.6   Port's Right to Perform. All agreements and obligations to be performed by
Airline under any of the terms of this Agreement shall be at its sole cost and expense and without
any abatement of Terminal Rent or Landing Fees. If Airline shall fail to make any payment or
perform any act on its part to be performed hereunder and such failure shall continue for ten (10)
days, after notice thereof by Port, Port may, but shall not be obligated to do so, and without
waiving or releasing Airline from any obligations of Airline, make any such payment or perform
any such other act on Airline's part to be made or performed as provided in this Agreement. All
sums so paid by Port and all necessary incidental costs shall be deemed additional rent hereunder
and shall be payable to Port on demand, and Port shall have (in addition to any other right or
remedy of Port) the same rights and remedies in the event of the nonpayment thereof by Airline
as in the case of default by Airline in the payment of Terminal Rent or Landing Fees. 
20.7   Rights Related to Termination. In the event of any termination based on any
breach of the covenants, terms and conditions contained in this Agreement, all rights, powers and
privileges of Airline under this Agreement shall cease, and Airline shall immediately vacate any
portions of the Premises occupied by it under this Agreement. Airline shall have no claim of any
kind whatsoever against Port by reason of such termination or by reason of any act by Port. 
ARTICLE 21 
SURRENDER OF POSSESSION 
Airline agrees to yield and deliver to Port possession of the Premises as a result of: (i) 
the termination of this Agreement; (ii) the partial termination of Premises under Section 20.4 or
Section 20.5; (iii) the reallocation of Premises under Article 4 and/or Article 5; or (iv) the
termination of any holdover period. Upon surrender, all Premises shall be in good condition in
accordance with Airline's obligations under this Agreement, except for damage or loss due to
reasonable wear and tear, fire or other casualty, or other cause beyond Airline's control, and

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Airline shall have the right for thirty (30) days after the surrender of said Premises to remove all
furniture, equipment and trade fixtures; subject, however, to any valid lien which Port may have
thereon for unpaid rentals or fees. Such removal shall not damage the Premises. If damage
results from such removal, Airline shall restore the Premises to as good condition as they were
prior to removal, normal wear and tear excepted. 
ARTICLE 22 
HOLDING OVER 
If Airline shall, with the consent of Port, hold over after the expiration or sooner
termination of this Agreement, the resulting tenancy shall, unless otherwise mutually agreed, be
on a month-to-month basis and may be terminated by the Port or Airline at any time on thirty
(30) days written notice to the other party. During such month-to-month tenancy, Airline shall
continue to pay Terminal Rent and Landing Fees and shall be bound by all of the provisions of
this Agreement, insofar as they may be pertinent, unless different terms and conditions shall be
agreed upon. 
ARTICLE 23 
ENVIRONMENTAL STANDARDS 
23.1   Definitions. For purposes of this Article 23, the following terms shall have the
following meanings: 
23.1.1 "Environmental Law" means any environmentally related state or federal
law, regulation, ordinance, permit or order (including without limitation any final order of any
court of competent jurisdiction), now or hereafter in effect. 
23.1.2 "Hazardous Substances" means any substance or material defined or
designated as a hazardous waste, toxic substance, or other pollutant or contaminant by any
Environmental Law. 
23.1.3 "Release" means any spilling, leaking, pumping, pouring, emitting,
discharging, leaching, dumping or disposing into or on any property or the environment.
Petroleum spills of less than five (5) gallons are excluded unless water or soil are impacted. 
23.2   Restriction on Hazardous Substances. Airline shall not allow the presence or
Release on the Airport of any Hazardous Substance that is in violation of any Environmental
Law. Airline shall not allow any Hazardous Substances first Released during the Term to
migrate off the Airport or allow the Release of any Hazardous Substances into adjacent surface
waters, soils, underground waters or air in violation of any Environmental Law. At the
reasonable written request of the Port, Airline shall provide the Port with Airline's USEPA
Waste Generator Number. Airline shall immediately notify the Port in writing should Airline
become aware of: (1) any Release of any Hazardous Substances or the occurrence of any other
environmental problem or liability with respect to the Airport or any real property adjoining or in
the vicinity of the Airport; (2) any notice given to Airline from any third party with respect to

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any Release or threat of Release of any Hazardous Substances; or (3) the commencement of any
litigation or any information relating to any threat of litigation relating to any alleged
unauthorized Release of any Hazardous Substances or other environmental contamination,
liability or problem with respect to the Airport. In addition to any remedy provided in this
Agreement, the Port shall be entitled to full reimbursement from Airline whenever the Port
incurs any reasonable costs directly attributable to Airline's use or management of Hazardous
Substances at the Airport, including but not limited to, costs of clean-up or other remedial
activities, fines or penalties assessed directly against the Port, and injuries to third persons or
other properties. 
23.3   Compliance and Remediation. Airline shall at all times conduct its business at
the Airport in compliance with all applicable Environmental Laws and if Airline or the Premises
is in violation of any Environmental Law concerning the presence, use, Release or threat of
Release of Hazardous Substances or any other Environmental Law (whether or not pertaining to
Hazardous Substances), Airline shall promptly take such action as is reasonably necessary to
remedy and cure the violation. 
23.4   Port Remedies. If Airline, or the Premises because of actions that occur during
the Term, is in violation of any Environmental Law concerning Hazardous Substances and
Airline does not act promptly to take such action as is reasonably necessary to remedy and cure
the violation, the Port has the right, but not the obligation, to come onto the Premises, to act in
place of the Airline (Airline hereby appoints the Port as its agent for such purposes) and to take
such action reasonably necessary to cure the violation. If the Port has a reasonable belief that
Airline's actions or inactions present a threat of violation or a threat of damage to the Premises,
the Port reserves the right to enter onto the Premises and take such corrective or mitigating action
as the Port deems reasonably necessary. All reasonable costs and expenses incurred by the Port
in connection with any such actions shall become due and payable by Airline thirty (30) days
after presentation of an invoice to the extent caused by Airline's violation of Environmental
Law. 
23.5   Access to Premises. At the forty eight (48) hour advance request of the Port, the
Airline shall grant access to the Premises to conduct an annual environmental inspection. The
Port shall conduct the inspection in a manner that does not unduly interfere with Airline's
operation. In addition, Airline shall permit the Port access to the Premises at any reasonable time
upon reasonable notice for the purpose of conducting environmental testing. Prior to conducting
environmental testing, the Port shall provide written notice to Airline concerning the planned
testing procedures and locations. The results of such testing shall be provided to Airline as well.
In the event of an emergency, Airline shall immediately grant the Port access to the Premises for
any necessary environmental response activities, including environmental testing needed in
response to the emergency. 
23.6   Vacating of Premises. Prior to vacating the Premises, in addition to all other
requirements under this Agreement, Airline shall remove any Hazardous Substances placed on
the Premises during the Term by Airline, or as a result of Airline's use or occupancy of the
Premises and shall demonstrate such removal to the Port's reasonable satisfaction. This
reasonable removal and demonstration shall be a condition precedent to the Port's return of any

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portion of the Security Deposit, if any, to Airline upon termination or expiration of this
Agreement. 
23.7   Environmental Indemnity. Without limiting any indemnities provided in this
Agreement for other than environmental matters, and except for Excluded Environmental
Claims, as hereinafter defined, Airline agrees to defend, indemnify and hold the Port free and
harmless from any and all claims, causes of action, regulatory demands, liabilities, fines,
penalties, losses, and expenses, including without limitation clean-up or other remedial costs
(and including actually incurred reasonable attorneys' fees, costs and all other reasonable
litigation expenses when incurred and whether incurred in defense of actual litigation or in
reasonable anticipation of litigation), arising from the existence or discovery of any Hazardous
Substance on the Premises or at the Airport, or the Release of any Hazardous Substance from the
Premises to other properties or into the surrounding environment or from any other violation of
Environmental Law, whether made, commenced or incurred during the Term, or made,
commenced or incurred after the expiration or termination of this Agreement, directly
attributable to Airline's actions during the Term or any holdover period. For purposes of this
Section 23.7, "Excluded Environmental Claims" shall mean, any claims, causes of action,
demands, liabilities, fines, penalties, costs, expenses or any other liabilities, to the extent caused
by or arising from (A) the migration of Hazardous Substances not first Released during the
Term; and (B) the movement of Hazardous Substances first Released outside the Premises onto
or under the Premises due to leaching or the flow of groundwater, provided that Airline is not
otherwise responsible for the off-Premises Release that introduced the migrating Hazardous
Substances into the environment. 
ARTICLE 24 
MISCELLANEOUS PROVISIONS 
24.1   No Personal Liability. 
No director, officer, agent or employee of either party shall be charged personally or
contractually liable by or to the other party under any term or provision of this Agreement or
because of any breach of this Agreement or because of their execution or attempted execution of
this Agreement. 
24.2   Governing Law.
This Agreement shall be deemed to have been made in, and be construed in accordance
with the laws of, the State of Washington. 
24.3   No Waiver.
No waiver of default of any of the terms, covenants and conditions of this Agreement to
be performed, kept and observed by the other party shall be construed as, or operate as, a waiver
of any subsequent default of any of the terms, covenants or conditions of this Agreement to be
performed, kept and observed by the other party. 

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24.4   No Exclusive Remedy.
No remedy provided by this Agreement shall be deemed to be exclusive. 
24.5   Subordination to Sponsor's Assurance Agreement.
This Agreement shall be subordinate and subject to the terms of any "Sponsor's
Assurance Agreement" or like agreement that has been or may be furnished to the FAA by the
Port or required by law. 
24.6   SEC Rule 15c2-12.
Airline, upon request by the Port, shall provide the Port with such information as the Port
may reasonably request in writing to comply with the Port's continuing disclosure requirements
under SEC Rule 15c2-12 as it may be amended from time to time, provided, however, that
Airline may in lieu of providing the requested information direct the Port to an Airline or SEC
website where the requested information is then currently available. 
24.7   Force Majeure.
Neither the Port nor Airline shall be deemed in violation of this Agreement if it is
prevented from performing any of its obligations under this Agreement by reason of strikes,
boycotts, labor disputes subject to the provisions of Section 24.22, embargoes, shortages of
material, acts of terrorism, riots, rebellion, sabotage or any other casualty which is not within its
control; provided, however, that these provisions shall not excuse Airline from payment of the
Landing Fees, Terminal Rents and other rates and charges specified in Article 8. 
24.8   Severability.
In the event any covenant, condition or provision in this Agreement is held to be invalid
by a court of competent jurisdiction, the invalidity of any such covenant, condition or provision
shall in no way affect any other covenant, condition or provision in this Agreement, provided the
invalidity of any such covenant, condition or provision does not materially prejudice either the
Port or Airline in their respective rights and obligations contained in the valid covenants,
conditions and provisions of this Agreement. 
24.9   Headings.
The headings of the several sections of this Agreement are inserted only as a matter of
convenience and for reference and in no way define, limit or describe the scope or intent of any
provisions of this Agreement, and shall not be construed to affect in any manner the terms and
provisions, of or the interpretation or construction, of this Agreement. 



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24.10  Exclusiveness of Airline's Rights.
Nothing contained in this Agreement shall be deemed to grant to Airline any exclusive
right or privilege within the meaning of 49 U.S.C.  40103(e) with respect to activity on the
Airport, except that, subject to the terms and provisions of this Agreement, Airline shall have the
right to exclusive possession of any Exclusive Premises made available to Airline under the
provisions of this Agreement. 
24.11  Withholding Required Approvals.
Whenever the approval or consent of the, Port or Airline is required by this Agreement,
no such approval or consent shall be unreasonably refused, withheld or delayed. 
24.12  Successors and Assigns.
All of the terms, provisions, covenants, stipulations, conditions and considerations in this
Agreement shall extend to and bind the legal representatives, successors, and assigns of each
party to this Agreement. 
24.13  Taxes.
Airline recognizes and understands that this Agreement may create a possessory interest
subject to property taxation, including state leasehold tax, and that Airline may be subject to the
payment of property taxes levied on such interest. Airline shall be liable for, and shall pay
throughout the Term, all taxes payable for, or on account of, the activities conducted by Airline
on the Airport and all taxes on the personal property of Airline on the Premises and any taxes on
the Premises or on any property interest created by this Agreement and any taxes levied in lieu of
a tax on any such property interest and any taxes levied on, or measured by, the Terminal Rents
and other charges payable under this Agreement, whether imposed on Airline or on the Port.
Airline shall reimburse the Port for all such taxes paid or payable by the Port. With respect to
any such taxes payable by the Port that are levied on, or measured by, the Terminal Rents or
other charges payable under this Agreement, Airline shall pay to the Port with each payment an
amount equal to the tax levied on, or measured by, that particular payment. All other tax
amounts for which the Port is or will be entitled to reimbursement from Airline shall be payable
by Airline to the Port at least fifteen (15) days prior to the due dates of the respective tax
amounts involved, provided that Airline shall be entitled to a minimum of ten (10) days written
notice of the amounts payable by it. 
24.14  Exhibits.
All exhibits referred to in this Agreement and which may, from time to time, be referred
to in any duly executed amendment to this Agreement are (and with respect to future
amendments, shall be) by such reference incorporated in this Agreement and shall be deemed a
part of this Agreement as fully as if set forth within it. 


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24.15  Entire Agreement.
This Agreement supersedes the 2006 SLOA, if any, between Airline and the Port;
provided, however, that any approvals obtained from either party under the provisions of the
2006 SLOA shall survive its termination. The parties intend that this Agreement shall be the
final expression of their agreement with respect to its subject matter and may not be contradicted
by evidence of any prior or contemporaneous written or oral agreements or understandings. The
parties further intend that this Agreement shall constitute the complete and exclusive statement
of its terms and that no extrinsic evidence whatsoever (including prior drafts of the Agreement)
may be introduced in any judicial, administrative or other legal proceeding involving this
Agreement. 
24.16  Amendments.
Except as specifically provided herein, neither this Agreement, nor any of its term or
provisions, may be changed, waived, discharged or terminated, except by a written instrument
signed by the party against which the enforcement of the change, waiver, discharge or
termination is sought. 
24.17  No Third-Party Beneficiaries.
There are no third-party beneficiaries to this Agreement. 
24.18  No Joint Venture.
It is expressly agreed that the Parties are not, in any way or for any purpose, partners and
therefore do not assume any responsibilities for one another.
24.19  Attorneys' Fees. 
In the event that either party shall be required to bring any action to enforce any of the
provisions of this Agreement, or shall be required to defend any action brought by the other party
with respect to this Agreement, and in the further event that one party shall substantially prevail
in such action, the losing party shall pay all of the prevailing party's reasonable costs and
reasonable attorneys fees as determined by the court. In the event the Port or Airline is
represented by in-house attorneys in such action, such attorneys' fees shall be computed at
hourly rates charged by attorneys of comparable experience in private practice in Seattle;
provided, however, that Airlines shall only be required to pay to the Port the difference between
the total attorneys fees owed by Airline and the amount direct billed to the Port by its in-house
counsel. 
24.20  Liens and Encumbrances.
Airline shall keep the Premises free and clear of any liens and encumbrances arising or
growing out of Airline's use and occupancy of the Premises or activities at the Airport. Airline
agrees to fully indemnify and defend the Port in connection with any such liens filed against the
Premises. At the Port's request, Airline shall furnish the Port with written proof of payment of
any item that would or might constitute the basis for such a lien on the Premises if not paid. 

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24.21  Notices.
All notices and payments under this Agreement may be delivered or mailed. If delivered
by messenger or courier (including overnight air courier), they shall be deemed delivered when
received at the street addresses listed in Article 1. If mailed, they shall be sent to the Port's
Address and Airline's Address as provided in Article 1, respectively, or to such other respective
addresses as either party may from time to time designate in writing. All notices and payments
mailed by regular post (including first class) shall be deemed to have been given on the second
business day following the date of mailing, if properly mailed and addressed. Notices and
payments sent by certified or registered mail shall be deemed to have been given on the third
business day following the date of mailing, if properly mailed and addressed. For all types of
mail, the postmark affixed by the United States Postal Service shall be conclusive evidence of
the date of mailing. 
24.22  Labor Disputes.
Airline agrees to use reasonable efforts to avoid disruption to the Port, its tenants or
members of the public, arising from labor disputes involving Airline, and in the event of a strike,
picketing, demonstration or other labor difficulty involving Airline, to use its good offices,
including the utilization of available legal remedies, to minimize or eliminate any disruption to
the Port, its tenants or members of the public, arising from such strike, picketing, demonstration
or other labor difficulty. 
24.23  Agreement Not to Grant More Favorable Terms. 
During the Term, the Port agrees not to enter into any lease, contract or other agreement
with any other Air Carrier conducting operations at the Airport that contains rates and charges
more favorable to such Air Carrier than the rates and charges payable by Airline under this
Agreement, unless the Port also makes those more favorable terms available to Airline. The
provisions of this Section 24.23 shall in no way limit, impair or interfere with the Port's ability to
charge or establish such rates and charges as the Port may deem applicable when entering into
any lease, contract or other agreement with any party that is not an Air Carrier. 






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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the
Effective Date. 
PORT OF SEATTLE 
a municipal corporation 

By: ______________________________ 
Name: ___________________________ 
Title: _____________________________ 
AIRLINE:  
 
By: ______________________________ 
Name: ___________________________ 
Title: _____________________________ 










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STATE OF WASHINGTON ) 
) ss. 
COUNTY OF KING       ) 
I certify that I know or have satisfactory evidence that ______________________ is the
person who appeared before me, and said person acknowledged that (he/she) signed this
instrument, on oath stated that (he/she) was authorized to execute the instrument and
acknowledged it as the _________________________ of the PORT OF SEATTLE, a municipal
corporation of the State of Washington, to be the free and voluntary act of such party for the uses
and purposes mentioned in the instrument.
SUBSCRIBED AND SWORN to before me this __________ day of
____________________, 2013. 

Notary Public in and for the State of Washington,
residing at:___________________________ 
My Commission Expires: _______________ 
STATE OF ___________________ ) 
) ss. 
COUNTY OF _________________ ) 
I certify that I know or have satisfactory evidence that ______________________ is the
person who appeared before me, and said person acknowledged that (he/she) signed this
instrument, on oath stated that (he/she) was authorized to execute the instrument and
acknowledged it as the _________________________ of ______________, a ______________,
of the State of _________________, to be the free and voluntary act of such party for the uses
and purposes mentioned in the instrument.
SUBSCRIBED AND SWORN to before me this __________ day of
____________________, 2013. 

