FIRST AMENDMENT TO THE TERMINAL FACILITIES LEASE AND LICENSE AGREEMENT

Transcription

1 FIRST AMENDMENT TO THE TERMINAL FACILITIES LEASE AND LICENSE AGREEMENT THIS FIRST AMENDMENT TO THE TERMINAL FACILITIES LEASE AND LICENSE AGREEMENT (this Amendment ) is made as of, 2017 ( First Amendment Execution Date! between the CITY OF LOS ANGELES, acting by and through the Board of Airport Commissioners of its Department of Airports, as landlord and licensor (the Landlord ), and DELTA AIR LINES, INC., as tenant and licensee (the Tenant ) and shall be effective on the Execution Date. Certain terms used in this Amendment and not defined elsewhere in the text of this Amendment, are used with the meanings specified in the Terminal Facilities Lease and License Agreement (LAA-8939), between the Landlord and the Tenant (the Lease ). RECITALS and 3; WHEREAS, the Tenant and the Landlord entered into the Lease for space in Terminals 2 WHEREAS, upon the completion of the relocations contemplated in Section of the Lease it was determined that the cost of the relocations exceeded the estimated costs outlined in Schedule 1-C; WHEREAS, under the Lease the Landlord agreed to issue a Relocation Rental Credit for the Relocation Expenses of up to $60 million; WHEREAS, the Landlord wishes to make a cash payment to reimburse the Tenant for the renovations made by the Tenant under the Relocation Plan that are in excess of the $60 million Relocation Rental Credit; WHEREAS, the Tenant acknowledges that the increase in the Relocation Expenses shall not result in an increase of the Maximum Acquisition Amount and that the Maximum Acquisition Amount remains the same; NOW, THEREFORE, in consideration of the mutual agreements contained in this Amendment, the Landlord and the Tenant agree with each other as follows: AGREEMENT 1. A new paragraph shall be added at the end of Section of the Lease as follows: In addition to the above right of entry, the Landlord grants to the Tenant, from the Relocation Date to December 31, 2018, a temporary non-exclusive right of entry to the areas in Terminals 5 and 6 as identified in Exhibit A-3. The right of entry shall be for the Delta First Amendment T2/3 Lease kdri ve/opentext/ ty/leases/delta v. 2 1

2 following purpose and no other: to complete construction related to the approved Relocation Plan. This Section shall not be deemed to grant the Tenant an easement, lease or any other property interest in Terminals 5 and 6. The Tenant agrees to coordinate all work related to the Relocation Plan with the Airlines then using Terminals 5 and 6. The Tenant also agrees to not unreasonably affect operations in Terminals 5 and 6 during such period. 2. A new Section 1.4.2(c)(vii) shall be added after Section 1.4.2(c)(vi) of the Lease as follows: (vii) Notwithstanding the foregoing, the Landlord agrees to pay the Tenant for any Relocation Expenses that exceed Sixty-Million Dollars ($60,000,000) in cash ( Relocation Payment ); provided, however, that the total Relocation Expenses shall not exceed One Hundred Forty-Three Million Dollars ($143,000,000); and provided, further. that in order to receive the Relocation Payment, the Tenant agrees to satisfy the requirements under subsections (iv) and (v) applicable to Relocation Rental Credit for any Relocation Expenses that would be reimbursed by the Relocation Payment. If the Relocation Expenses are divided into separate scope components on Schedule 1-D. each such scope component shall be deemed to have its own Relocation Completion Date for purposes of subsections (iv) and (v) The phrase One Hundred Thirty-Four Million Seven Hundred Fifty Thousand Dollars ($134,750,000) at the end of Section 1.4.3(c)(i) of the Lease shall be replaced with the phrase One Hundred Four Million Four Hundred Thousand Dollars ($104,400,000) of which the total purchase amount for Items 1 through 5 as described in Schedule 1-D shall not exceed Eighty-Six Million Four Hundred Thousand Dollars ($86,400,000) and total purchase amount for the Additional T2/3 Scope as described in Schedule 1-D shall not exceed Eighteen Million Dollars ($18,000,000). The phrase One Hundred Ten Million Two Hundred Fifty Thousand Dollars ($110,250,000) at the end of Section 1.4.3(d)(i)(A) of the Lease shall be replaced with the phrase Fifty-Seven Million Six Hundred Thousand Dollars ($57,600,000) The phrase Two Hundred Sixty-Seven Million Eight Hundred Sixty Thousand Dollars ($267,860,000) in Section 1.4.3(d)(ii)(A) of the Lease shall be replaced with the phrase Ninety Million Two Hundred Thirty-Six Thousand Eight Hundred Fifty Dollars ($90,236,850). The following new definition shall be added to Section 24 of the Lease as follows: First Amendment Execution Date means the date the First Amendment to the Lease is executed by the CEO. 7. Schedules 1-A, 1-C and 1-D of the Lease shall be replaced with Schedules 1-A, 1-C and 1-D attached hereto. Delta First Amendment T2/3 Lease kdrive/opentext/ty/leases/delta v.2 2

3 Pursuant to Section ll(vi) of the Delta T5/6 