Notary Public in and for the State of ___________,
residing at:___________________________ 
My Commission Expires:________________ 





63

EXHIBIT B 

SEATAC INTERNATIONAL AIRPORT
LEGAL DESCRIPTION
(AS OF APRIL, 2003)

THOSE PORTIONS OF SECTIONS 16, 20, 21, 28, 29, 32 AND 33, ALL IN TOWNSHIP 23
NORTH, RANGE 4 EAST, W.M., AND SECTIONS 4,5,8,AND 9 TOWNSHIP 22 NORTH,
RANGE 4 EAST, W.M., ALL IN KING COUNTY, WASHINGTON, MORE FULLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SECTION 21, THENCE S 132'40" W
A DISTANCE OF 687.14 FEET, TO THE INTERSECTION OF THE SOUTH MARGIN OF
SO. 146TH ST. AND THE CENTERLINE OF 16TH AVE. S. AND THE TRUE POINT OF
BEGINNING,
THENCE S 89 42' 53" E ALONG SAID MARGIN A DISTANCE OF 2599.82 FEET, TO THE
WEST
MARGIN OF 24TH AVE. SOUTH;
THENCE S 1 12' 07" W ALONG SAID MARGIN A DISTANCE OF 2344.66 FEET;
THENCE N 88 47' 53" W A DISTANCE OF 65.00 FEET;
THENCE S 1 12' 07" A DISTANCE OF 259.67 FEET, TO THE NORTHERLY MARGIN OF
S 154TH ST.;
THENCE N 89 07' 21" W A DISTANCE OF 65.00 FEET;
THENCE S 1 06' 32" W A DISTANCE OF 77.51 FEET, TO THE POINT OF CURVE TO THE
LEFT
HAVING A RADIUS OF 230.00 FEET WITH A CENTRAL ANGLE OF 9013'23"
WHOSE TERMINUS   POINT BEARS S 88 53' 28" E, AN ARC DISTANCE OF 362.25
FEET TO A POINT OF TANGENCY;
THENCE N 0 53' 09" E A DISTANCE OF 171.00 FEET;
THENCE S 87 36' 22" E A DISTANCE OF 228.00 FEET, TO A POINT OF INTERSECTION
WITH A
CURVE TO THE RIGHT HAVING A RADIUS OF 835.00 FEET, WITH A CENTRAL
ANGLE OF 3449'38" WHOSE TERMINUS POINT BEARS S 0 52' 40" W AN ARC
DISTANCE OF 507.55 FEET TO A POINT OF TANGENCY;
THENCE S 54 17' 42" E A DISTANCE OF 389.30 FEET, TO A POINT OF CURVE TO THE
RIGHT
HAVING A RADIUS OF 635.00 FEET, WITH A CENTRAL ANGLE OF 8956'15"
WHOSE TERMINUS POINT BEARS S 35 42' 18" W AN ARC DISTANCE OF 996.76
FEET TO A POINT OF TANGENCY;
THENCE S 35 38' 33" W DISTANCE OF 611.29 FEET, TO A POINT OF CURVE TO THE
LEFT HAVING
A RADIUS OF 1965.00 FEET, WITH A CENTRAL ANGLE OF 337'29" WHOSE
TERMINUS POINT BEARS S 54 21' 27" E, AN ARC DISTANCE OF 124.31 FEET, TO A
POINT ON THE NORTH MARGIN OF SO. 160TH ST.;
THENCE S 89 08' 57" E ALONG SAID MARGIN A DISTANCE OF 434.00 FEET;
THENCE S 1 27' 39" W A DISTANCE OF 30.00 FEET, TO THE NORTHWEST CORNER
OF THE
NORTHEAST QAURTER OF THE NORTHEAST QUARTER OF SECTION 28;
THENCE CONTINUING S 1 27' 39" W A DISTANCE OF 814.56 FEET;

Page 1 of 11

EXHIBIT B 

THENCE N 89 09' 37" W A DISTANCE OF 657.02 FEET;
THENCE S 1 31' 52" W A DISTANCE OF 1809.53 FEET, TO THE SOUTH LINE OF THE
NORTHEAST
QUARTER
OF SECTION 28;
THENCE S 1 36' 48" W A DISTANCE OF 682.20 FEET, TO THE SOUTHERLY MARGIN
OF S. 170TH
STREET;
THENCE S 88 58' 49" E A DISTANCE OF 330.33 FEET;
THENCE S 1 33' 10" W A DISTANCE OF 623.29 FEET;
THENCE S 88 47' 28" E A DISTANCE OF 490.00 FEET, TO A POINT ON A CURVE OF
THE
WESTERLY MARGIN OF INTERNATIONAL BOULEVARD (U.S. HIGHWAY 99), SAID
CURVE TO THE LEFT HAVING A RADIUS OF 5779.58 FEET, WITH A CENTRAL
ANGLE OF 653'44" WHOSE TERMINUS POINT BEARS
S 84 50' 31" E AN ARC DISTANCE OF 695.56 FEET TO A POINT OF TANGENCY;
THENCE SOUTHERLY ALONG SAID MARGIN TO THE NORTHWEST CORNER OF
TRACT 20, BOW
LAKE TRACTS UNRECORDED;
THENCE CONTINUE SOUTHERLY ALONG SAID MARGIN A DISTANCE OF 21.40 FEET;
THENCE S 87 58' 45" W A DISTANCE OF 96.00 FEET;
THENCE S 40 44' 36' W A DISTANCE OF 92.76 FEET;
THENCE N 88 10' 06' W A DISTANCE OF 0.57 FEET;
THENCE S 41 29' 37' W A DISTANCE OF 142.37 FEET;
THENCE CONTINUING S 41 29' 37' W A DISTANCE OF 196.34 FEET;
THENCE S 23 31' 31" W TO THE EAST MARGIN OF 28TH AVE SOUTH;
THENCE N 89 39' 32" W A DISTANCE OF 40 FEET TO THE WEST MARGIN OF 28TH 
AVE. SOUTH; THENCE SOUTHERLY ALONG SAID MARGIN TO THE NORTHERLY
MARGIN OF SOUTH 188TH ST;
THENCE CONTINUING S 3 11' 54" W A DISTANCE OF 265.02 FEET;
THENCE N 88 09' 20" W A DISTANCE OF 10.00 FEET;
THENCE S 3 11' 54" W A DISTANCE OF 713.15 FEET;
THENCE S 87 41' 50" E A DISTANCE OF 10.00 FEET;
THENCE S 3 11' 54" W A DISTANCE OF 138.23 FEET;
THENCE N 87 41' 50" W A DISTANCE OF 10.00 FEET;
THENCE S 3 11' 54" W A DISTANCE OF 200.00 FEET, TO THE NORTHERLY MARGIN
OF S 192ND ST.
THENCE S 87 41' 50" E A DISTANCE OF 30.01 FEET;
THENCE S 3 11' 54" W A DISTANCE OF 30.01 FEET, TO THE INTERSECTION OF
SOUTH 192ND ST.
AND 28TH AVENUE SOUTH, THE INTERSECTION BEING THE SOUTHWEST CORNER
OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 33;
THENCE N 87 41' 50" W A DISTANCE OF 262.81 FEET;
THENCE S 0 00' 00" E A DISTANCE OF 285.00 FEET;
THENCE N 87 41' 50" W A DISTANCE OF 30.00 FEET;
THENCE S 0 00' 00" E A DISTANCE OF 32.56 FEET;
THENCE N 87 41' 50" W A DISTANCE OF 105.00 FEET;
THENCE S 0 00' 00" E A DISTANCE OF 256.50 FEET;
THENCE N 87 28' 20" W A DISTANCE OF 264.48 FEET;

Page 2 of 11

EXHIBIT B 

THENCE S 1 00' 00" E A DISTANCE OF 174.79 FEET TO THE NORTH BOUNDARY LINE
OF
LOWES TERRACE AS RECORDED IN VOLUME 49 OF PLATS, PAGE 9 RECORDS OF
KING COUNTY;
THENCE EASTERLY ALONG SAID BOUNDARY LINE TO THE WEST MARGIN OF 28TH 
AVE
SOUTH;
THENCE SOUTHERLY ALONG SAID MARGIN TO THE NORTH MARGIN OF SOUTH
200TH ST;
THENCE WESTERLY ALONG SAID MARGIN TO THE EAST MARGIN OF 18TH AVE
SOUTH;
THENCE N 88 26' 13" W A DISTANCE OF 264.40 FEET TO THE WEST MARGIN OF
STATE
HIGHWAY S.R. 509;
THENCE CONTINUING N 88 26' 13" W A DISTANCE OF 662.69 FEET TO THE WEST
LINE OF
SECTION 4, THE CORNER BEING N 3 59' 14" W A DISTANCE OF 30.14 FEET FROM
THE WEST QUARTER CORNER OF SECTION 4;
THENCE CONTINUING WESTERLY ALONG THE NORTH MARGIN OF SOUTH 200TH ST.
TO THE EAST MARGIN OF 15TH AVE SOUTH;
THENCE NORTHERLY ALONG SAID MARGIN TO THE NORTH MARGIN OF SOUTH
198TH
STREET;
THENCE WESTERLY ALONG SAID MARGIN TO THE EAST MARGIN OF 13TH AVE
SOUTH;
THENCE NORTHERLY ALONG SAID MARGIN TO THE NORTH MARGIN OF SOUTH
196TH PLACE;
THENCE WESTERLY ALONG SAID MARGIN TO THE SOUTHWEST CORNER OF LOT 6,
KOESSNER
ADDITION AS RECORDED IN VOLUME 57 OF PLATS, PAGES 75-77;
THENCE NORTHERLY ALONG THE WEST LOT LINE OF SAID LOT TO THE SOUTH
MARGIN OF
SOUTH 196TH STREET;
THENCE EASTERLY ALONG SAID MARGIN TO THE WEST MARGIN OF STATE
HIGHWAY S.R. 509;
THENCE CONTINUING ALONG SAID MARGIN TO THE WEST LINE OF SECTION 4-22-
4;
THENCE NORTHERLY ALONG SAID SECTION LINE TO THE NORTH MARGIN OF
SOUTH 188TH
STREET;
THENCE WESTERLY ALONG SAID MARGIN TO THE EASTERLY MARGIN OF STATE
HIGHWAY
SR 509;
THENCE NORTHWESTERLY ALONG SAID MARGIN TO THE EAST MARGIN OF DES
MOINES
MEMORIAL DRIVE;
THENCE NORTHERLY ALONG SAID MARGIN TO THE SOUTH MARGIN OF SOUTH
144TH STREET;
THENCE EASTERLY ALONG SAID MARGIN TO THE WEST MARGIN OF 16TH AVE
SOUTH;
THENCE SOUTHERLY ALONG SAID MARGIN TO THE SOUTH MARGIN OF SOUTH
146TH STREET;

Page 3 of 11

EXHIBIT B 

THENCE EASTERLY ALONG SAID MARGIN TO THE CENTERLINE OF 16TH AVE
SOUTH AND THE
TRUE POINT OF BEGINNING.
EXCEPT:
ALL DEDICATED ROADWAYS AND STATE HIGHWAYS SR 509 AND SR 518 RIGHT OF
WAYS WITHIN THE ABOVE DESCRIBED BOUNDARY
KING COUNTY ASSESSOR
PARCEL NUMBER 2123049034
PARCEL NUMBER 2023049081
PARCEL NUMBER 2023049283
PARCEL NUMBER 2023049340
PARCEL NUMBER 2023049058
PARCEL NUMBER 2023049110
PARCEL NUMBER 2023049234
PARCEL NUMBER 2023049125
PARCEL NUMBER 2023049229
ALSO:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 16, TOWNSHIP23 NORTH,
RANGE 4 EAST, BEING THE TRUE POINT OF BEGINNING;
THENCE NORTHERLY ALONG WEST LINE OF SAID SECTION TO THE NORTH
MARGIN OF
SOUTH 144TH STREET;
THENCE WESTERLY ALONG SAID MARGIN TO THE EAST MARGIN OF DES MOINES
MEMORIAL DRIVE;
THENCE NORTHERLY ALONG SAID MARGIN TO THE SOUTH MARGIN OF SOUTH
128TH ST;
THENCE EASTERLY TO THE WEST MARGIN OF 18TH AVE. SOUTH;
THENCE SOUTHERLY ALONG SAID MARGIN TO THE SOUTH MARGIN OF SOUTH
130TH ST;
THENCE EASTERLY ALONG SAID MARGIN TO THE EAST MARGIN OF 20TH AVE.
SOUTH;
THENCE NORTHERLY ALONG SAID MARGIN TO THE SOUTH MARGIN OF SOUTH
128TH ST;
THENCE EASTERLY TO THE EAST LINE OF THE WEST HALF OF THE WEST HALF OF
THE
NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 16;
THENCE SOUTHERLY ALONG SAID LINE TO THE SOUTHEAST CORNER OF LOT 12,
J.F.
ORD'S HOME TRACTS, AS RECORDED IN VOLUME 20 OF PLATS, PAGE 11;
THENCE EASTERLY ALONG THE SOUTH LINE OF SAID LOT TO THE NORTHEAST
CORNER
OF LOT 7 IN SAID PLAT;
THENCE SOUTHERLY ALONG THE EAST LINE OF SAID LOT TO THE SOUTH MARGIN
OF
SOUTH 136TH STREET;
THENCE EASTERLY ALONG SAID MARGIN TO THE WEST MARGIN OF 24TH AVE.
SOUTH;

Page 4 of 11

EXHIBIT B 

THENCE SOUTHERLY ALONG SAID MARGIN TO THE NORTH MARGIN OF SOUTH
146TH ST;
THENCE WESTERLY ALONG SAID MARGIN TO THE WEST LINE OF SECTION 21;
THENCE NORTHERLY ALONG SAID LINE TO THE NORTHWEST CORNER OF
SECTION 21
AND THE TRUE POINT OF BEGINNING.
EXCEPT;
ALL DEDICATED ROADWAYS LYING WITHIN THE ABOVE DESCRIBED BOUNDARY.
KING COUNTY ACCESSOR
PARCEL NUMBER 6083000142
PARCEL NUMBER 6083000122
PARCEL NUMBER 6083000150
PARCEL NUMBER 6083000148
PARCEL NUMBER 6083000146
PARCEL NUMBER 6083000143
PARCEL NUMBER 1623049079
PARCEL NUMBER 1623049407
PARCEL NUMBER 1623049238
PARCEL NUMBER 1623049181
PARCEL NUMBER 2123049121
PARCEL NUMBER 2123049036
PARCEL NUMBER 1723049076
PARCEL NUMBER 1723049178
PARCEL NUMBER 1723049156
ALSO:
COMMENCING AT THE CENTER OF SECTION 4, TOWNSHIP 22 NORTH, RANGE 4
EAST,
THENCE SOUTH ALONG SECTION LINE TO THE INTERSECTION WITH THE SOUTH
MARGIN OF SOUTH 200TH STREET AND THE TRUE POINT OF BEGINNING;
THENCE CONTINUING ALONG SAID SECTION LINE TO THE NORTH QUARTER
CORNER OF
SECTION 9, TOWNSHIP 22N, RANGE 4E;
THENCE CONTINUING SOUTH ALONG SECTION LINE TO THE CENTER OF SECTION
9;
THENCE WESTERLY ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER TO
THE
WEST QUARTER CORNER;
THENCE NORTHERLY ALONG THE WEST SECTION LINE TO THE SOUTH MARGIN OF
16TH
AVE. SOUTH;
THENCE WESTERLY TO THE SOUTHEAST CORNER OF LOT 8 OF CORDELL TRACTS
NO. 3, AS
RECORDED IN VOLUME 67, BOOK OF PLATS, PAGE 70;
THENCE NORTHERLY ALONG THE EAST BOUNDARY OF SAID PLAT TO THE
NORTHEAST

Page 5 of 11

EXHIBIT B 

CORNER OF LOT 6 OF SAID PLAT AND THE SOUTHWEST MARGIN OF 15TH AVE.
SOUTH;
THENCE EASTERLY ALONG SOUTH MARGIN OF 15TH AVE. SOUTH TO THE
SOUTHWEST
CORNER OF LOT 5, CORDELL TRACTS, AS RECORDED IN VOLUME 64, BOOK OF
PLATS,
PAGE 70;
THENCE CONTINUING EASTERLY ALONG SOUTH LINE OF SAID PLAT TO THE
SOUTHEAST
CORNER OF LOT 5;
THENCE NORTHERLY TO THE NORTHEAST CORNER OF LOT 8 IN SAID PLAT AND
THE
INTERSECTION WITH THE SOUTH MARGIN OF SOUTH 208TH STREET;
THENCE CONTINUING NORTHERLY ALONG THE SAME LINE TO THE NORTH
MARGIN OF
SOUTH 208TH STREET;
THENCE WESTERLY ALONG SAID MARGIN TO THE SOUTHWEST CORNER OF LOT
19,
BLOCK 81, SEELEY'S ADDITION TO THE CITY OF DES MOINES, AS RECORDED IN
VOLUME 15, BOOK OF PLATS, PAGE 59;
THENCE NORTHERLY ALONG THE WEST LINE OF BLOCK 81 AND CONTINUING
NORTH TO THE NORTH MARGIN OF SOUTH 201ST STREET;
THENCE WESTERLY ALONG SAID MARGIN TO THE EAST MARGIN OF 15TH AVE.
SOUTH;
THENCE NORTHERLY TO THE SOUTH MARGIN OF SOUTH 200TH STREET;
THENCE EASTERLY ALONG SAID MARGIN TO THE TRUE POINT OF BEGINNING.
EXCEPT:
ALL DEDICATED ROADWAYS AND STATE HIGHWAY S.R.509 RIGHT OF WAY.
KING COUNTY ASSESSOR
PARCEL NUMBER 0422049031
PARCEL NUMBER 6663000101
PARCEL NUMBER 5251100095
PARCEL NUMBER 0422049032
PARCEL NUMBER 0422049186
PARCEL NUMBER 0422049025
PARCEL NUMBER 0922049006
PARCEL NUMBER 0922049263
PARCEL NUMBER 2782400190
ALSO:
A PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 21 AND THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF
SECTION 22, TOWNSHIP 23 NORTH, RANGE 4 EAST W.M. IN THE CITY OF SEA-TAC,
KING COUNTY, WASHINGTON DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 21, THENCE S 89 24'
10" E
ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 32.66 FEET

Page 6 of 11

EXHIBIT B 

THENCE N 00 35' 50" W, PERPENDICULAR TO SAID SOUTH LINE, A DISTANCE OF
30.00 FEET
TO THE NORTH MARGIN OF SOUTH 160TH STREET AND THE TRUE POINT OF
BEGINNING;
THENCE S 89 24' 10" W, PARALLEL TO SAID SOUTH LINE A DISTANCE OF 1171.44
FEET TO THE SOUTHEASTERLY MARGIN OF SR 518, THE AIRPORT ACCESS
FREEWAY;
THENCE N 33 37' 38" E ALONG SAID SOUTHEASTERLY MARGIN A DISTANCE OF
157.41
FEET;
THENCE N 43 33' 02" E A DISTANCE OF 200.05 FEET;
THENCE N 40 36' 28" E A DISTANCE OF 312.55 FEET;
THENCE N 44 24' 06" E A DISTANCE OF 449.98 FEET;
THENCE N 52 17' 49"E A DISTANCE OF 474.38 FEET;
THENCE S 58 44' 35" E A DISTANCE OF 90.81 FEET TO THE EAST LINE OF SAID
SECTION 21;
THENCE S 00 25' 29" E ALONG THE SAID EAST LINE, A DISTANCE OF 863.26 FEET;
THENCE N 89 24' 10" E PARALLEL TO THE SOUTH LINE OF SAID SECTION 21, A
DISTANCE
OF 37.55 FEET TO THE NORTHWESTERLY MARGIN OF SR 99, INTERNATIONAL
BOULEVARD;
THENCE S 18 44' 29" W ALONG SAID MARGIN, A DISTANCE OF 214.13 FEET TO THE
TRUE
POINT OF BEGINNING.
ALSO:
LOTS 1 THROUGH 14 IN THE PLAT OF LEBECK'S ADDITION, A PORTION OF WILDON
UNRECORDED IN THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 28, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M. IN THE CITY OF SEA-TAC,
KING COUNTY, WASHINGTON.
ALSO:
THAT PORTION OF THE EAST HALF OF SECTION 21, TOWNSHIP 23 NORTH, RANGE 4
EAST, W.M., IN KING COUNTY, WASHINGTON DESCRIBED AS FOLLOWS:
PARCEL "A"
BEGINNING AT THE SOUTH QUARTER CORNER OF SECTION 21 TOWNSHIP 23
NORTH, RANGE 4 EAST, W.M.,
THENCE N 111'59" E A DISTANCE OF 2,645.25 FEET;
THENCE S 8848'01" E A DISTANCE OF 183.18 FEET TO THE TRUE POINT OF
BEGINNING;
THENCE S 8912'49" E A DISTANCE OF 1,122.34 FEET;
THENCE S 103'30" W A DISTANCE OF 583.45 FEET;
THENCE N 8907'39" W A DISTANCE OF 68.16 FEET;
THENCE N 0052'21" E A DISTANCE OF 19.00 FEET;
THENCE N 8658'55" W A DISTANCE OF 110.34 FEET;
THENCE N 5403'28" W A DISTANCE OF 52.50 FEET;
THENCE N 6127'40" W A DISTANCE OF 408.85 FEET;

Page 7 of 11

EXHIBIT B 

THENCE N 6327'44" W A DISTANCE OF 596.23 FEET;
THENCE N 111'59" E A DISTANCE OF 80.39 FEET TO CLOSE AT THE TRUE POINT OF
BEGINNING.
SUBJECT TO EASEMENTS, RESERVATIONS, COVENANTS AND RESTRICTIONS OF
RECORD.
PARCEL "B"
BEGINNING AT THE SOUTH QUARTER CORNER OF SECTION 21, TOWNSHIP 23
NORTH, RANGE 4 EAST, W.M.;
THENCE N 111"59" E A DISTANCE OF 2,773.93 FEET;
THENCE S 8848'01" E A DISTANCE OF 30.00 FEET TO THE TRUE POINT OF
BEGINNING;
THENCE N 111'59" E A DISTANCE OF 512.52 FEET TO A POINT OF CURVE;
THENCE ALONG A 25.00 FEET RADIUS CURVE TO THE RIGHT, THE CENTER OF
WHICH
BEARS S 8848'01" E FROM THE PC, AN ARC DISTANCE OF 39.07 FEET THRU A
CENTRAL
ANGLE OF 8931'52" TO A POINT OF TANGENCY;
THENCE N 111'59" E A DISTANCE OF 15.00 FEET;
THENCE S 8916'09" E A DISTANCE OF 271.22 FEET;
THENCE S 129'46" W A DISTANCE OF 15.00 FEET;
THENCE S 8916'09" E A DISTANCE OF 270.86 FEET TO A POINT OF CURVE;
THENCE ALONG A 25.00 FEET RADIUS CURVE TO THE RIGHT, THE CENTER OF
WHICH
BEARS S 043'51" W FROM THE PC, AN ARC DISTANCE OF 31.56 FEET THRU A
CENTRAL
ANGLE OF 9023'56" TO A POINT OF TANGENCY;
THENCE S 107'48" W A DISTANCE OF 284.20 FEET;
THENCE S 8916'12" E A DISTANCE OF 25.02 FEET;
THENCE S 107'48" W A DISTANCE OF 303.35 FEET;
THENCE N 8912'49" W A DISTANCE OF 482.35 FEET;
THENCE N 3949'29" W A DISTANCE OF 91.92 FEET;
THENCE N 8912'49" W A DISTANCE OF 70.00 FEET TO CLOSE AT THE TRUE POINT
OF
BEGINNING
SUBJECT TO EASEMENTS, RESERVATIONS, COVENANTS AND RESTRICTIONS OF
RECORD.

PARCEL "C"
BEGINNING AT THE SOUTH QUARTER CORNER OF SECTION 21, TOWNSHIP 23
NORTH, RANGE 4 EAST, W.M.,
THENCE N11'59" E A DISTANCE OF 3,396.45 FEET;
THENCE S 8848'01" E A DISTANCE OF 30.00 FEET TO THE TRUE POINT OF
BEGINNING;

Page 8 of 11

EXHIBIT B 

THENCE N 111'59" E A DISTANCE OF 553.96 FEET TO A POINT OF CURVE;
THENCE ALONG A 25.00 FEET RADIUS CURVE TO THE RIGHT, THE CENTER OF
WHICH
BEARS S 8848'01" E FROM THE PC, AN ARC DISTANCE OF 39.01 FEET THRU A
CENTRAL
ANGLE OF 8924'14" TO A POINT OF TANGENCY;
THENCE S 8923'47" E A DISTANCE OF 597.11 FEET;
THENCE S 108'05" W A DISTANCE OF 605.29 FEET;
THENCE N 8916'09" W A DISTANCE OF 597.32 FEET TO A POINT OF CURVE;
THENCE ALONG A 25.00 FEET RADIUS CURVE TO THE RIGHT, THE CENTER OF
WHICH
BEARS N 043'51" E FROM THE PC, AN ARC DISTANCE OF 39.48 FEET THRU A
CENTRAL
ANGLE OF 9028'08" TO A CLOSE AT THE TRUE POINT OF BEGINNING.
SUBJECT TO EASEMENTS, RESERVATIONS, COVENANTS AND RESTRICTIONS OF
RECORD.
EXCEPT:
THE FOLLOWING DESCRIBED PARCEL IS IN THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 4, TONWSHIP 22 NORTH, RANGE 4 EAST, W.M.,
AND INCLUDES A PORTION OF LOTS 1 THROUGH 6 LOWES TERRACE NO. 4 & 5,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 4, SAID EAST CORNER
BEING THE "BOSTIAN" CORNER WHICH IS A 3 INCH BRASS DISC STAMPED B91-A;
THENCE N 8728'53" W ALONG THE NORTH LINE OF SAID SECTION 4 A DISTANCE
OF
1,518.03 FEET;
THENCE S 231'07" W 30.00 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT
BEING THE INTERSECTION OF THE WEST MARGIN OF 28TH AVENUE SOUTH AND
THE
SOUTH MARGIN OF SOUTH 192ND STREET;
THENCE S 107'26" E ALONG THE WEST MARGIN OF 28TH AVENUE SOUTH A
DISTANCE OF 729.15 FEET;
THENCE N 8731'55" W 10.02 FEET;
THENCE S 107'26" E ALONG THE EAST BOUNDARY OF SAID LOWES TERRACE
LOTS 1 AND 2, A DISTANCE OF 76.88 FEET;
THENCE N 8731'55" W 340.67 FEET;
THENCE N 107'26" W 806.34 FEET TO THE SOUTH MARGIN OF SAID SOUTH 192ND
STREET;
THENCE S 8728'53" E ALONG SAID SOUTH MARGIN A DISTANCE OF 350.71 FEET
TO THE TRUE POINT OF BEGINNING.
THE DESCRIBED AREA BEING 6.46 ACRES OR 281397.6 SQUARE FEET.

EXCEPT:

Page 9 of 11

EXHIBIT B 

THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF
THE SOUTHEAST QUARTER OF SECTION 33, TOWNSHIP 23 NORTH, RANGE 4 EAST,
W.M., IN KING COUNTY, WASHINGTON DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SAID SECTION 33, AS ESTABLISHED PURSUANT TO KING
COUNTY SUPERIOR COURT CAUSE NUMBER 635681;
THENCE N 311'34" E ALONG THE EAST LINE OF SAID SUBDIVISION A DISTANCE OF
640.91
FEET;
THENCE PERPENDICULAR TO SAID EAST LINE, N 8648'26" W A DISTANCE OF 280.00
FEET;
THENCE S 3604'38" W A DISTANCE OF 80.00 FEET;
THENCE S 6948'58" W A DISTANCE OF 280.00 FEET;
THENCE S 1500'00" E A DISTANCE OF 450.00 FEET;
THENCE S 217'50" W, PERPENDICULAR TO THE SOUTH LINE OF SAID
SUBDIVISION, A
DISTANCE OF 42.00 FEET TO SAID SOUTH LINE;
THENCE S 8742'10" E, ALONG SAID SOUTH LINE, A DISTANCE OF 439.35 FEET TO
THE
POINT OF BEGINNING.
EXCEPT THE EAST 80.00 FEET AND THE SOUTH 42.00 FEET THEREOF.
SUBJECT TO AN EASEMENT FOR UNDERGROUND UTILITIES OVER THE NORTH
15.00 FEET OF SAID PARCEL.










Page 10 of 11

Legal Description





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EXHIBIT D
SEATTLE-TACOMA INTERNATIONAL AIRPORT
GATE USE, ASSIGNMENT AND SCHEDULING PROCEDURES

PURPOSE:
The Port and the Air Carriers agree that availability of Common Use and Preferential Use
Gate facilities at the Airport is limited and requires frequent coordination among the Port
and the Air Carriers. In accordance with the Signatory Lease and Operating Agreement
("SLOA") the following Gate Use, Assignment and Scheduling Procedures
("Procedures") are established to govern the use of all gates (Preferential and Common
Use) at Seattle-Tacoma International Airport by all Air Carriers.
The terms and conditions of these Procedures are intended to be consistent with SLOA
and may be modified only with the approval of the Airport Director, provided that such
modifications are consistent with SLOA. Where there is a conflict between the
Procedures and SLOA, the provisions of SLOA shall apply.
EXCLUSION:
These Procedures are not intended to include procedures for remain overnight (R.O.N.)
and remote/hardstand aircraft parking at the Airport. Said procedures will be established
in separate documents.
EFFECTIVE DATE:
These Procedures shall take effect on ______________ and shall remain in effect, as may
be amended, until rescinded in writing by the Airport Director.
Section I  Definitions
The following definitions shall be applicable whenever the specific term is used in these
Procedures:
AAAC  means the Airline Airport Affairs Committee established at the Airport by the
Signatory Carriers.
Advance Schedule  means an Air Carrier flight schedule submitted prior to, or on, the
designated due date for participation in the Advanced Review set forth in Section 5.0 of
these Procedures. Advanced Schedule(s) shall include for each flight; the flight number,
scheduled arrival and departure time, aircraft type, frequency of operation, city of origin
and destination and the preferred Common Use or Preferential Use Gate. 
Air Carrier  means a carrier certified by the Secretary of Transportation under 49
U.S.C.  41102.
1

Airport  means Seattle-Tacoma International Airport.
Airport Director  means the Managing Director, Aviation Division at the Airport or
designee.
Signatory Lease and Operating Agreement ("SLOA")  means the lease agreement
between the Port and certain Air Carriers operating at the Airport, with an expiration date
of December 31, 2017.
CUFAC  means the Common Use Facility Advisory Committee as described in Section
4.8 of SLOA.
Common Use Gate  means any Gate not assigned by the Port for Preferential Use by a
Signatory Carrier as set forth in Article 4 of SLOA.
Domestic Flight  means an aircraft arriving at the Airport from a city located within the
Continental United States of America or from a city located outside of the United States
of America designated as a pre-clearance location, and which has passengers and/or
cargo on board that do not require clearance by the Federal Inspection Services at the
Airport.
FIS or Federal Inspection Services  means those services provided by federal agencies
responsible for the inspection of passengers, baggage and cargo entering the United
States including, but not limited to, U.S. Customs, Immigration and Naturalization
Service, U.S. Department of Agriculture and U.S. Department of Public Health.
FIS Facilities  means the Federal Inspection Services facility at the Airport.
FIS Flight - means an aircraft arriving at the Airport that is not a Domestic Flight, and
with passengers and/or cargo on board that require clearance by the Federal Inspection
Services at the Airport.
Gate - means the portion of the Airport Terminal comprised of the aircraft parking
position, the passenger loading bridges and passenger hold room.
International Gate  means Gates located at the South Satellite of the Airport, which
provide aircraft parking with sterile access to the FIS for FIS Flights.
Period of Use  means for arrivals and departures of aircraft that are scheduled to arrive
at the Airport and depart directly, the Period of Use shall commence thirty (30) minutes
prior to the time of the scheduled arrival. The Period of Use shall terminate upon the
actual departure of the aircraft from the Gate or thirty (30) minutes after the scheduled
departure time, whichever is the earlier to occur. However, the thirty (30) minute limit
shall be extended if the aircraft is being boarded and actively prepared for departure, but
only until the completion of the boarding process.
2

Port  means the Port of Seattle.
Preferential Use Gate  means a Gate assigned by the Port for Preferential Use by a
Signatory Carrier as set forth in Article 4 of SLOA. 
Scheduled Flight  means a regularly operated flight, as submitted to the Port in an
Advanced Schedule, with a reasonable consistent arrival/departure time for a period of
not less than four weeks, on a continuous basis to the same destination.
Scheduled Operation  means a Scheduled Airline's operation (arrival or departure) that
occurs pursuant to a schedule that is published in the Official Airline Guide (OAG) or
any successor publication and that is also made available to the Port at least forty-five
(45) days prior to the commencement of such operation.
Scheduled Seats  means the average daily number of outbound seats on an Air Carrier's
Scheduled Operations for the month of August of each year, which is computed by
dividing total outbound seats on an Air Carrier's Scheduled Operations for the month of
August by thirty-one (31).
Secondary User  means an Air Carrier scheduled by the Port to a Preferential Use Gate
that is preferentially assigned to another Air Carrier.
Signatory Air Carrier  means an Air Carrier that has signed a SLOA agreement with the
Port.
Terminal  means Gates, Ticket Counters, Baggage Areas, office space, storage areas,
concourses, lobbies, VIP lounges, FIS Facility, employee break rooms and Public Areas.
Section II  Procedures
1.  Authority and Implementation
1.1.    The Port shall be responsible for the administration and implementation of
these Procedures with input, if any, from the CUFAC, as set forth below.
1.2.    The Port, working cooperatively with the CUFAC, will use its best efforts
to allocate and schedule Gates in a fair manner pursuant to SLOA and these
Procedures.
2.  CUFAC
2.1.    The CUFAC shall review and make recommendations to the Port about
the numbers of Gates to be reserved for use as Common Use Gates during any
year and about the locations within the Terminal of Common Use Gates and
Preferential Use Gates. The CUFAC shall consider both the operational
efficiency (from the perspectives of the Port, the Signatory Carriers and any non-
3

Signatory Carriers) and the customer service implications of its recommendations.
The CUFAC's recommendations regarding the numbers of Gates to be reserved
for use as Common Use Gates shall take into account the expected average
number of Scheduled Seats to be accommodated by all Gates at the Airport during
the coming year. The final numbers and locations of all Common Use and
Preferential Use Gates shall be determined by the Airport Director at his/her sole
discretion, after taking account of the recommendations, if any, of the CUFAC.
2.2.    CUFAC may:
2.2.1.  Review scheduling plans;
2.2.2.  Recommend revisions to the Gate Use, Assignment and
Scheduling Procedures;
2.2.3.  Recommend options for the resolution of conflicts in the
application of these Procedures and use of Gates; and
2.2.4.  Provide support to the Port in ensuring the timely submittal of
information required under these Procedures by all participating Air
Carrier(s).
2.3.    CUFAC representation will consist of the following:
2.3.1.  Three Port representatives, one of whom shall serve as
chairperson.
2.3.2.  Four representatives from the Airlines operating at the Airport,
including one representative from a foreign-flag Airline and one
representative from a regional Airline, as designated by the AAAC Chair.
2.3.3.  Air Carrier representation in the CUFAC shall be for a period of
twelve (12) months beginning January 1st and ending December 31st of
each calendar year. The AAAC Chair may extend Air Carrier
representation for an additional period of time at his/her sole discretion.
Where an Air Carrier representative is unable to fulfill his/her
responsibilities during the appointed term of service, the AAAC Chair
may replace the Air Carrier representative.
3.  The Port, in its sole discretion, shall designate the appropriate Port staff to
perform the following duties:
3.1    Implement the Gate access priority system as further described in this
document; 
3.2    Communicate Gate assignments to all relevant parties;
4

3.3    Maintain Gate use records and statistics;
3.4     Receive Advance Schedules;
3.5     Evaluate and identify priorities in Gate/flight scheduling; 
3.6     Identify Gate use conflicts with proposed schedules; 
3.7    Ensure proper notification and distribution to Air Carriers of these
Procedures and associated procedures; 
3.8     Assist Air Carrier(s) in scheduling flights based on Gate availability; 
4.  Conflict Resolution
4.1     The Port, working in conjunction with the CUFAC, will use its best efforts
to resolve conflicts arising under these Procedures.
4.2     In the event conflicts under these Procedures are not resolved by the Port
in conjunction with the CUFAC, the Airport Director or designee shall have final
authority for conflict resolution.
5.  Gate Planning and Review Process
Gate Planning will be accomplished on a continuous basis using guidelines outlined
in this section. The planning process will include a Thirty-Day Review consisting of a
review of each month's Scheduled Flight(s) at least thirty (30) days prior to the beginning
of the scheduled month to confirm the aircraft activity for that month. The Thirty-Day
Review should also serve as a forum for discussing schedule problems of the past and
current months. If the Port deems it necessary, a weekly Gate plan may be prepared.
The Port will publish a monthly master schedule for Common Use Gate allocation
based on the results of the Thirty-Day Review. The resulting schedule showing all
approved use times will be submitted to the Air Carriers at least two weeks prior to the
beginning of the scheduled month.
6.  Scheduling of Common Use Gates
6.1     For Port Scheduled Common Use Gates, the Port will use the following
guidelines for scheduling.
6.1.1.  Period of Use. Each category of flight will be allocated time on a
Gate according to the number of seats in the aircraft being used to operate
the flight as specified in the table below.

5

Period of Use on gate in minutes
Aircraft seats      Turnaround    Arrival Only    Departure Only
400 or greater     180            75              120
200-399         150          60            90
100-199         120          60            75
Less than 100     90            45             45
6.1.2.  A Turnaround flight with a scheduled ground time in excess of the
maximum specified in the table above will be treated as two separate
flights, an independent Arrival Only and a separate independent Departure
Only.
6.2     Common Use Gate Priority Scheduling System. The Port will be guided
by the following scheduling priorities:
The following flights are listed in descending order of priority. The first four
priorities below apply to International Gates:
6.2.1.  Signatory FIS Flight on the Advance Schedule
6.2.2.  Non-Signatory FIS Flights on the Advance Schedule
6.2.3.  Scheduled Signatory FIS Flight not on the Advance Schedule
6.2.4.  Non Signatory FIS Flight not on the Advance Schedule
6.2.5.  Signatory Domestic Flight by Air Carrier not leasing any
Preferential Gates on the Advance Schedule.
6.2.6.  Signatory Domestic Flight by Air Carrier leasing Preferential
Gates adjacently or nearby on the Advance Schedule.
6.2.7.  Signatory Domestic Flight by Air Carrier leasing Preferential
Gates adjacently or nearby not on the Advance Schedule
6.2.8.  Signatory Domestic Flight by Air Carrier not leasing any
Preferential Gates not on the Advance Schedule
6.2.10. Non Signatory Domestic Flights on the Advance Schedule
6.2.11. Non Signatory Domestic Flight not on the Advance Schedule.
6.2.12. All other flights based on the SLOA agreement accommodation
provisions.

6

6.2.13. In all instances, within each level of priority, flights will be
prioritized in the following order:
a) Turnaround Flight
b) Arrival Only Flight
c) Departure Only Flight
6.2.14. When two or more flights meet the description of any of the
individual categories in paragraphs 6.2.1 through 6.2.12, a flight operated
by an aircraft with a higher capacity has priority over a flight operated by
an aircraft with a lower capacity where capacity is defined by the number
of seats and an on-schedule flight has priority over an off-schedule flight. 
Where two flights are off-schedule, the flight whose estimated time is
closest to its scheduled time has priority over the other flight.
7.  Preferential Use Gates
7.1     Air Carriers granted Preferential Use status shall have the right to add
additional operations to a Preferential Use Gate during available Periods of Use,
after providing the Port with thirty (30) days prior written notice. 
7.2     Should an Air Carrier with Preferential Use status choose to add an
operation on its Preferential Use Gate that conflicts with the Scheduled Flight of a
Secondary User at a Preferential Use Gate that is not an International Gate, the
Air Carrier shall provide the Port with at least sixty (60) days written notice of its
intention. If the Port is unable to accommodate the Secondary User at another
Gate, the Air Carrier with Preferential Use status will have to modify the
Scheduled Flight time consistent with an open Period of Use. 
7.3     The Port has the right to assign Secondary User(s) to Preferential Use
Gates and Preferential Use International Gates, in accordance with Article 4 of
SLOA. In addition:
7.3.1.  Secondary Users shall be permitted to remain at the assigned Gate
for a complete operation, provided the operation does not exceed the
Period of Use.
7.3.2.  Should the Secondary User's operation exceed the periods of Use,
then the Secondary User may be required to vacate the Gate, at its sole
expense, upon notification by the Port. The Secondary User may be
reassigned to another Gate to complete its operation.
7.3.3.  Should a Secondary User choose to add operations at the Airport,
the Secondary User must provide the Port with a minimum of sixty (60)
days' prior written notice, provided that there is time available at the
Terminal acceptable to both the Airline and the Port. The Port agrees to
use its best efforts, but shall not be obligated, to provide the Secondary
7

User with an alternate boarding Gate should the preferred gate(s) be
unavailable for the desired Period of Use.
8.  General Gate Use and Scheduling Procedures
8.1     The Port shall implement the Gate assignments for Common Use Gates on
a day-to-day basis.
8.2     Unless previously agreed by the affected Air Carriers with concurrence
from the Port, other aircraft must not be scheduled to use any portion of an Air
Carrier's Period of Use.
8.3     An early arrival may enter an assigned Gate at any time prior to scheduled
arrival, provided the preceding aircraft assigned to that Gate has departed and the
Gate is available.
8.4     Air Carriers will report their Estimated Time of Arrival to the Port not less
than one hour following the scheduled departure from the origin city, and not less
than one hour prior to its scheduled arrival. Status of delayed flights thereafter
will be reported to the Port in thirty (30) minute increments. Flights with duration
of less than one hour shall report Estimated Time of Arrival as soon as possible
after departure.
8.5     Air Carriers shall advise Port if a departing aircraft is delayed more than
fifteen (15) minutes from its scheduled departure. The Port may require an Air
Carrier to tow-off a delayed aircraft from a Gate if there is no other reasonable
way to accommodate another Scheduled Flight.
8.6     In the event of disrupted airfield operations, an aircraft with a preapproved
extended ground time may be required to be towed off a Gate to an
alternative parking position, if the Port finds no alternative means to
accommodate another Scheduled Flight.
8.7     The Port will attempt to re-assign an aircraft, which lost priority due to a
delay, to another Common Use or Preferential Use Gate at the first available time,
at the highest level of priority that is consistent with the original priority level of
the flight, provided, however, that such reassignment will not displace an Air
Carrier operating on schedule. Reassignment of a pre-assigned Common Use
Gate may be required to minimize the effects of the delayed flight. The
reassignment of on-time flights will be limited to only those times when a higher
priority flight is delayed or, as agreed upon by the affected carriers. The Port will
attempt to re-assign an aircraft to a Gate in close proximity to the Air Carrier's
normal operational area.


8

9.  Changes and Revisions
The CUFAC may recommend changes to the terms and conditions of the Gate Use,
Assignment and Scheduling Procedures contained herein. Such recommended changes
can be approved and effected only in writing by the Airport Director or designee, at its
sole discretion. All users will be notified in writing of any changes or revisions at least 30
days prior to implementation.
10. Training and Equipment Use
All personnel operating Port owned gate equipment, must have received appropriate
training in the operations of said equipment, before attempting use. Training records on
all employees operating Port owned equipment are required to be forwarded to the Port
designee. It is the responsibility of the Air Carrier to ensure compliance with this
provision. 












9

EXHIBIT E
SEA-TAC INTERNATIONAL AIRPORT
POST REALIGNMENT 2013 LEASED GATES
EFFECTIVE JUNE 2013
Gate           Carrier        Comments            Gate           Carrier         Comments
1    A1           US          USAirways          1    D1           AS            Alaska
2    A2           US          USAirways          2    D2           AS            Alaska
3    A3          POS        Port of Seattle         3    D3           AS            Alaska
4    A4          POS        Port of Seattle         4    D4           POS         Port of Seattle
5    A5           UA            United            5    D5           B6            Jet Blue
6    A6           UA            United            6    D7           AA           American
7    A7           UA            United            7    D8           AA           American
8    A8           UA            United            8    D9           POS         Port of Seattle
9    A9           UA            United            9   D10           AS            Alaska
10   A10           UA            United           10   D11           AS            Alaska
11   A11           UA            United
12   A12           UA            United
13   A13          POS        Port of Seattle
14   A14           AC        Air Canada Jazz        1    N1           AS            Alaska
2    N2           AS            Alaska
3    N3           AS            Alaska
1    B1          POS        Port of Seattle         4    N6           AS            Alaska
2    B3           F9            Frontier           5    N7           AS            Alaska
3    B5           DL             Delta            6    N8           AS            Alaska
4    B6           WN          Southwest          7    N9           AS            Alaska
5    B7          POS        Port of Seattle         8   N10           AS            Alaska
6    B8           WN          Southwest          9   N11           AS            Alaska
7    B9           VX         Virgin America        10   N12           QX            Horizon
8   B10          WN          Southwest         11   N13           QX            Horizon
9   B11          POS        Port of Seattle        12   N14           AS            Alaska
10   B12          WN          Southwest         13   N15           AS            Alaska
11   B14          WN          Southwest         14   N16           AS            Alaska
12   B15          POS        Port of Seattle
1    S1           DL             Delta
2    S2           DL             Delta
1    C2           QX           Horizon           3    S3           DL             Delta
2    C4           QX           Horizon           4    S4           DL             Delta
3    C6           QX           Horizon           5    S5           DL             Delta
4    C8           QX           Horizon           6    S6           QX            Horizon
5    C9           AS            Alaska            7    S7           DL             Delta
6   C10           QX           Horizon           8    S8           DL             Delta
7   C11           AS            Alaska            9    S9           DL             Delta
8   C12           QX           Horizon          10   S10          POS         Port of Seattle
9   C14           QX           Horizon          11   S11          POS         Port of Seattle
10   C15           AS            Alaska           12   S12          POS         Port of Seattle
11   C16           AS            Alaska           13   S15          POS         Port of Seattle
12   C17           AS            Alaska           14   S16          POS         Port of Seattle
13   C18           AS            Alaska
14   C20           AS            Alaska

NOTES: B1 added, D6 removed
Gate Count         78
Exhibit F
Seattle-Tacoma International Airport
Approved Capital Improvement Projects
Est. Remaining
Spending as of
CIP #                              CIP Description                          Budget ($000)       1/1/2013
C001760      New Runway Land Acquisition                               178,692          3,875
C100172      Third Runway Construction                                 669,887           992
C200013/93    Standard Family Insulation                                   39,548          18,977
C800034      N. Expressway Relocation                                  102,214          1,136
C800026      Stormwater Piper Liner                                     2,784           2,262
C200007      Highline School District Insulation                            101,797          46,339
C200048      Home Insulation Retrofit                                    5,344           1,987
C102163      MT 100% Bag Screen Design                                218,985           153
SLOA 1 Subtotal                                              1,319,251          75,721
C101117      FIMS Phase II                                             8,220           5,133
C102573      Airfield Pavement Replacement                              30,212          19,232
C200042      Noise - Community College - budget increase                   21,228          26,029
C800019      Loading Bridge Utilities                                     11,744           9,515
C800042      ARFF Station Updates                                      4,572           4,498
C800105      Airport Owned Gate Infrastructure                            6,395            739
C800112      RW 16C-34C Panel Replacement                              3,462            130
C800154      Tenant Reimbursement                                     4,710           3,546
C800168      C60 - C61 BHS Modifications                                 10,969           7,283
C800170      C1 to C88 Baggage Connection                               2,673             1
C800237      Renew/Replace 42 Escalators                                35,611           5,391
C800238      Central Plant Preconditioned Air                             46,635           6,667
C800247      Cargo 2 West Cargo Hardstand                               11,830          11,685
C800251      Vertical Conveyance Modernization, Aero Ph 1                  13,502          13,034
C800254      Aircraft RON Parking USPS Site                               46,040          39,379
C800268      Stage 2 Mech Energy Implementation                          2,853           2,559
C800276      CUSE Expansion                                           2,581           1,221
C800335      GSE Electrical Charging Station                               30,198          27,338
C800360      Roof Replacement Program - Phase I                           1,660             3
C800374      Claim Device 14 & Lower Inbound Replacement                  2,900           1,627
C800375      Elevator/Escalator Moderization Program                       8,834           8,722
C800376      SSAT HVAC, Lights, Ceiling Replacement                        34,011          33,405
C800390      Cargo 6 Enhancements                                     6,428           6,342
C800459      2011-2012 Roof Replacement                                4,666           4,161
C800490      New Window Wall at Ticket Zone 1                            4,810           4,274
C800491      Convert Ticket Zone 2 Pushback                              3,983           3,982
C800492      Convert Ticket Zone 3 Flow-through                           13,136          12,610
C800547      NS Concourse C Vertical Circulation and STS Lobby               19,300          19,201
C800555      NS Refurbish Baggage Systems                               22,000          21,994
C800556      NS NSAT Renovations & NSTS Lobbies                         33,500          33,455
SLOA 2 Subtotal                                               448,664           333,156

1

Exhibit F
Seattle-Tacoma International Airport
Approved Capital Improvement Projects
Est. Remaining
Spending as of
CIP #                              CIP Description                          Budget ($000)       1/1/2013

Multiple        Security Exit lane Breach Control                                   7,077             6,995
C800234      Feeder 101 Taps                                           2,706           2,612
C800586      Radio System Upgrade                                      6,750           6,749
C800615      USO & Mezz. Utility Preparations                             2,666           2,545
C800388      Security Checkpoint Automated Wait-Time                      3,600           3,496
C800550      Concourse D Roof                                         3,727           3,253
C800583      International Arrivals Facility, Ph 1                           300,000         299,998
C800495      Facility Monitoring (baggage and bridge jams)                   3,431           3,357
C800612      Baggage Optimization, Ph 1 (see note 2)                       40,000          40,000
Projects Approved in 2013 Subtotal                              369,957           369,005

Notes:         1. Port Small Purchases and Small Projects (currently less than $300k each)
are not listed above.

2. The entire scope of the optimization project is not fully defined. The overall
budget over 10 years currently totals between $286 and $317 million with TSA
providing between $50 and $100 million of total. The $40 million above comprises
spending for phase 1 to carry the project through mid-2015.









2

EXHIBIT H
CAPITAL ASSETS: TANGIBLE ASSETS
AC-8b as of 09/30/2010 (UPDATED: 6/1/2012; 7/1/2011) 

I.   STATEMENT OF THE POLICY 
See AC-5a for overall scope and applicability for AC policy series. The purpose of this policy is
to establish standards for capitalization of major expenses related to the acquisition, construction,
and modification of tangible capital assets, and for the depreciation of such assets. This policy
does not cover accounting treatment of intangible capital assets. For capitalization policy of
intangible assets, refer to AC-8d, Intangible Asset Policy. This policy seeks to promote
consistent and proper accounting for the Port assets and expenses in conformity with Generally
Accepted Accounting Principles (GAAP). This policy also seeks to define those costs that are to
be capitalized to properly reflect the costs of the asset during its useful life.
Authority 
GASB Statement No. 34, Basic Financial Statements - and Management's Discussion
and Analysis - for State and Local Governments
GASB Statement No. 42, Accounting and Financial Reporting for Impairment of Capital
Assets and for Insurance Recoveries
GASB Statement No. 51, Accounting and Financial Reporting for Intangible Assets
GASB Concepts Statement No. 4, Elements of Financial Statements
GASB Staff Comprehensive Implementation Guidance, Chapter 7
FASB Accounting Standards Codification (ASC)
NOTE: Upon adoption of the policies and procedures in this Series, each department should
ensure proper segregation of duties are in place, i.e. no one person should be able to provide
transaction authorization, maintain recordkeeping and have custody of the related assets. Please
refer to AC-5a, paragraph .03.
Control Objective: Financial information is complete and appropriately presented in compliance with
prescribed accounting standards, and all information that is necessary for fair presentation and compliance
with professional standards or legal requirements is disclosed. 
Scope 
.01     This policy does not apply to assets arising from any one of the following conditions:
a)  Assets acquired or created primarily for the purpose of directly obtaining income or
profit (i.e. for sale) instead of being used for Port's operation purposesi.

1

b)  Assets in a monetary form, or representing a claim/right to assets in a monetary form,
in which case is recorded as cash/investment or receivables/prepaid expenses as
appropriateii. 
c)  Goodwill created through the combination of the Port and another entityi. 
About - Capital assets 
.02     Capital assets include both tangible and intangible assets. A capital asset must be
identifiable, which is defined as when one of the following conditions is metiii. 
a)  An asset is capable of being separated from the Port and sold, transferred, licensed,
rented or exchanged individually or together with a related contract, asset or liability. 
b)  An asset arises from contractual or other legal rights, regardless of whether those
rights are transferrable or separable from the Port or from other rights and obligations. 
Capitalization threshold for new capital assets acquisition (Note: this threshold is the same
for tangible and intangible assets) 
.03     Acquisition of new capital assets should not include additions which are not independent,
improvements, repairs, or replacements to existing capital assets. See paragraph .56 to .58 
for capitalization criteria regarding improvement projects. 
.04     A capital project must be set up to charge against construction work-in-process (CWIP)
account when ALL of the following criteria must be met. 
a)  The Port has ownershipiv of the capital asset (i.e. the Port has control over the asset's
use), regardless of whether the assets are fully or partially financed by other third
parties, such as tenants, grant awards including when the grantor retains a
reversionary interestv in the asset. Only when ownership cannot be established, the
ownership criteria are met when the Port is responsible for managing the assetvi. 
b)  The capital asset has a useful life of 3-years or more. 
c)  The total capital project costs must be $20,000 or more, which may include
multiple components (as discussed in paragraph .08 below) to form a larger system
asset (see criteria set forth in paragraph .05) to be placed in service. All costs that are
prohibited for capitalization stated in paragraph .39 and .40 in this policy and in
paragraph .20 and .21 in the AC-8d, Intangible Assets Policy must be excluded from
the capital project costs to qualify for capitalization threshold. 
Projects that do not meet the capitalization threshold must be recorded as operating
expense. 



2

.05     A group of components is considered a system asset when ALL of the following criteria
are met: 
It is part of a group of interdependent items that form a system 
It is intended to be used with other components over the life of the system asset 
It is needed to make the system usable for its intended purpose 
Examples qualified for system asset               Examples NOT qualified for system asset
Updating water meters in multiple terminals which are
Signage throughout passenger terminal              not linked through a shared software/control system
(i.e. not interdependent)
Common use equipment and casework at terminal     Bulk purchase of a fleet of vehicles or laptops for
ticket and gate hold-room counters (CUSE system)    multiple departments (i.e. not interdepedent)
Construction of a parking area requiring landscaping
Camera surveillance security system across multiple
and electrical work (i.e. not over the same estimated
terminals linked through a shared software
useful life)
200 Chairs designed for waiting hall area in a terminal
.06     "Bundling or grouping" of assets to meet the $20,000 capital project threshold is
prohibited unless the group of assets meet the criteria of a system asset stated in
paragraph .05. 
Componentization of capital asset 
.07     The Port must report its capital assets separately by its major component on its annual
financial statements even though their costs are accumulated in one or multiple capital
projects. 
.08     Each major component within capital project(s) MUST be broken out when one of the
following criteria is met. 
a)  Has a separate depreciable life at least 3 years apart (e.g. vehicle with 6 years life and
electrical system with 50 years life). Please refer to paragraph .62 for factors
determining estimated useful lives of an asset. A group of assets meeting the "system
asset" criteria stated in paragraph .05 is considered as one component as these assets
shared the same depreciable life. 
b)  Can be separately identifiable for impairment assessment (e.g. the restroom within a
building) or future disposal (e.g. the mobile generator intended to provide power to a
building)vii. Please refer to AC-8e, Impairment and Disposition Policy. 



3

.09     Due to the complexity of each capital project and the sheer volume and variation in
related components of assets created within each capital project, asset components should
be identified based on the default structure of major asset components similar in structure
to that listed in Schedule A and by its location of the Port's facility. Due care and
professional judgments must be exercised to ensure accuracy and consistency of
reporting component assets to prevent extreme asset record (i.e. over granularity or too
high level of asset information). For example, a HVAC system may be broken out into
the following components.
Subcomponent           Sublocation
Capital Project     Components                   Location
(Optional)                 (Optional)
10 - Air handler
$10M, HVAC System,
system, Steam    South    Level 1 and
A South Satellite       1 - HVAC
system, Cooling   Satellite      Level 2
Terminal
systemetc.
$400K, HVAC
B                  1 - HVAC       N/A      Terminal 5   Building 1
System, Terminal 5
.10     Component (e.g. 200 chairs used in the cruise terminal waiting hall) meeting the
definition of system assets stated in paragraph .05 should be recorded as ONE asset with
the detail listing of the assets (e.g. quantities information) in the Asset Management
System. 
.11     Items not meeting the criteria stated in paragraph .08 should be considered part of the
larger tangible asset as the larger asset is inoperable without such items based on the
integral relationship of the items to the system asset. For example, a $265,000 storm 
water system consists of $15,000 of catch basins, and $250,000 of storm drains. In this
example, the catch basins share the same depreciable life with the storm drains and it is
unlikely to be impaired or disposed separately from the storm drains. However, the storm
water system is inoperable without the catch basins. Thus, the catch basins are considered
to be part of the storm water system.
.12     Items meeting the criteria stated in paragraph .08 but the components identified are below
$20,000, such component should be expensed. For example, a $200,000 electrical system
project consists of two components, i.e. (1) electrical system that has a default estimated
useful life of 50 years for $185,000 and (2) equipment that has a default estimated useful
life of 10 years for $15,000. In this example, the $15,000 equipment should be expensed 
as the electrical system is operable without the equipment.




4

.13     The following are definitions of common major components of tangible assets in the Port. 
a)  Land: Land is real property. Each parcel of land the Port owns should be recorded as
a separate asset with the square footage and parcel ID per the associated King
County's record. Land costs should include the following. 
Land's initial costs, and legal fees as well as title fee 
Land's assessment costs such as surveying fees, and appraisal fee 
Land preparation costs (see paragraph .32a) 
b)  Land improvements: Land improvements consist of depreciable betterments, other
than buildings. Land improvements that have limited lives must be capitalized
separately from the land and depreciated over their expected useful lives. Examples 
include: 
Site preparation costs (see paragraph .32b) 
Retaining walls 
Parking lots 
Fencing or gates 
Landscaping 
c)  Infrastructure: Infrastructure assets are stationary in nature and normally can be
preserved for a significantly greater number of years than most other assetsviii. 
Buildings should not be considered as infrastructure assets unless they are an
ancillary part of the infrastructure assets such as water pumping stations associated
with water systemsix. Other examples include: 
Roads: yard areas, entrance, driveway, airport apron, airport taxiway, airport
runway, intersection, and trackage 
Utility systems: Heating, ventilation & air-conditioning (HVAC), boiler, electrical
system, gas system, industrial waste system, sanitary sewer system, storm sewer
system, water system, irrigation system, storm water system including piping,
pond cover, pond liner, pump station, treatment facility, control valves, vault 
Other structures including dolphin, fender, floats, dock, pier, breakwater, sheet
piling, subway, tunnel, satellite transit, baggage system, central control system,
shipping gallery, liquid storage tank, bulkhead, wall, bollards, grain
silo/workhouse 
d)  Buildings: Buildings are permanent structures which provide workplace, storage
space, etc. Examples include: 
Wharfs, marinas 
Administrative building 
Office, crash & rescue station, passenger terminal, parking garage 
Warehouse, transit shed 

5

Major components within buildings must be accounted for as separate asset
components due to the criteria stated in paragraph .08. Examples include: 
Lighting 
Floor covering 
Communication system 
Roofs 
Restrooms 
Windows and Doors 
Elevators 
Escalators 
Signage, fixed furniture, or works of art that are permanently affixed to a building
include, but are not limited to, items such as murals, bronze plaques, ornate finishes,
millwork, marble and stonework, plaster work, should be recorded as part of the
building and depreciated over the life of the building. 
e)  Furnishings, equipment, vehicles: This represents moveable assets. Examples of
moveable assets include: 
Office equipment, survey equipment, photography equipment 
Computer equipment, server, telecommunication equipment 
Boating equipment, breasting barges, camels, cleats, cranes, gangway, passenger
loading bridge, conveyors 
Shop tools, power tools, firearms 
Furniture 
Rolling stock such as a car, truck, mower, scooter, car loader, snow plow,
sweeper, trailer 
Fixed equipment that is permanently attached to a building, which cannot be removed
without the need for costly or extensive repairs to the structure to make the space
useable for other purpose, should be classified as building or building components. 






6

f)   Leasehold/Tenant improvements (TI) 
Port as Lessor: This represents a contractual understanding between the Port as a
lessor and its tenant as a lessee that the Port grants the tenant the right to use or
improve specific Port property for a specific period of time. Accounting treatment
of such improvement to the Port's property depends on the following fact pattern
(as long as the TI asset meets the criteria outlined in paragraph .04). 
Accounting treatement
Ownership of  Construction   Reimbursed/
Capital
TI asset     performed by     Paid by                Revenue      Expense
Asse t
I         Port              Port               Port          Yes           No               No
II        Port             Tenant             Port          Yes           No               No
Capital
III        Port              Port             Tenant         Yes                             No
Contribution
IV      Tenant           Tenant           Tenant         No          No              No
Reduction to
V    Tenant       Tenant        Port      No                 No
revenue
VI     Tenant          Port          Tenant       No    Non-operating  Non-operating
The Port must be notified by the tenant for the specific assets constructed with the
associated values to qualify for capitalization. See paragraph .63 for related
discussion regarding depreciation. 
Port as Lessee: This represents a contractual understanding between the Port as a
lessee and its Lessor pursuant to an operating lease where the Port makes
improvements to a non-Port facility. See paragraph .62g for related discussion
regarding depreciation. 
g)  Movable collections of works of art, historical treasures: This represents assets of
historical, natural, cultural, educational significance, or artistic importance that are
not permanently affixed to a building. 
Valuation of tangible assets 
.14     Valuation of tangible assets is different depending on the acquisition method of the
assets. 
.15     For assets acquired through direct purchase and construction, tangible assets must be
reported at historical (i.e. original) costs net of discounts at the time of acquisitionx. 
a)  Purchase: Acquired from a third party, which most often requires more than
minimal incremental effort on the part of the Port to place the asset in service. 
b)  Construction: Constructed by the Port, or an entity contracted by the Port. 


7

.16     For assets acquired through nonexchange transactions which include donations, grants,
and contributions, the tangible assets must be reported at their estimated fair value at the
time of acquisitionx. Related revenue must be reported as capital contributions. 
a)  Donation: Transfer from private companies or other governmental agencies with or
without nominal payment e.g.$1 
b)  Grants: Acquisition costs of the asset are fully or partially funded by federal, state or
other local agencies grant awards 
c)  Contributions: Acquisition costs of the asset are fully or partially funded by third
parties such as tenants 
.17     For assets acquired through non-cash exchange transactions, the tangible assets received
must be reported at their estimated fair value at the time of exchange while the tangible
assets relinquished are removed at net book value (NBV) (i.e. historical cost net of
accumulated depreciation). The difference between the assets acquired and the assets
relinquished must be reported as gain/loss on disposal of assetxi. 
a)  Non-cash exchange: Port's asset is given up in exchange for another entity's asset,
e.g. land swap, regardless of whether the assets are similar or not. 
Note: For assets acquired through a non-cash exchange resulting in a gain on disposal of
asset, the newly acquired asset must be reported with the original fund code along with
the relinquished asset's NBV and a new fund code which identifies the "reinvestment" of
the original fund code to make up the remaining estimated fair value of the asset. 
.18     For assets acquired through trade-in, the tangible asset acquired must be reported at the
NBV of the asset surrendered, plus any additional monetary consideration provided to the
seller at the time of exchange. The tangible asset surrendered must be removed from the
Asset Management System at its NBV. 
.19     For assets acquired through capital lease arrangement, the tangible assets leased net of
interest costs must be reported as capital assetsxii at the inception of the lease and a lease
obligation (liability) must be set up for periodic lease payment to charge against. Related
financing costs implicitly or explicitly charged in the lease agreement must be recorded
as interest expense. 
a)  Capital lease: When a lease agreement meets one of the following criteria, the Port
must classify it as a capital leasexiii. 
The lease transfers ownership of the asset to the Port automatically at the end of
the lease term 
The lease contains a bargain purchase option, which is a provision allowing the
Port to purchase the asset below salvage value 
The lease term is equal to or greater than 75% of the estimated useful life of the
leased asset (and at least has a 3-years duration) 

8

The present value of the minimum lease payments equal or exceed 90% of the fair
value of the leased asset (and at least equal to or exceeds $20,000). Minimum
lease payments generally equal the rental payments excluding executor costs such
as maintenance and insurance. 
Capital Project Setup  Roles and Responsibilities 
.20     A project maybe setup with one or more assets depending upon Commission
authorization of the scope and corresponding budget. Capital projects may be specific to
a department or pertain to the Port as a whole. If the project is budgeted to cost less than
$20,000, project costs should be expensed as incurred. If the project is budgeted to total
eligible capital costs equal to or more than $20,000, it needs to be approved in
accordance with current Resolution, and in full coordination with the following groups
which work together to ensure that proper funding is secured and costs are monitored: 
Divisional/Corporate Finance & Budget (F&B): manages the capital budgeting and
funding 
Project Manager: initiate project setup, manages capital projects and monitors costs
charged to the project accurately, develop preliminary and final asset plan 
Accounting and Financial Reporting (AFR) Capital Services: monitor capital
accounting policy, ensures that costs charged to capital projects are reasonable and
reported properly in the Port's financial statements 
Divisional/ Corporate Project Sponsor: determine assets being retired or demolished
as part of creating new asset, review the reasonableness of asset plan 
.21     Authorized Project Management Controls staff must, working with AFR Capital
Services, establish a new work project ID to accurately capture capitalizable costs in the
CWIP account with a required Preliminary Project Information & Checklist, appropriate
project type, and funding sources. 
.22     Preliminary Project Information & Checklist should include the following. 
Capitalization threshold is met 
Method(s) of acquisition 
A brief description of the capital project 
A list of capital assets planned to be acquired by major class 
Estimated in-use date of the capital assets 
Location of the capital assets 
Department ID (Org) of the asset sponsor 
Sponsor's Class number 



9

.23     An appropriate project type must be assigned to the capital project based on its nature. 
INSUL  Noise insulation project to obtain air rights 
RELOC  Relocation of existing homeowners to obtain air rights 
ACQ  Acquisition of real properties 
CONST  Major construction 
CRANE  Purchase of crane 
EQUIP  Purchase of movable assets such as equipments, furniture, computers,
and servers, this project type may also known as "small capital" project 
IT  Purchase or internally generated software 
PLAN  Planning of the capital project that meet preacquisition costs criteria
stated in paragraph .29, such as design 
SMWKS  Small works which may also known as "small jobs" project 
WHEEL  Rolling stock 
.24     An appropriate fund code must be assigned to the capital project. This should be
determined by Divisional/ Corporate F&B. 
.25     Authorized Project Manager or Project Management Controls staff, with the assistance of
Construction Management, must submit a preliminary asset plan to AFR Capital Services
once "Design" phase of the construction project is completed to identify the preliminary
asset components and their estimated value. 
Capitalizable Costs Associated with all tangible assets 
.26     Capital projects that meet the criteria stated in paragraph .04 are recorded as tangible
assets. Capital projects should only include capitalizable costs that are directly and
specifically attributable to the acquisition of tangible asset regardless of the method of
acquisition discussed in paragraph .14 to .19 above. Typically, there are four kinds of
project costs associated with a capital project. 
a)  Preliminary costs 
b)  Preacquisiton costs 
c)  Acquisition or construction costs 
d)  Ancillary costs 
.27     Capitalizable costs (preacquisition, acquisition, ancillary costs) may include the
following: 
a)  External direct costs (net of discounts/rebate), such as labor and materials 
b)  Internal labor and related benefit costs that are directly related to the completion of
the capital project and are specifically identifiable to project(s). Example of these
costs include: charges for a Port employee performing in the capacity of an architect, 
engineer, construction manager, construction worker (plumber, electrician, carpenter,
etc.), Project Manager, construction contracts administrator. 

10

c)  Internal indirect costs (i.e. overhead costs), which are identifiable in the accounting
records and benefit more than one specific capital project. See AC-8g Overhead
Policy. 
d)  Interest costs in accordance with AC-8c, Capitalization Interest Policy 
Preliminary costs 
.28     Preliminary costs are incurred during the initial stage of a construction or acquisition
project during which various alternatives for acquisition or construction of tangible asset
are initially explored. Feasibility studies often occur during this stage. Costs incurred
during preliminary stage must be expensed as incurred as such costs are not directly
identifiable to specific assets. 
Preacquisition costs 
.29     Preacquisition costs are very similar to the preliminary costs except they occur when all
the following conditions are metxiv. 
a)  The costs are directly identifiable with a specific asset. The following are some
indicators to meet this criterion. 
The specific objective of a project, including its purpose or its function of the
expected asset, has been determined. 
The nature of the service capacity that is expected to be provided by the tangible
asset, at a minimum at a broad qualitative level, has been determined. 
b)  The costs would be capitalized if the asset is already acquired. 
c)  The acquisition of the asset or an option to acquire the asset is probable (more than
50% chance of likelihood). The following are some indicators to meet this criterion. 
The technical or technological feasibility of successfully completing the project
has been demonstrated. 
Efforts made to secure the Port's legal rights to the results of the project 
Internal assignments or the hiring of specific personnel to work on the project 
Reference to the project in strategic planning documents 
d)  The Port must be actively seeking to acquire the asset. 
e)  The Port has the ability to finance or obtain financing for the acquisition 
Budgetary commitments for funding the project 
Commitments with external parties to assist in the creation of the tangible asset 
f)   There is no indication that the asset is not available for sale. 
Examples of preacquisiton costs are zoning costs, legal fees, street vacation required by
other local government/agency. Preacquisition costs must be charged to operating
expenses during the fiscal year when one or more of the criteria above are not met, such
as abandonment or stoppage of the capital project. 


11

Acquisition or construction costs 
.30     Acquisition or construction costs are capitalizable costs as those costs are directly and
clearly associated with acquiring the ownership of the tangible asset or the construction
of the tangible assets. Example of acquisition costs are purchase price of equipment,
construction costs, fair value of the donated assets. 
Ancillary costs 
.31     Ancillary costs are necessary costs required to place the asset in its intended location and
condition for use (i.e. the capital project cannot be completed without such costs).
Examples of ancillary costs are freight charges, handling costs, sales taxes, insurance, and
installation costs. 
.32     Treatment of costs, e.g. clearing, excavation, filling, grading and leveling, incurred for
land/site preparation depends on the intention. 
a)  Cost associated with demolition/removal of old buildings or structures (generally
takes place within one year from acquisition of the land or is delayed, but the delay is
beyond the Port's control) where land is newly purchased with the intention of
constructing a new building should be capitalized as part of the land asset. This
treatment should be applied to converting a terminal, or other site, from one purpose
to another when land preparation is required to be capitalized as part of the land asset. 
b)  Cost associated with demolition/removal of an existing building or structures
(generally takes place within one year from demolition to new construction or is
delayed, but the delay is beyond the Port's control) with the intention of constructing
a new building or structure should be capitalized as part of the new structure asset and
depreciated over the expected useful life of newly created structure. 
.33     Interim structure costs required during acquisition or construction of new tangible asset
should be capitalized to the new tangible asset and depreciated over its estimated useful
life. For example, construction or acquisition of an interim/temporary baggage system
during the time when the old system was demolished and the new system is being built. 
.34     Treatment of dredging costs depends on its intention. 
a)  Dredging to a different depth required for changing the purpose of the berth/terminal
(e.g. ability to handle larger vessel size) should be capitalized as land preparation
with indefinite life. 
b)  Dredging required when constructing an adjacent asset, such as seawall, should be
capitalized to the new asset and depreciated over the expected useful life of newly
created asset. 
c)  Dredging incurred without changing the purpose of the asset or not required for
creating a new asset should be expense as incurred (see paragraph .40). 

12

.35     Treatment of environmental costs depends on the nature and the purpose of the costs. 
Environmental                      Apply
Primary Purpose                   Accounting Treatment
Costs                          policy
Capitalizable costs that serve both
purpose.
Resulted from
I   Remediation                             AC -9
capital construction                  Environmental expense/reserve
incremental costs arises due to the
need of environmental remediation.
Primary purpose is for remediation
and meet capitalization critieria under
AC-9. Remediation costs are
Resulted from clean                        capitalizable.
II   Remediation                             AC -9
up effort                       Primary purpose is for remediation
and not meet capitalization critieria
under AC-9. Remediation costs should
be environmental expense.
Capitalizable when meet capitalization
Not related to      Resulted from
III                                             AC -8b        critieria under AC-8b, otherwise
remediation      capital project
expense

Determining Capitalizable Costs in Multiple-Element Arrangements 

.36     A bundle of goods and services may be procured or acquired under one agreement, such
as construction/assembling services, installation services, machinery, equipment, training,
and warranties. The costs of each of element, if not apparent within an agreement (i.e.
one bundled price), must be assigned with an allocated value by estimation. The
estimates should be based on reasonable estimates of their fair value of the elements in
the contract, not necessarily separate prices stated within the contract for each element. 
.37     Additionally, any free services received, for example, free training and warranty services
that equal or exceed the lesser of (a) $10,000 in value if purchase separately per unit or
(b) 25% discount of the contract price, the cost of each free element must assigned an
allocated value by estimation. The estimates should be based on reasonable estimates of
their fair value of the elements in the contract, not necessarily separate prices stated
within the contract for each element. 
.38     Recognition of capitalizable costs must be applied based on the nature of the activity or
cost elements. Based on the example stated in paragraph .37, training and warranties
services must be expensed. 



13

Non-Capitalizable Costs Associated with all tangible assets 
.39     Costs that are not directly associated with the acquisition, development and construction
of a tangible asset, i.e. the capital project can be completed without such costs, must be
expensed. Examples include but are not limited to the followings: 
Advertising costs to the public regarding roadway constructionxv 
Additional operating costs incurred during construction such as transporting
passengers via terminal buses 
Performance audit costs of a specific construction project 
.40     Additionally, the following costs must always be charged as operating expense in the
fiscal year incurred regardless of whether these costs would not have been incurred had
the capital project not been developed. 
a)  Repairs and maintenance costs that are either required throughout the estimated
useful life of an asset to keep it in good working condition or for necessary
immediate repair for its current purpose (i.e. not a new purpose). Maintenance is
distinguished from renovation and improvements by the fact that maintenance does
not extend the remaining useful life of the asset. Examples of repair and maintenance
work include: 
Repair made to prevent damage to a facility (preventive maintenance) 
Repair to restore asset after damage 
Replacement of minor parts or structural components such as, broken windows,
piling, faulty plumbing, cracked pavement, defective crane wheels, replacement
of lighting ballasts, dike repairs 
Redecoration or remodeling without a change in purpose and not associated with
a larger renovation project 
Repainting or wallpapering 
Maintenance agreement such as service contracts for elevators 
Custodial services (e.g. cleaning) or activities such as lawn mowing, tree
trimming, janitorial services, extermination services 
Warranty agreement or costs 
Maintenance dredging (see paragraph .34c) 
Scheduled plant maintenance, reseeding of a lawn, plant establishment (i.e. plant
warranty/ plant maintenance) 
Repaint striping on a parking lot 
b)  Spare or excess or specialized materials and supplies purchased for future
maintenance of tangible assets must be accounted for as "supplies and materials" at
purchase. The supplies and materials must be charged to maintenance expenses when
used for maintenance purposes. 

14

c)  All training costs except for those required by law and regulation for the specific
capital project to proceed. All staff time spent on training that does not meet the
exception stated above must be charged to an "expense subclass". 
d)  General and Administrative expenses such as accounting, human resources, public
affairs, executives, membership costsetc. are not clearly related to development or
construction of specific tangible assets. 
e)  Perishable or consumable items (e.g. meals, food, coffee, water cooler, small tools,
office supplies, stationeries, kitchen utensil etc) 
f)   Materials (e.g. bags of dog food to simulate baggage on conveyor system) purchased
for testing purposes and which will be sold or transferred to other agencies upon
completion of the capital project should be classified as other assets at net realizable
value (market value less disposal costs). 
g)  Moving or relocation costs, i.e. moving people, equipment or utilities/infrastructure in
or out of building during construction of capital project 
h)  Cost associated with demolition/removal of old buildings or structures that does not
meet the circumstances stated in paragraph .32 should be treated as disposal of capital
assets. 
i)   Litigation costs incurred for claims against subcontractor 
j)   Costs arising from judgments and out-of-court settlement that are not associated with
the direct costs (i.e. labor or materials) of acquisition or construction of the asset such
as fines and penalties 
k)  Lost rental revenue or rent credits given to tenants as construction mitigation should
be recorded as reduction to rental revenue 
l)   Monitoring costs required to confirm the mitigation project functions as designed 
after asset is in-used 
m) Licensing and registration fees for vehicles and operational equipment 
n)  Holiday lighting programs are an annual operating expense 
o)  Interest costs related to assets acquired through capital leases or interest costs that are
ineligible for capitalized interest under AC-8c, Capitalized Interest Policy 
p)  Environmental remediation costs such as asbestos removal costs, soil remediation,
and other environmental clean-up costs that are ineligible for capitalization under
AC-9, Environmental Reserve Policy. 

15

Capital Project Costs  Roles & Responsibilities 
.41     Once a capital project is set up, the authorized Project Manager or Project Management
Controls staff must review their responsible capital project costs on a monthly basis to
ensure only appropriate costs are charged to the capital project. Any discrepancies noted
during the fiscal year of the occurrence of the charges must be timely reported to AFR
Payroll Services or Accounts Payable Services depending on the type of costs for
correction. Any discrepancies noted during January through March related to charges 
occurred in the immediate prior year (e.g. charges occurred in 2009 but discovered in
February 2010) must be timely reported to AFR Capital Services for correction using the
"Transaction Adjustment Form". 
.42     Request for transaction adjustment from one capital project to another capital project
after March related to charges occurred in the immediate prior year (e.g. charges occurred
in 2009 but discovered in April 2010) must be approved by AFR Capital Services 
Manager or AFR Assistant Director. 
.43     Authorized Project Manager or Project Management Controls staff must submit request
for transaction adjustment from capital project to expense or reserve project, to AFR
Capital Services in a timely manner once the adjustment is identified. 
.44     Invoice amount equal or less than $1,000 related to multiple projects should not be direct
charged to the capital projects. Such costs should be allocated to capital projects via
overhead allocation process under AC-8g Overhead Policy. 
.45     Please refer to AC-8f, Fund Transfer Policy, for fund transfer adjustments. 
Closing capital project 
.46     Tangible assets must be recorded in a capital project (i.e. CWIP account) until placed in
service (i.e. transfer to capital asset account). 
Once any of the following conditions is first met, a capital asset is considered complete
and the related asset must be placed in service. 
a)  The facility/building is occupied 
b)  The asset is ready for its intended use 
c)  A Certificate of Occupancy has been issued 
d)  The Port received title to the purchased or donated asset such as land, equipment,
vehicle, etc. 
Once the final asset is placed in service and the capital project is fully closed, any
remaining costs are expensed as incurred, and no additional spending may be charged to
the capital project. 

16

.47     Capital projects that have separate and distinct phases but ultimately relate to one overall
project may be treated as separate CWIP activities for accounting purposes. These phases
are independent of one another, meaning one phase can be placed in service prior to the
commencement and/or completion of construction on the other phase(s). Once completed
phases are placed into service, depreciation begins. 
Project Closing  Roles & Responsibilities 
.48     Authorized Project Manager, or Project Management Control staff, with the assistance of
Construction Management, and review by Project Sponsor, must provide AFR Capital
Services a complete finalized Asset Plan and Project Information & Checklist, 30 days 
before one or more major asset components meeting the criteria stated in paragraph .46 
will be in-use. 
.49     Authorized AFR Capital Services must change the project status from "A" (Active) to
"B" (Been partially closed) or "C" (Closing). Once a "C" status is assigned to the capital
project, the capital project can still accept costs for a 3-months or 9-months period from
"final" asset being in-use depending on the project type. 
a)  3-months periods are scheduled for "IT", "CRANE", "ACQ", and "WHEEL"
projects. 
b)  9-months periods are scheduled for "CONST", "SMWKS", "INSUL", and "RELOC"
projects. 
c)  No open periods for "EQUIP", and "PLAN" 
The purpose of keeping the project open for a 3-month or 9-month period after final inuse
date is to record appropriate capitalizable costs related to the project closeout coming
in late (such as commissioning) after the in-use date. 
.50     An "N" (No charges allowed) status is automatically assigned by the system to the
project (on the last day of the month) when the 3-months or 9-months period after final
in-use date is reached. Once the project is in "N" status, no additional spending maybe
charged to the project. 
Example: A vehicle is in-use on May 3rd 2009; an "N" status is assigned on 8/31/2009. 
Condition    In-use                        No charges
Date     5/3/2009                     8/31/2009
Status         C       3-months periods        N
.51     Authorized Project Manager or Project Management Controls staff can request AFR 
Capital Services to input "N" status in the system earlier than the 3-months or 9-months
period depending on the project type by email notification. 

17

.52     Authorized Project Manager or Project Management Controls staff should refrain from
requesting AFR Capital Services to extend the 3-months or 9-months periods depending
on the project type for closing unless there are unusual legal or contractual issues needed
for the project to be open longer than 3-months or 9-months. Extension requests must be
supported by written explanation with revised closing date and approved by AFR Capital
Services Manager or AFR Assistant Director. Once the 3-months or 9-months period of
closing is extended based on the project type and the requested revised date, the project is
in "D" (Closed & Do not retire) status. 
.53     If authorized Project Manager or Project Management Controls staff fails to notify AFR 
Capital Services one or more major asset components meeting the criteria stated in
paragraph .46 with a complete finalized Asset Plan and Project Information & Checklist 
after the 3-months or 9-months periods from the scheduled in-use date depending on the
project type, the project must be put in "N" status immediately once AFR Capital
Services is notified. Authorized Project Manager or Project Management Controls staff
must provide written justification for this action. 
.54     AFR Capital Services must review Finalized Project Information & Checklist and the
capital project cost detail for any noncapitalizable costs. Noncapitalizable costs identified
must be removed from capital project and charged to operating expenses. AFR Capital
Services will notify the Project Manager or Project Management controls staff of these
charges to ensure that the operating budget is accurately monitored. 
Note: Noncapitalizable costs should have been identified up front when filling out Project
Information & Checklist or during monthly project costs review. 
.55     Authorized AFR Capital Services must review the finalized Asset Plan for
reasonableness and consistency prior to recording assets. 
Costs incurred subsequent to a new tangible assets being in-use 
.56     Improvement or betterment to an existing operational tangible asset and its associated
outlays excluding noncapitalizable costs stated in paragraph .39 and .40 exceeding
$20,000 should be capitalized in accordance to paragraph .04 when it meets ONE of the
following outcomes: 
a)  Extends the tangible asset's estimated useful life at least by the longer of (a) 3 years
or (b) 25% of the default asset life 
b)  Increase the tangible asset's service capacity in term of 
Efficiency  increase the level of service, or 
Effectiveness  increase functionality or providing new purpose 
If the modification does not result in any of the above outcomes, the associated outlays
must be charged as operating expense as incurred. 

18

.57     There are three broad categories of betterment that may be capitalized when one of the
outcomes stated in paragraph .56 is met: 
a)  Alterations: Changes to the internal structural arrangement or other physical
characteristics of an existing asset so that it may be effectively used for a newly
designated purpose (one not intended in the original design). Examples of alteration
include: 
Adding a new wing to an existing building 
Changing a storage space into a office space or leasable space 
Installing new wiring, heating, and improvements to prepare the property for new
use by a tenant 
Deepening of channels and berths by dredging (see paragraph .34a) 
b)  Renovations: The total or partial upgrading of a facility to higher standards of quality
or efficiency. Examples of renovations include: 
Replacing a sheet metal roof with a copper roof; concrete piles for wooden piles 
Transitioning an old lighting system into a state-of-the-art energy efficient
lighting system 
Upgrading of building systems such as electrical wiring or plumbing 
c)  Replacements: Replacement of an existing asset that is at or exceeding 75% of its
original useful life (e.g. Year 3 of a 4 years life asset) of the existing deteriorated
asset because of time or usage, where the deterioration has not been corrected through
ongoing or required maintenance and now requires a major overhaul with a
systematic replacement plan. Examples of replacements include: 
Replacing old or broken windows as part of a larger renovation project 
Replacing electrical, plumbing, heating or air conditioning system 
Replacing concrete panels and joint seals 
Replacing dead landscape/wetland after planting 
.58     Capitalized improvement or betterment costs must be recorded as additions to the
existing operational tangible assets. Existing tangible assets removed, even if the asset is
fully depreciated, during the improvement or betterment projects must be reported to
reduce the historical costs and the associated accumulated depreciation balance of the
existing asset in the Asset Management System. See AC-8e, Impairment and Disposition
Policy for accounting treatment of assets disposal. 



19

Improvement Project  Roles and Responsibilities 
.59     Capital project setup roles and responsibilities for replacement project are no different
from capital project setup roles and responsibilities for new capital asset stated in
paragraph .20 to .25. In addition, authorized Project Sponsor must submit a preliminary
Asset Disposition Form, to AFR Capital Services for any capital assets planned to be
removed, including fully depreciated assets, in the improvement project. Please refer to
AC-8e, Impairment and Disposition Policy. 
Depreciation 
.60     The purpose of depreciation is to allocate capitalized costs over the duration (i.e. an
estimated useful life) of the tangible asset providing benefits/services to the Port's
operation. 
.61     Depreciation must begin on the first day of the following month once the capital project
is substantially completed as stated in paragraph .46. 
.62     An estimated useful life of a tangible asset should be determined based on the following
factors. 
a)  Materials and construction: asset life varies based on materials and construction
e.g. wood structure versus metal structure 
b)  Specific use: same asset but usage differs may result in different life e.g. higher
volume of traffic may wear off one road faster than the other 
c)  Physical environment: Climatic condition such as erosion at one berth facing north
is different than another berth facing south 
d)  Maintenance policy: well maintained asset may last longer than a poorly maintained
asset 
e)  Technology: certain assets become obsolete faster than the others 
f)   Regulatory environment: certain assets must be replaced earlier due to regulatory
requirement than the others 
g)  Contractual requirement: leasehold improvement made by the Port as a lessee must
be depreciated over the shorter of the lease term (taking into account of probable
renewal) or the estimated useful life of the assetxvi 
.63     A tangible asset, including leasehold improvement made by the Port as a lessor, must be
depreciated over the shorter of the tangible asset's useful life versus its legal/contractual
and regulatory life (taking into account of probable renewal periods). 
.64     The Port should not depreciate tangible assets reported in the following major
componentsxvii: 
a)  Land 
b)  CWIP 
c)  Movable collections of works of art, historical treasures 
20

.65     Each depreciable tangible asset must be assigned to the appropriate asset profile and
depreciated on a straight-line manner over the pre-determined estimated useful lifexvii. 
.66     The remaining useful life of an existing asset being improved should be reevaluated and
changed, if necessary, and accounted for on a prospective basis. The new depreciable
costs of improved tangible assets must be computed in the following manner. 
(NBV of the existing asset  NBV of existing assets removed + Cost of improvement) 
Revised remaining estimated useful life
Depreciation  Roles and Responsibilities 
.67     Authorized AFR Capital Services personnel, in consultation with Capital Development
Division, must review the reasonableness of the estimated useful lives selected for
depreciation/amortization purposes on an annual basis. 
.68     Changes to the default estimated useful lives per asset profile must be documented with
supporting document and approved by Accounting Manager at Capital Services or
Assistant Director of AFR. Such change must be accounted for prospectively as the result
of changes in accounting estimatesxviii. 
i GASB No. 51, paragraph 3 
ii GASB No. 51, paragraph 2 
iii GASB No. 51, paragraph 6 
iv GASB Concepts No. 4, paragraph 8 and GASB Implementation Guide, 7.9.6 
v GASB Implementation Guide, 7.9.7 
vi GASB Implementation Guide, 7.12.2 
vii GASB No. 42, paragraph 33 
viii GASB No. 34, paragraph 19 
ix GASB Implementation Guide, 7.12.7 
x GASB No. 34, paragraph 18 
xi ASC 845-10-30-1 
xii ASC 840-30-25-1 
xiii ASC 840-10-25-1 
xiv ASC 970-340-25-3 
xv ASC 720-35-05-3 
xvi ASC 840-10-35-6 
xvii GASB No. 34, paragraph 21 
xviii ASC 250-10-45-17 




21

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
Airfield Movement Area
3rd R/W Environ/Legal Sup                               1999A               $ 67,740 
3rd R/W Environ/Legal Sup                               2000A                     687,402
3rd R/W Environ/Legal Sup                               2005A (non-AMT)         192,833
3rd R/W Environ/Legal Sup                               2012A (01A)               293,425
3rd R/W Environ/Legal Sup                               2012A (99A)                62,117
3rd R/W Overflights Acq (                                  2005A (non-AMT)           51,005
853 SASA Land Acq.                                 2010 (98A)               544,373
853 SASA Land Acq.                                 2012B (01C)              296,143
853 SASA Land Acq.                                 2012C (01D)             642,120
AFMA                               All Bond Debt         13,572
AFMA Pavement Replace                              2010B                   173,828
Community College                                    2005A (non-AMT)            740
Condominium Insulation                                  2005A (non-AMT)          22,377
Engineering                                              1999A                          76
Engineering                                              2012A (99A)                    70
FAR Part 150 Mobile Home                              2005A (non-AMT)         311,874
Highline School Insulatio                                     2000A                        17,126
Highline School Insulatio                                     2005A (non-AMT)           15,878
Home Insulation Retrofit                                     2003A                       19,160
Home Insulation Retrofit                                     2005A (non-AMT)           11,435
Home Insulation Retrofit                                     2012A (03A)                 59,930
Ineligible Parcel Insulat                                         2005A (97A)                 441,089
JOINTS RESEALING-2                            1999A                   8,186
Land/Noise Land/Noise                                 2010 (98A)                557,070
Land/Noise Land/Noise                                 2012B (01C)               303,050
Land/Noise Land/Noise                                 2012C (01D)              657,097
Local Area Augmentation S                               1999A                      21,022
Local Area Augmentation S                               2012A (99A)                19,277
Low VIS Runway/Guardlight                             2003A                      4,673
Low VIS Runway/Guardlight                             2005A (non-AMT)           5,265
Low VIS Runway/Guardlight                             2012A (01A)              562,856
Low VIS Runway/Guardlight                             2012A (03A)               14,617
Mobile Home Easement                                2000A                       164
Neighorhood Reinforcement                              2000A                     29,469
Neighorhood Reinforcement                              2005A (non-AMT)          90,823
New Runway Land Acquisiti                             1999A                    656,407
New Runway Land Acquisiti                             2000A                    457,104

1

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
New Runway Land Acquisiti                             2005A (97A)            3,311,719
New Runway Land Acquisiti                             2005A (non-AMT)         401,215
New Runway Land Acquisiti                             2012A (01A)              511,057
New Runway Land Acquisiti                             2012A (99A)              601,921
New Runway Land Acquisiti                             2012B (01B)                63,861
New Tracon Lease Support                               2000B                      19,825
New Tracon Lease Support                               2010 (00B)                 12,130
R/W 16L/34R Reconstructio                              2005A (non-AMT)       3,153,535
Runway 16R Slab Replaceme                            2003B                     75,038
Safety Area Land Acquisti                                  1999A                       10,764
Safety Area Land Acquisti                                  2000A                        6,440
Safety Area Land Acquisti                                  2012A (01A)                    305
Safety Area Land Acquisti                                  2012A (99A)                  9,870
Safety Areas/Mitigation                                     2000A                       87,863
Safety Areas/Mitigation                                     2005A (non-AMT)          321,170
Safety Areas/Mitigation                                     2012A (01A)                782,163
Special Purchase Comm. Ve                               2005A (non-AMT)           1,481
SPO                                       2005A (non-AMT)          576
Standard Family Insulatio                                    1999A                        15,286
Standard Family Insulatio                                    2000A                      117,223
Standard Family Insulatio                                    2005A (96A)                 12,725
Standard Family Insulatio                                    2005A (97A)                 10,118
Standard Family Insulatio                                    2005A (non-AMT)           88,766
Standard Family Insulatio                                    2012A (99A)                 14,018
Standard Insulation Parce                                     2000A                        18,882
Standard Insulation Parce                                     2005A (97A)              1,709,756
Street Vacations (SeaTac)                                    2000A                      129,884
Third R/W Directional Ins                                   2005A (non-AMT)           14,726
Third Runway Construction                               1999A                      68,802
Third Runway Construction                               2000A                   2,488,968
Third Runway Construction                               2003A                     837,673
Third Runway Construction                               2005A (97A)                  501
Third Runway Construction                               2005A (non-AMT)       2,352,091
Third Runway Construction                               2012A (01A)             4,053,948
Third Runway Construction                               2012A (03A)             2,620,154
Third Runway Construction                               2012A (99A)                63,091
Transaction Assistance                                      2000A                           55
Transaction Assistance                                      2005A (non-AMT)           29,122
Less PFC Offset for Third Runway                                                 (21,010,605) 

2

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
Total Direct DS - Airfield Movement Area                                           $ 10,317,508 
Add P69 Debt Allocation                                                             157,814
Add Commercial Paper Fee Allocation                                                  63,487
Add Administrative Allocation to AFMA                                             1,410,306
Add Roadways Allocation to AFMA                                              2,764,058
Add IWS Allocation to AFMA                                                    678,412
Add Stormwater Allocation to AFMA                                              2,943,332
Add Fire Allocation to AFMA                                                        125,230
Total Indirect DS - Airfield Movement Area                                          $ 8,142,638 
Net Airfield Movement Area                                                 $ 18,460,146 
Airfield Commercial Area
855 UA Hanger site                                  2010 (98A)          $ 76,600 
855 UA Hanger site                                  2012B (01C)               41,671
855 UA Hanger site                                  2012C (01D)              90,354
AFCA                                  All Bond Debt            726
Aircraft Parking Position                                      2000A                             (1) 
Aircraft Parking Position                                      2010 (05D)                    19,009
Apron Pavement Rehab - 3                                2000A                         969
Apron Pavement Rehab - 3                                2005A (non-AMT)         209,266
Cargo Hardstands - Phase                                   2012C (99B)                451,198
General Aviation Relocati                                   2005A (non-AMT)          145,283
Northwest Airlines/IWS Li                                 2005C (96B)                55,046
Total Direct DS - Airfield Commercial Area                                          $ 1,090,122 
Add P69 Debt Allocation                                                              12,459
Add Commercial Paper Fee Allocation                                                  63,487
Add Administrative Allocation to AFCA                                                111,340
Add IWS Allocation to AFCA                                                    1,074,422
Add Stormwater Allocation to AFCA                                                 100,484
Add Fire Allocation to AFCA                                                           2,537
Total Indirect DS - Airfield Commercial Area                                         $ 1,364,729 
Net Airfield Commercial Area                                                 $ 2,454,851 
Airfield Apron Area
AFAA                                 All Bond Debt     $ 1,915 
AFMA Pavement Replace                              2010B                   741,054
Aircraft Parking Position                                      2010 (05D)                    10,692
Aircraft RON Parking USPS                              2010B                    417,194
3

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
Apron Pavement Rehab - 2                                2000B                         267
Apron Pavement Rehab - 2                                2010 (00B)                    163
Apron Pavement Rehab - 3                                2000A                       1,676
Apron Pavement Rehab - 3                                2005A (non-AMT)         356,318
Hardstands/RON Parking                                2010 (05D)                266,372
JOINTS RESEALING-2                            1999A                   8,186
JOINTS RESEALING-2                            2012A (99A)             15,014
Ramp Control Facility                                      2008 (03C)                   12,043
Ramp Control Facility                                      2008 (03C) Fees              11,590
Ramp/N Cargo Lighting Ret                               2003B                      80,510
Total Direct DS - Airfield Apron Area                                                $ 1,922,996 
Add P69 Debt Allocation                                                                1,159
Add Commercial Paper Fee Allocation                                                  63,487
Add Administrative Allocation to AFAA                                                10,357
Add IWS Allocation to AFAA                                                    1,368,394
Add Stormwater Allocation to AFAA                                                  66,792
Total Indirect DS - Airfield Apron Area                                                $ 1,510,189 
Net Airfield Apron Area                                                       $ 3,433,185 
Terminal Building
1127 Elevator skybridge                               2010 (98A)          $ 89,846 
1127 Elevator skybridge                               2012B (01C)               48,877
1127 Elevator skybridge                               2012C (01D)             105,979
2011-2013 Roof Replacemen                             2010B                    133,139
642 Concourse Security                               2010 (98A)                 4,701
642 Concourse Security                               2012B (01C)                2,557
642 Concourse Security                               2012C (01D)               5,545
675 Concourse BCD                                  2010 (98A)             1,777,202
675 Concourse BCD                                  2012B (01C)              966,812
675 Concourse BCD                                  2012C (01D)            2,096,315
794 Paving Demo Temp                               2010 (98A)                81,697
794 Paving Demo Temp                               2012B (01C)               44,444
794 Paving Demo Temp                               2012C (01D)              96,366
795 Art                                            2010 (98A)                13,708
795 Art                                            2012B (01C)                7,457
795 Art                                            2012C (01D)              16,169
871 Contaminated soil                                2010 (98A)                 4,789
871 Contaminated soil                                2012B (01C)                2,605
871 Contaminated soil                                2012C (01D)               5,649
4

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
Boiler System Exp/Upgrade                               2008 (03C)                  11,436
Boiler System Exp/Upgrade                               2008 (03C) Fees             11,006
Building Management Syste                               2000A                     140,471
Building Management Syste                               2000B                      30,726
Building Management Syste                               2003A                       7,980
Building Management Syste                               2003B                        112
Building Management Syste                               2010 (00B)                  18,800
Building Management Syste                               2012A (03A)                24,961
Central Term Construction                                  2000B                      746,240
Central Term Construction                                  2003B                        4,020
Central Term Construction                                  2005C (96B)               168,874
Central Term Construction                                  2008 (03C)                 587,233
Central Term Construction                                  2008 (03C) Fees            565,132
Central Term Construction                                  2010 (00B)                 456,594
Central Term Construction                                  2012B (01B)              3,159,666
Central Term Construction                                  2012C (99B)                670,458
Central Term Design                                      2000B                     308,756
Central Term Design                                      2010 (00B)                 188,915
CMP#1 Chillers Purchase                                 2000B                      61,024
CMP#1 Chillers Purchase                                 2003B                      20,658
CMP#1 Chillers Purchase                                 2010 (00B)                  37,338
CMP#1 Chillers Purchase                                 2010 (05D)                 67,224
Communication Systems Imp                             2000B                  1,688,217
Communication Systems Imp                             2003B                  2,318,811
Communication Systems Imp                             2010 (00B)              1,032,952
Communication Systems Imp                             2010 (05D)                 69,155
Communication Systems Imp                             2012A (01A)              693,877
Communication Systems Imp                             2012B (01B)              387,130
Conc A Airline Relocation                                  2003A                          755
Conc A Airline Relocation                                  2003B                    1,706,782
Conc A Airline Relocation                                  2008 (03C)                  15,338
Conc A Airline Relocation                                  2008 (03C) Fees              14,761
Conc A Airline Relocation                                  2012A (03A)                  2,361
Conc A Airline Relocation                                  2012B (01B)                 50,208
Cooling Tower #5                                       2012B (01B)               124,022
Electrical Infrastructure                                         2000B                       1,148,937
Electrical Infrastructure                                         2003A                        192,840
Electrical Infrastructure                                         2003B                          63,202
Electrical Infrastructure                                         2010 (00B)                    461,160

5

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
Electrical Infrastructure                                         2010 (05D)                   196,270
Electrical Infrastructure                                         2012A (03A)                  603,182
Electrical Infrastructure                                         2012B (01B)                      520
Electrical Infrastructure                                         2012C (99B)                1,264,537
Elevator/Escalator Mod P                                    2000B                        54,452
Elevator/Escalator Mod P                                    2003B                       227,013
Elevator/Escalator Mod P                                    2010 (00B)                   33,317
Elevator/Escalator Mod P                                    2010 (05D)                   39,998
Energy Conservation                                      2000B                     147,111
Energy Conservation                                      2003A                      28,338
Energy Conservation                                      2003B                       1,005
Energy Conservation                                      2010 (00B)                  90,011
Energy Conservation                                      2010 (05D)                 156,526
Energy Conservation                                      2012A (03A)                88,639
Escalator Escalator Replacement                             2010 (98A)                   42,089
Escalator Escalator Replacement                             2012B (01C)                  22,897
Escalator Escalator Replacement                             2012C (01D)                 49,647
Facility Monitoring Sys P                                    2008 (03C)                    7,957
Facility Monitoring Sys P                                    2008 (03C) Fees               7,657
Fourth Floor Improvements                                2005C (96B)               151,662
Freight Elevator 3F                                           2010 (05D)                   86,976
Gate Recon. I - Conc C&D                                2000B                     237,365
Gate Recon. I - Conc C&D                                2010 (00B)                 145,234
HVAC Renovations - 1                                  2005C (96B)              135,099
Industrial Air Compressor                                   2000B                        64,872
Industrial Air Compressor                                   2010 (00B)                   39,692
InterConn Piping (W. Feed                                 2003B                      511,197
InterConn Piping (W. Feed                                 2010 (05D)                  50,195
InterConn Piping (W. Feed                                 2012C (99B)                 94,437
Lighting Improvements Ph                                 2005C (96B)               202,973
Maintenance Facility Rplc                                   2000A                        8,022
Master Evacuation System                                 2000A                      35,418
Mechanical Infrastructure                                    2000B                     1,892,505
Mechanical Infrastructure                                    2003B                     1,344,768
Mechanical Infrastructure                                    2010 (00B)                1,157,947
Mechanical Infrastructure                                    2010 (05D)                  365,525
Mechanical Infrastructure                                    2012B (01B)                478,737
Mechanical Infrastructure                                    2012C (99B)               2,283,753
MT Seismic Upgrade (Tkt/M                             2003B                    197,198

6

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
MT Seismic Upgrade (Tkt/M                             2010 (05D)                 41,879
MT Seismic Upgrade (Tkt/M                             2012B (01B)              660,279
North Satellite Seismic                                        2010 (05D)                     9,257
Post-Step Relocations                                        2003B                         2,457
Post-Step Relocations                                        2008 (03C)                   51,782
Post-Step Relocations                                        2008 (03C) Fees              49,833
Restroom Improvements                                 2000B                    636,375
Restroom Improvements                                 2003B                    556,086
Restroom Improvements                                 2010 (00B)                389,372
Restroom Improvements                                 2012C (99B)              352,061
Retrofit Tanks - 2                                              2005C (96B)                  35,967
Roof Replacement Program                               2010B                     75,545
Sat & Conc Emerg Trnsfrmr                               2003B                     241,194
Security Access/Fac. Impv                                  2003B                      150,635
Security Access/Fac. Impv                                  2012B (01B)                120,675
Security PAX Checkpoints                                2003B                     306,294
Security PAX Checkpoints                                2012B (01B)               313,051
Security System Upgrade                                  2000A                      93,975
Security System Upgrade                                  2000B                       4,809
Security System Upgrade                                  2003B                   1,722,080
Security System Upgrade                                  2010 (00B)                   2,943
Security System Upgrade                                  2012B (01B)                19,995
Seismic Upgrd Term - Phas                                2000B                         588
Seismic Upgrd Term - Phas                                2003B                         112
Seismic Upgrd Term - Phas                                2005C (96B)               532,683
Seismic Upgrd Term - Phas                                2010 (00B)                     360
Seismic Upgrd Term - Phas                                2012C (99B)               926,005
Sewer Infrastructure Proj                                      1999A                       150,919
Sewer Infrastructure Proj                                      2000B                          2,672
Sewer Infrastructure Proj                                      2010 (00B)                     1,635
Sewer Infrastructure Proj                                      2012A (99A)                 138,392
Small Jobs                                                2000A                         (437) 
Small Jobs                                                2012B (01B)                  4,580
So Sat Delta Sky Club Ex                                  2010B                      416,159
So. Terminal Exp Construc                                 2000B                     552,589
So. Terminal Exp Construc                                 2003B                           90
So. Terminal Exp Construc                                 2005C (96B)                36,750
So. Terminal Exp Construc                                 2008 (03C)                 362,181
So. Terminal Exp Construc                                 2008 (03C) Fees            348,551

7

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
So. Terminal Exp Construc                                 2010 (00B)                 338,107
So. Terminal Exp Construc                                 2012B (01B)              8,727,245
So. Terminal Exp Construc                                 2012C (99B)              1,306,053
So. Terminal Expansion De                                2000B                     639,760
So. Terminal Expansion De                                2005C (96B)               215,281
So. Terminal Expansion De                                2008 (03C)                  16,809
So. Terminal Expansion De                                2008 (03C) Fees             16,176
So. Terminal Expansion De                                2010 (00B)                 391,444
So. Terminal Expansion De                                2012B (01B)               321,096
So. Terminal Expansion De                                2012C (99B)              1,424,426
South Satellite Reverse S                                     2000B                          1,550
South Satellite Reverse S                                     2005C (96B)                 36,373
South Satellite Reverse S                                     2010 (00B)                       948
SSAT HVAC,Lights,Ceiling                             2010B                    269,096
STEP Env. Support                                      2000B                     59,795
STEP Env. Support                                      2005C (96B)               80,621
STEP Env. Support                                      2008 (03C)                  4,040
STEP Env. Support                                      2008 (03C) Fees              3,888
STEP Env. Support                                      2010 (00B)                 36,586
STEP Env. Support                                      2012B (01B)                55,845
STEP Env. Support                                      2012C (99B)               158,378
STS Construction                                         2000B                     573,533
STS Construction                                         2003B                     843,844
STS Construction                                         2005C (96B)               196,965
STS Construction                                         2010 (00B)                 350,922
STS Construction                                         2012A (01A)                    76
STS Construction                                         2012B (01B)                 6,518
STS Construction                                         2012C (99B)                 7,105
SW Gate Reconfiguration                                 2012B (01B)                47,389
Tenant Improvements - 1                                   2005C (96B)                96,696
Tenant Reimbursable - 2                                    2005C (96B)                94,261
TermAE (recategorized to TermBldg)                       All Bond Debt                3,311
TermBldg                                         All Bond Debt             25,974
Terminal Escalators Modn                                 2010B                   1,735,634
Terrazzo - B/C/D                                          2000B                        7,374
Terrazzo - B/C/D                                          2010 (00B)                   4,512
Two New CTE Freight Eleva                             2010B                    247,405
USAir Relo to UA & No. Sa                              2003B                    381,890
USAir Relo to UA & No. Sa                              2012B (01B)                (9,513) 

8

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
Vertical Convey Modn Aero                              2010B                    453,039
Voice Paging System                                     2000B                       1,817
Voice Paging System                                     2003B                      62,978
Voice Paging System                                     2010 (00B)                   1,112
Voice Paging System                                     2010 (05D)                 68,858
Voice Paging System                                     2012A (01A)                15,235
Water Infrastructure Proj                                      2000B                          5,196
Water Infrastructure Proj                                      2003B                          1,045
Less PFC Offset for STEP                                                          (8,408,478) 
Less PFC Offset for STS                                                            (1,273,273) 
Total Direct DS - Terminal Building                                                  $ 54,262,038 
CU Ticketing
AA/DL Ticket Cntr Wrap Ar                             2003B               $ 137,123 
Alaska Air 2 Step Ticket                                     2003B                       423,429
Total Direct DS - Ticketing                                                            $ 560,553 
Add P69 Debt Allocation                                                             434,809
Add Commercial Paper Fee Allocation                                                 571,387
Add Administrative Allocation to Terminal Bldg                                        3,885,677
Add Roadways Allocation to Terminal Bldg                                           2,764,058
Add IWS Allocation to Terminal Bldg                                                  110,951
Add Stormwater Allocation to Terminal Bldg                                             45,129
Add Fire Allocation to Terminal Bldg                                                      18,508
Total Indirect DS - Terminal Building                                                 $ 7,830,518 
Total Terminal Building                                                       $ 62,653,109 
Less Terminal Building Allocation to FIS (3.72%)                                   $ (2,330,696) 
Net Terminal Building                                                        $ 60,322,413 
Federal Inspection Services
FIS                                                  All Bond Debt        $ 5,698 
Total Direct DS - FIS                                                                 $ 5,698 
Add Terminal Bldg Allocation to FIS                                                  2,330,696
Total Indirect DS - FIS                                                                 $ 2,330,696 
Net Federal Inspection Services                                                   $ 2,336,394 
Baggage Systems
100% Ck Bag Interim Impac                              2003B               $ 66,775 
100% Ck Bag Interim Impac                              2012B (01B)                51,882

9

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
Baggage System Improvemen                            2000B                       107
Baggage System Improvemen                            2005C (96B)              958,033
Baggage System Improvemen                            2010 (00B)                    65
BHS C22-C1, MK1, TC3                              2010B                  230,835
Claim Device 14 & Lower I                                2010B                      12,658
Connect C1 BHS to C88 BHS                            2010B                    89,469
Cruise Baggage Inputs                                      2003B                      192,732
MT 100% Baggage Screening                            2003B                  1,707,899
MT 100% Baggage Screening                            2008 (03C)                19,209
MT 100% Baggage Screening                            2008 (03C) Fees            18,486
MT 100% Baggage Screening                            2010 (05D)              1,082,912
MT 100% Baggage Screening                            2012B (01B)               53,291
Security - Bagwell Prepar                                    2012B (01B)                150,624
STEP Security Bag & Chckp                              2003B                        893
STEP Security Bag & Chckp                              2008 (03C)                224,692
STEP Security Bag & Chckp                              2008 (03C) Fees            216,236
STEP Security Bag & Chckp                              2012B (01B)             1,199,882
UAL Baggage System Contro                            2000B                    178,745
UAL Baggage System Contro                            2005C (96B)               40,026
UAL Baggage System Contro                            2010 (00B)                109,367
Less PFC Offset for Baggage                                                        (3,107,644) 
Total Baggage Systems                                                       $ 3,497,172 
Electrified Ground Service Equipment
GSE Electrical Chrg Station                                  2010B                $ 593,197 

Gate Utilities
Airport Owned Gate Infras                                  2010B                $ 98,502 
Cent Plant Preconditioned                                   2010B                    1,056,190
NSat. 400HZ Power System                              2003A                     28,111
NSat. 400HZ Power System                              2003B                        112
NSat. 400HZ Power System                              2012A (03A)               87,927
Total Gate Utilities                                                                   $ 1,270,841 
Passenger Loading Bridges
Bridge Node Ext. Panels                                    2000B                $ 481 
Bridge Node Ext. Panels                                    2010 (00B)                     294
Loading Bridge & Equip Bu                               2003B                     114,567

10

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
Loading Bridge & Equip Bu                               2010 (05D)                 83,312
Loading Bridge & Equip Bu                               2012B (01B)               156,349
Loading Bridges S4, S5, S                                   2000B                       19,718
Loading Bridges S4, S5, S                                   2010 (00B)                   12,065
Loading Bridges Utilities                                     2010B                       327,323
PLB Replacement-AR                                 2010B                   395,503
Total Passenger Loading Bridges                                               $ 1,109,613 
Administrative
Admin                                         All Bond Debt      $ 1,170 
C4 UPS System Improvement                            2003B                      2,233
CDP Planning                                         2000B                      1,229
CDP Planning                                         2010 (00B)                   752
CDP Planning                                         2012B (01B)              126,841
Comm Center Design & Cons                            2000A                   121,916
Comm Center Design & Cons                            2003A                   100,292
Comm Center Design & Cons                            2005A (96A)              76,398
Comm Center Design & Cons                            2012A (03A)              313,703
Comm Center Design & Cons                            2012B (01B)              695,865
Consolidated Warehouse                                  2003B                   1,013,461
E-COMMERCE                            2012A (01A)          347,205
E-COMMERCE INFRASTRUCTURE               2012A (01A)           141,228
ENV PROJ-96/97                                   2005C (96B)              11,366
INFORMATION INFRASTRUCTUR                2000A                73,892
INFORMATION INFRASTRUCTUR                2005A (97A)          111,900
Information Technology Pr                                 2000A                       53,154
MIS Upgrade & Enhancement                           1999A                    11,522
MIS Upgrade & Enhancement                           2012A (99A)               10,565
NEDP Infrastructure Plans                                  2000B                        4,008
NEDP Infrastructure Plans                                  2010 (00B)                    2,452
Operations LAN                                       2000B                    108,155
Operations LAN                                       2003B                      5,472
Operations LAN                                       2010 (00B)                 66,176
Police Consolidation (PDO                                 2000B                        5,664
Police Consolidation (PDO                                 2003B                        1,452
Police Consolidation (PDO                                 2005A (non-AMT)         315,493
Police Consolidation (PDO                                 2008 (03C)                  73,087
Police Consolidation (PDO                                 2008 (03C) Fees             70,337
Police Consolidation (PDO                                 2010 (00B)                   3,466

11

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
Radio Sys Support & Upgra                               2000A                     165,957
Radio Sys Support & Upgra                               2000B                     345,841
Radio Sys Support & Upgra                               2003A                      21,484
Radio Sys Support & Upgra                               2010 (00B)                 211,606
Radio Sys Support & Upgra                               2012A (03A)                67,201
Regulated Mtls Mgmt Prgrm                              2000B                     23,352
Regulated Mtls Mgmt Prgrm                              2003B                       (223) 
Regulated Mtls Mgmt Prgrm                              2010 (00B)                 14,288
Regulated Mtls Mgmt Prgrm                              2012B (01B)                    88
SERVICES TECHNOLOGY PROJE                 2000A                20,629
So. Terminal Exp Construc                                 2000B                     134,711
So. Terminal Exp Construc                                 2003B                           22
So. Terminal Exp Construc                                 2005C (96B)                 8,959
So. Terminal Exp Construc                                 2008 (03C)                  88,293
So. Terminal Exp Construc                                 2008 (03C) Fees             84,970
So. Terminal Exp Construc                                 2010 (00B)                  82,424
So. Terminal Exp Construc                                 2012B (01B)              2,127,537
So. Terminal Exp Construc                                 2012C (99B)                318,391
So. Terminal Expansion De                                2000B                     155,962
So. Terminal Expansion De                                2005C (96B)                52,481
So. Terminal Expansion De                                2008 (03C)                   4,098
So. Terminal Expansion De                                2008 (03C) Fees              3,943
So. Terminal Expansion De                                2010 (00B)                  95,427
So. Terminal Expansion De                                2012B (01B)                78,277
So. Terminal Expansion De                                2012C (99B)               347,248
Year 2000                                             1999A                    106,626
Year 2000                                             2012A (99A)               97,775
Year 2000                                             2012C (99B)               103,181
Total Administrative                                                                 $ 8,631,001 
Less Administrative Allocation to Cost Centers                                          (8,631,001) 
Net Administrative                                                            $ - 
Roadways
28/24TH AVE S ARTERIAL, P                        1999A             $ 71,480 
28/24TH AVE S ARTERIAL, P                        2012A (99A)              65,547
606 Airport Service Tunnel                            2010 (98A)                 4,943
606 Airport Service Tunnel                            2012B (01C)                2,689
606 Airport Service Tunnel                            2012C (01D)               5,830
643 South Access EIS                                2010 (98A)                 2,175

12

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
643 South Access EIS                                2012B (01C)                1,183
643 South Access EIS                                2012C (01D)               2,565
803 Traffic Mitigation                                2010 (98A)                21,045
803 Traffic Mitigation                                2012B (01C)               11,448
803 Traffic Mitigation                                2012C (01D)              24,823
Air Cargo Road Pre-Design                                2000A                      25,649
Intelligent Transpo Sys                                        2000B                             53
Intelligent Transpo Sys                                        2010 (00B)                        33
Miscellaneous Access Impr                                2005A (96A)               728,340
MPU SEIS - SR 99/S 160 St                               2000A                      26,031
MPU SEIS - SR 99/S 160 St                               2012A (01A)                   381
No. Expressway Relo Phase                               2003B                       9,380
No. Expressway Relo Phase                               2005A (non-AMT)       6,133,651
No. Expressway Relo Phase                               2010B                     134,404
Radisson Site Acquisition                                    1999A                      760,229
Radisson Site Acquisition                                    2000A                        61,777
Radisson Site Acquisition                                    2012A (99A)                697,124
Roadway Signage                                      2000B                       107
Roadway Signage                                      2010 (00B)                    65
Roadways                                         All Bond Debt              1,991
STEP Lower Drive Curbside                              2003B                    576,744
Total Roadways                                                              $ 9,369,688 
Less Roadways Allocation to Cost Centers                                             (9,369,688) 
Net Roadways                                                         $ - 
Stormwater
Comp. Storm Water Mgmt P/                             2003A              $ 60,621 
Comp. Storm Water Mgmt P/                             2005A (non-AMT)       1,119,816
Comp. Storm Water Mgmt P/                             2012A (03A)             1,041,968
Des Moines Creek Basin Pl                                2003A                     125,479
Des Moines Creek Basin Pl                                2005A (non-AMT)          67,870
Des Moines Creek Basin Pl                                2005C (96B)                17,943
Des Moines Creek Basin Pl                                2012A (01A)               198,816
Des Moines Creek Basin Pl                                2012A (03A)               392,485
NPDES - AKART                                2000A                 11,610
NPDES - AKART                                2003A                 33,826
NPDES - AKART                                2005A (non-AMT)       325,612
NPDES - AKART                                2012A (01A)            150,674
NPDES - AKART                                2012A (03A)            105,805

13

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
NPDES - AKART                                2012B (01B)             76,545
Stormwater Pipe Liner Pro                                  2005A (non-AMT)           39,406
Total Stormwater                                                                 $ 3,768,476 
Less Stormwater Allocation to Cost Centers                                            (3,768,476) 
Net Stormwater                                                          $ - 
Industrial Waste System (IWS)
Drives Connection to IWS                                 2003A               $ 2,181 
Drives Connection to IWS                                 2005A (non-AMT)         108,428
Drives Connection to IWS                                 2012A (03A)                 6,821
IWS IMPRV/CONSTR-1                           2005C (96B)            976,382
IWS Lagoon #3                                       1999A                   473,324
IWS Lagoon #3                                       2000B                       107
IWS Lagoon #3                                       2010 (00B)                    65
IWS Lagoon #3                                       2012A (99A)              434,035
IWS Piping Testing/Repair                                 2012A (01A)               144,504
IWTP Performance Improvem                           2000B                   287,755
IWTP Performance Improvem                           2003B                   919,328
IWTP Performance Improvem                           2010 (00B)               176,066
Total IWS                                                                   $ 3,528,995 
Less IWS Allocation to Cost Centers                                                   (3,528,995) 
Net IWS                                                            $ - 
Fire
ARFF Station Update                                    2003B               $ 90,448 
FIRE VEHICLES                                 1999A                  24,382
FIRE VEHICLES                                 2008 (03C)               6,152
FIRE VEHICLES                                 2008 (03C) Fees            5,921
FIRE VEHICLES                                 2012A (99A)             22,359
Total Fire                                                                               $ 149,261 
Less Fire Allocation to Cost Centers                                                       (149,261) 
Net Fire                                                                        $ - 
Landside
2004 Taxable Refunding Related To Rental Car              2010 (98A)           $ (477,526) 
3rd Floor Van Struct Impr                                   1999A                       47,881
3rd Floor Van Struct Impr                                   2000B                         2,512
3rd Floor Van Struct Impr                                   2010 (00B)                    1,537
3rd Floor Van Struct Impr                                   2012A (99A)                 43,906

14

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
4th Floor Improvements                                    2005A (non-AMT)         689,643
682 PFE Design Build                                2010 (98A)               903,429
682 PFE Design Build                                2012B (01C)              491,472
682 PFE Design Build                                2012C (01D)            1,065,648
726 Per Trip Fee Equip                               2010 (98A)                  681
726 Per Trip Fee Equip                               2012B (01C)                 370
726 Per Trip Fee Equip                               2012C (01D)                 803
796 Rental Car facility                                2010 (98A)                64,101
796 Rental Car facility                                2012B (01C)               34,871
796 Rental Car facility                                2012C (01D)              75,611
797 Garage Plaza                                    2010 (98A)               146,962
797 Garage Plaza                                    2012B (01C)               79,948
797 Garage Plaza                                    2012C (01D)             173,350
798 Ground Transp.                                  2010 (98A)                21,023
798 Ground Transp.                                  2012B (01C)               11,437
798 Ground Transp.                                  2012C (01D)              24,798
799 Seismic Upgrade                                 2010 (98A)               168,621
799 Seismic Upgrade                                 2012B (01C)               91,731
799 Seismic Upgrade                                 2012C (01D)             198,899
800 PFE Design Admin                               2010 (98A)               181,143
800 PFE Design Admin                               2012B (01C)               98,543
800 PFE Design Admin                               2012C (01D)             213,669
802 Employee Lot                                   2010 (98A)                13,334
802 Employee Lot                                   2012B (01C)                7,254
802 Employee Lot                                   2012C (01D)              15,728
850 Card Access                                     2010 (98A)                 2,636
850 Card Access                                     2012B (01C)                1,434
850 Card Access                                     2012C (01D)               3,109
856 S. 160th Empty Lot                               2010 (98A)                  220
856 S. 160th Empty Lot                               2012B (01C)                 120
856 S. 160th Empty Lot                               2012C (01D)                 259
858 North PFC Circ                                  2010 (98A)                82,509
858 North PFC Circ                                  2012B (01C)               44,886
858 North PFC Circ                                  2012C (01D)              97,325
885 Public Overheight                                2010 (98A)                 5,558
885 Public Overheight                                2012B (01C)                3,023
885 Public Overheight                                2012C (01D)               6,556
887 Parking Revenue                                 2010 (98A)                 2,285
887 Parking Revenue                                 2012B (01C)                1,243

15

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
887 Parking Revenue                                 2012C (01D)               2,695
8th Floor Weather Proofin                                   2009A                      156,257
Consolidate RCF land acq.                                  2000A                       76,293
Consolidate RCF land acq.                                  2003A                       58,749
Consolidate RCF land acq.                                  2005A (non-AMT)          271,234
Consolidate RCF land acq.                                  2012A (03A)                183,762
Courtesy Van Plaza                                        2005A (96A)               146,068
Doug Fox Site Improvement                               2010B                     186,187
Employee Bus Purchases -                                 2000B                     286,419
Employee Bus Purchases -                                 2010 (00B)                 175,248
GA Parking Rev Control Sy                               2005A (96A)              272,487
GA Parking Rev Control Sy                               2005C (96B)               131,283
Garage Esc & "A" Elevator                                 2005A (non-AMT)         300,603
Landside                                               All Bond Debt                9,143
North Charter Bus Lot                                      2000A                      160,718
Parking Lighting Improvem                                1999A                     134,925
Parking Lighting Improvem                                2000B                       1,496
Parking Lighting Improvem                                2005A (96A)                32,812
Parking Lighting Improvem                                2010 (00B)                     915
Parking Lighting Improvem                                2012A (99A)               123,725
Parking Major Maintenance                               2005C (96B)               230,496
PFE Bad Money Reimbursement                     2010 (98A)             (61,509) 
PFE Bad Money Reimbursement                     2012B (01C)            (33,461) 
PFE Bad Money Reimbursement                     2012C (01D)            (72,553) 
Prkg Term #3 Power Ctr Up                               2005A (non-AMT)         173,748
Public Prkng Terminal Des                                 1999A                       60,817
Public Prkng Terminal Des                                 2005A (96A)               282,921
Public Prkng Terminal Des                                 2012A (99A)                55,769
Public Prkng Terminal Des                                 2012C (99B)                   (109) 
Public Prkng Terminal/Con                                1999A                     288,421
Public Prkng Terminal/Con                                2000B                       2,191
Public Prkng Terminal/Con                                2005A (97A)             4,708,215
Public Prkng Terminal/Con                                2005C (96B)               838,766
Public Prkng Terminal/Con                                2010 (00B)                   1,341
Public Prkng Terminal/Con                                2012A (99A)               264,480
Public Prkng Terminal/Con                                2012C (99B)                   (109) 
Refund Landside Rental Car Projects                         2004                      3,707,276
Rental Car Design                                         2009A                     136,994
Rental Car Fac. Construct                                    2009A                      774,661

16

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
Rental Car Fac. Construct                                    2009B                    18,960,907
Total Landside                                                                    $ 37,672,821 
Add P69 Debt Allocation                                                             301,430
Add Commercial Paper Fee Allocation                                                 680,222
Add Administrative Allocation to Landside                                             2,693,736
Add Roadways Allocation to Landside                                               3,841,572
Add IWS Allocation to Landside                                                       296,817
Add Stormwater Allocation to Landside                                                 341,939
Add Fire Allocation to Landside                                                            2,985
Less CFC Offset to RCF Commercial Paper                                           (680,222) 
Less CFC Offset for Rental Car Facility                                                (19,872,562) 
Net Landside                                                               $ 25,278,737 
Terminal - Port
646 POS Office Remodel                              2010 (98A)          $ 8,919 
646 POS Office Remodel                              2012B (01C)                4,852
646 POS Office Remodel                              2012C (01D)              10,520
975 Host reimbursement                               2010 (98A)                 5,777
975 Host reimbursement                               2012B (01C)                3,143
975 Host reimbursement                               2012C (01D)               6,815
Community/LU Compatibilit                             1999A                    107,030
Community/LU Compatibilit                             2012A (99A)               98,146
Conc B,C,D Grease Interce                                 2000B                     110,399
Conc B,C,D Grease Interce                                 2003B                       56,279
Conc B,C,D Grease Interce                                 2010 (00B)                  67,549
Concessions Implementatio                                2000A                      58,339
Concessions Implementatio                                2008 (03C)                  21,014
Concessions Implementatio                                2008 (03C) Fees             20,223
NW Cargo Facility Platfor                                   2000A                      185,658
Property/Facil/Lease Syst                                     2000A                        28,487
Retail Space Improvements                                 2000B                      21,962
Retail Space Improvements                                 2005C (96B)               399,532
Retail Space Improvements                                 2010 (00B)                  13,438
TermNA                                    All Bond Debt             470
Total Terminal - Port                                                                  $ 1,228,552 
Add P69 Debt Allocation                                                              28,878
Add Commercial Paper Fee Allocation                                                 190,462
Add Administrative Allocation to Terminal - Port                                          258,067
Net Terminal - Port                                                            $ 1,705,959 

17

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
Commercial Properties
Angle Lake Acquisition                                    2005A (non-AMT)    $ 520,667 
Commercial Develop Plng                                2005C (96B)                1,137
Total Commercial Properties                                                        $ 521,803 
Add P69 Debt Allocation                                                                3,574
Add Administrative Allocation to Commercial Properties                                   31,935
Add Stormwater Allocation to Commercial Properties                                    270,802
Net Commercial Properties                                                   $ 828,114 
Utilities
Direct Digital Control -                                         2005C (96B)          $ 15,913 
Electrical Infrastructure                                         2003A                        101,123
Electrical Infrastructure                                         2010 (00B)                    241,828
Electrical Infrastructure                                         2010 (05D)                   102,922
Electrical Infrastructure                                         2012A (03A)                  316,303
Electrical Infrastructure                                         2012B (01B)                      273
Electrical Infrastructure                                         2012C (99B)                  663,110
Power Center Capacity Upg                               2000A                     166,120
Power Center Capacity Upg                               2003A                      25,726
Power Center Capacity Upg                               2003B                         335
Power Center Capacity Upg                               2010 (05D)                  71,085
Power Center Capacity Upg                               2012A (03A)                80,468
PSE South Substation                                      2000B                     258,205
PSE South Substation                                      2010 (00B)                 157,985
Sanitary Sewer Pump Sta U                                2010 (05D)                 363,396
SoSat Power Center Upgrad                               2003A                         (12) 
SoSat Power Center Upgrad                               2012A (03A)                   (37) 
Utilities                                                             All Bond Debt                    1,306
Water Infrastructure Proj                                      2000B                         29,217
Water Infrastructure Proj                                      2003B                          5,878
Water Infrastructure Proj                                      2005C (96B)                116,182
Water Infrastructure Proj                                      2010 (00B)                    21,056
Water Infrastructure Proj                                      2012B (01B)                     440
Water Infrastructure Proj                                      2012C (99B)               1,928,740
Total Utilities                                                                                $ 4,667,563 
Add P69 Debt Allocation                                                        $ 25,691 
Add Administrative Allocation to Utilities                                                   229,585
Net Utilities                                                                              $ 4,922,839 

18

Exhibit I
Debt Service
Seattle-Tacoma International Airport
Budget Year 2013
Updated 02/19/2013
Budget
Description                                               Bond Issue               2013
Net Debt Service                                                               $ 126,213,461

















19

Exhibit J
LANDING FEE
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
Capital Costs
Gross debt service                                                                   $ 39,470,751
Less: PFC revenues                                                                  (21,010,605)
Debt service                                                                       $ 18,460,146
Debt service coverage - 
Amortization                                                                       7,194,231
Capital Costs                                                               [A]        $ 25,654,377
Operations and Maintenance Expenses                                [B]         47,734,396
Gross Airfield Movement Area Requirement                           [C=A+B]    $ 73,388,773
Less: Other Airfield Movement Area Revenue                             [D]          (1,241,470) 
Less: Non-Signatory Premiums                                           [D] - 
Less: Other (a)                                                                  [E]           (5,959,372) 
Airfield Movement Area Requirement                               [C-D-E]     $ 66,187,931
Maximum Gross Landed Weight                                                19,897,462
Landing Fee (per 1,000 pounds)                                                   $ 3.33 

_______________________
(a) Pursuant to Section 8.2.1. of the Signatory Lease and Operating Agreement.








9/6/2013

Exhibit J.1
RAMP TOWER FEE
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
Capital Costs
Gross debt service                                          $ - 
Less: PFC revenues - 
Debt service                                              $ - 
Debt service coverage - 
Amortization - 
Capital Costs                                        [A]     $ - 
Operations and Maintenance Expenses            [B]        1,010,425 
[C=A+B]  $ 1,010,425 
Number of Landings                                          152,012
Ramp Tower Use Fee                                 $ 6.65 











9/6/2013

Exhibit J.2
PASSENGER AIRLINE APRON FEE
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
Capital Costs
Gross debt service                                                     $ 3,433,185 
Less: PFC revenues - 
Debt service                                                         $ 3,433,185 
Debt service coverage - 
Amortization                                                            584,240
Capital Costs                                                  [A]      $ 4,017,425 
Operations and Maintenance Expenses                     [B]         4,178,735 
[C=A+B]   $ 8,196,160 
Less: Ramp Tower Revenues                               [D]        (1,010,425) 
Less: RON Parking Revenues                                 [E]         (1,025,401) 
Airfield Apron Area Requirement                         [C-D-E]    $ 6,160,334 
Maximum Gross Landed Weight for Passenger Carriers                  18,607,748
Passenger Airline Apron Fee                                         $ 0.33 









9/6/2013

Exhibit K
TERMINAL RENTAL RATES
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
Capital Costs
Gross debt service                                                                                         $ 70,004,164 
Less: PFC revenues                                                                                          (9,681,751)
Debt service                                                                                             $ 60,322,413 
Debt service coverage - 
Amortization                                                                                             7,300,083
Capital Costs                                                                                    [A]         $ 67,622,496 
Operations and Maintenance Expenses                                                   [B]           92,061,979 
[C=A+B]     $ 159,684,475
Ratio of Airline Rentable Space to total Rentable Space                                            [D]                   77.2%
[E=C*D]      $ 123,250,064
Less: Non-Signatory Premiums                                                               [F] - 
Less: Other (a)                                                                                       [F]             (11,920,531)
Terminal Building Requirement                                                          [G=E-F]      $ 111,329,533
Airline Rentable Space (normalized) (b)                                                           [H]              1,217,053
Terminal Rental Rate                                                                     [I=G/H]      $ 91.47 
Add: Baggage
Make up
Normalized Rental  Circulation Rate Terminal Rental
Groups                     Relativity      Rate by Group         (c)        Rate by Group
[J]                [K=I*J]                [L]               [L+K]
Group A
Gates                                                 2.00  $ 182.95         $ 35.24       $ 218.19 
Group B
Ticket Counters                                            1.00  $ 91.47                 (See Exhibit K.5)
Baggage Claim                                          1.00  $ 91.47        $ 35.24        $ 126.72 
Baggage Makeup                                    1.00  $ 91.47       $ 35.24       $ 126.72 
Publicly-accessible Offices, VIP lounges                       1.00  $ 91.47         $ 35.24         $ 126.72 
Security Checkpoint Areas                                  1.00  $ 91.47        $ 35.24        $ 126.72 
Group C
Non-publicly accessible offices                                0.50  $ 45.74                  (See Exhibit K.7)
Group D
Closed storage                                             0.25  $ 22.87                 (See Exhibit K.8)





1                                            9/6/2013

Exhibit K (page 2 of 2)
TERMINAL RENTAL RATES
Seattle-Tacoma International Airport
Calendar Year

Footnotes to Terminal Rental Rate Exhibit

(a) Pursuant to Section 8.3.1. of the Signatory Lease and Operating Agreement.
(b) Based on the following calculations:
Normalized
Airline Rentable                      Airline Rentable
Group of Space                      Space          Relativity          Space
Group A
Gates                                             207,052              2.00         414,104
Group B
Ticket Counters                                          48,600               1.00           48,600
Baggage Claim                                       122,058              1.00         122,058
Baggage Makeup                                 377,971             1.00        377,971
Publicly-accessible Offices, VIP lounges                    131,998                 1.00           131,998
Security Checkpoint Areas                                47,961               1.00           47,961
Group C
Non-publicly accessible offices                            126,254                 0.50           63,127
Group D
Closed storage                                          44,937                0.25          11,234
1,217,053
(c) Based on the following calculations:
2013
Square feet of Baggage Make up Circulation Space                                            273,684
Terminal Rental Rate for Group B                                                     $ 91.47 
$ 25,035,151 
Square feet of Airline Rented Space                                                            710,386
Baggage Make up Circulation Rate                                                $ 35.24 








2                                            9/6/2013

Exhibit K.1
GATE RATES AND FEES
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
AVERAGE GATE COST
Terminal Rental Rate for Group A                                                                     $ 218.19 
Square feet of Gate space                                                                                  207,052
[A]        $ 45,176,870
Terminal Rental Rate for Group B                                                                     $ 126.72 
Square feet of Security Checkpoint Area                                                                      47,961 
[B]        $ 6,077,439 
Airline Support Systems and Equipment Costs (a)
Capital Costs
Gross debt service                                                                                     $ 1,864,039 
Less: PFC revenues - 
Debt service                                                                                        $ 1,864,039 
Debt service coverage - 
Amortization                                                                                         396,585
Capital Costs                                                                                 [C]       $ 2,260,624 
Operations and Maintenance Expenses                                                [D]         1,281,333
[E=D+C]    $ 3,541,957 
Capital Costs and O&M Expenses allocable to airline realignment projects                      [F]         16,069,421
Total Gate Requirement                                                           [A+B+E+F]   $ 70,865,687
Number of Gates                                                                                      78
Average Gate Cost                                                                             $ 908,534 
PREFERENTIAL USE GATE RENTAL RATE
Average Gate Cost                                                                               $ 908,534 
Number of Preferential Use Gates                                                                             64
$ 58,146,205
Unrecovered Common Use Gate Requirement (see second page of this exhibit)                           6,873,748
Preferential Use Gate Requirement                                                               $ 65,019,952
Number of Preferential Use Gates                                                                             64
Preferential Use Gate Rental Rate                                                                   $ 1,015,937 





9/6/2013

Exhibit K.1 (page 2 of 2)
GATE RATES AND FEES
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
COMMON USE GATE TURN FEE
Average Gate Cost                                                                               $ 908,534 
Number of Common Use gates                                                                        14
Common Use Gate Requirement                                                   [G]      $ 12,719,482
Common Use Turns (4 Turns per day, 365 days per year)
Class 1 (Widebody, dual aisle aircraft)                                                                              8,310
Class 2 (Narrowbody, single-aisle, over 100 seats)                                                               12,043
Class 3 (Regional and Commuter, aircraft with 100 or fewer seats)                                                  87
20,440
Assumed Common Use Turns (4 Turns per day, 365 days per year, normalized)          Relativities
Class 1 (Widebody, dual aisle aircraft)                                                            2.0              16,619
Class 2 (Narrowbody, single-aisle, over 100 seats)                                              1.0              12,043
Class 3 (Regional and Commuter, aircraft with 100 or fewer seats)                             0.5                  44
[H]               28,706
Normalized Average Common Use Gate Turn Fee                                      [G/H]     $ 443.09 
Per Turn Fees                                                                        Relativities
Class 1 (Widebody, dual aisle aircraft)                                                            2.0       $ 886.19 
Class 2 (Narrowbody, single-aisle, over 100 seats)                                              1.0       $ 443.09 
Class 3 (Regional and Commuter, aircraft with 100 or fewer seats)                             0.5       $ 221.55 
Actual Common Use Turns
Class 1 (Widebody, dual aisle aircraft)                                                                              3,819
Class 2 (Narrowbody, single-aisle, over 100 seats)                                                                5,535
Class 3 (Regional and Commuter, aircraft with 100 or fewer seats)                                                  40
9,394
Common Use Gate Turn Fees
Class 1 (Widebody, dual aisle aircraft)                                                                      $ 3,384,349 
Class 2 (Narrowbody, single-aisle, over 100 seats)                                                            2,452,523
Class 3 (Regional and Commuter, aircraft with 100 or fewer seats)                                              8,862
Common Use Gate Turn Fees                                                        [I]      $ 5,845,735 
Unrecovered Common Use Gate Requirement                                      [J=G-I]    $ 6,873,748 
_______________________
(a) Excluding Baggage Systems and Passenger Loading Systems.




9/6/2013

Exhibit K.2
BAGGAGE CLAIM RATE
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
Terminal Rental Rate for Group B                                                                         $ 126.72 
Square feet of Baggage Claim Area                                                                              122,058
[A]             $ 15,466,735 
Costs Allocable to the Common Use Baggage Claim System
Capital Costs
Gross debt service                                                                                         $ 462,337 
Less: PFC revenues                                                                                            (217,535)
Debt service                                                                                            $ 244,802 
Debt service coverage - 
Amortization                                                                                               310,209
Capital Costs                                                                                 [B]            $ 555,011 
Operations and Maintenance Expenses                                                [C]                 524,480
[D=B+C]        $ 1,079,491 
Baggage Claim Requirement                                                        [A+D]         $ 16,546,226 
10% of Baggage Claim Requirement to be allocated equally among all Signatory Airlines                   $ 1,654,623 
90% of Baggage Claim Requirement to be divided by Deplaned Domestic Passengers                     $ 14,891,604 
Deplaned Domestic Passengers                                                                          15,390,972 
Baggage Claim charge per Deplaned Domestic Passengers                                              $ 0.97 











9/6/2013

Exhibit K.3
BAGGAGE MAKE UP SYSTEM SPACE RATE AND FEES
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
PREFERENTIAL BAGGAGE MAKE UP SYSTEM SPACE RENT
Terminal Rental Rate for Group B                                                $ 126.72 

COMMON USE BAGGAGE MAKE UP (BMU) SYSTEM SPACE FEE
Terminal Rental Rate for Group B                                                $ 126.72
Square feet of Common Use BMU System Space                                     47,656
Common Use BMU System Space Requirement                             $ 6,038,791
Outbound Checked Bags processed on Common Use BMU Devices                  1,489,214
Common Use Baggage Make up Sysem Space Fee                           $ 4.06 














9/6/2013

Exhibit K.4
BAGGAGE MAKE UP SYSTEM FEES
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
Capital Costs
Gross debt service                                                                     $ 5,680,141 
Less: PFC revenues                                                                       (2,672,573)
Debt service                                                                         $ 3,007,568 
Debt service coverage - 
Amortization                                                                          3,811,144 
Capital Costs                                                                    [A]     $ 6,818,712 
Operations and Maintenance Expenses                                     [B]         6,443,608 
Baggage Make up (BMU) System Requirement                           [C=A+B]  $ 13,262,320 
10% of BMU System Requirement to be allocated equally among all Signatory
$ 1,326,232
Airlines
90% of BMU System Requirement to be divided by Outbound Checked Bags
$ 11,936,088
processed on BMU System
Outbound Checked Bags processed on BMU System                                   10,986,544
Baggage Make up System Rate                                                  $ 1.09 









9/6/2013

Exhibit K.5
PREFERENTIAL USE TICKET COUNTER RENTAL RATE
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
Normalized Rental Rate for Group B                                                $ 91.47 
Square feet of rentable Ticket Counter Space                                                48,600 
[A]     $ 4,445,668 
Baggage Make up Circulation Rate                                                 $ 35.24 
Square feet of rented Ticket Counter Space                                                 43,627 
[B]     $ 1,537,486 
Ticket Counter Requirement                                             [A+B]  $ 5,983,155 
Square feet of rented Ticket Counter Space                                                 43,627 
Preferential Use Ticket Counter Rental Rate                                         $ 137.14 












9/6/2013

Exhibit K.6
COMMON USE TICKET COUNTER RATE
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
Preferential Use Ticket Counter Rental Rate                                           $ 137.14 
Square feet of rented Common Use Ticket Counter Space                                    7,819 
Common Use Ticket Counter Requirement                                      $ 1,072,324 
Common Use Ticket Counter hours of use                                                76,751
Common Use Ticket Counter Rate                                              $ 13.97 














9/6/2013

Exhibit K.7
NON-PUBLICLY ACCESSIBLE OFFICE SPACE RENTAL RATE
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
Normalized Rental Rate for Group C                                                 $ 45.74 
Square feet of rentable Non-Publicly Accessible Office Space                                126,254 
[A]     $ 5,774,521 
Baggage Make up Circulation Rate                                                 $ 35.24 
Square feet of rented Non-Publicly Accessible Offices Space                                  69,543 
[B]     $ 2,450,808 
Non-Publicly Accessible Office Requirement                                 [A+B]  $ 8,225,329 
Square feet of rented Non-Publicly Accessible Offices Space                                  69,543 
Non-Publicly Accessible Office Rental Rate                                           $ 118.28 












9/6/2013

Exhibit K.8
CLOSED STORAGE SPACE RENTAL RATE
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
Normalized Rental Rate for Group D                                            $ 22.87 
Square feet of rentable Closed Storage Space                                           44,937 
[A]   $ 1,027,649 
Baggage Make up Circulation Rate                                             $ 35.24 
Square feet of rented Closed Storage Space                                            22,752 
[B]   $ 801,817 
Closed Storage Requirement                                          [A+B] $   1,829,466 
Square feet of rented Closed Storage Space                                            22,752 
Closed Storage Rental Rate                                                   $ 80.41 












9/6/2013

Exhibit K.9
PASSENGER LOADING BRIDGE FEES
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
AVERAGE PASSENGER LOADING BRIDGE COST
Capital Costs
Gross debt service                                                      $ 1,109,613 
Less: PFC revenues - 
Debt service                                                          $ 1,109,613 
Debt service coverage - 
Amortization                                                             282,018
Capital Costs                                                    [A]      $ 1,391,630 
Operations and Maintenance Expenses                       [B]         1,691,031
[C=A+B]   $ 3,082,661 
Port-owned Loading Bridges                                   [D]                 59
Average Passenger Loading Bridge Cost                     [E=C/D]   $ 52,248 

PREFERENTIAL PASSENGER LOADING BRIDGE FEE
Average Passenger Loading Bridge Cost                                 $ 52,248 

COMMON USE PASSENGER LOADING BRIDGE RATE
Average Passenger Loading Bridge Cost                                 $ 52,248 
Port-owned Passenger Loading Bridges serving Common Use Gates                  13
$ 679,230 
Turns on Gates with Port-Owned Passenger Loading Bridges (a)                  8,830
Common Use Passenger Loading Bridge Rate                         $ 76.92 
_______________________
(a) Excludes Turns on Gate D-4, which Passenger Loading Bridge
is owned by Alaska Airlines.



9/6/2013

Exhibit L
FIS RATE
Seattle-Tacoma International Airport
Calendar Year
Estimated
2013
Capital Costs (a)
Gross debt service                                                                $ 2,798,731 
Less: PFC revenues                                                                   (217,535)
Debt service                                                                    $ 2,581,196 
Debt service coverage -
Amortization                                                                       759,629
Capital Costs                                                             [A]       $ 3,340,825 
Operations and Maintenance Expenses (a)                            [B]          4,116,129
Gross FIS Requirement                                             [C=A+B]    $ 7,456,954 
Less: Rental revenue of space in FIS Facility from government agencies - 
FIS Requirement                                                            $ 7,456,954 
Deplaned International Passengers                                                   1,234,815
FIS Rate                                                                          $ 6.04 
_______________________
(a) Includes the sum of Capital Costs and Operations and Maintenance Expenses allocable
to the FIS Facility, the Common Use Baggage Claim Area serving the FIS Facility, and
the Baggage Make up System and Common Use Baggage Claim System serving the
FIS Facility.








9/6/2013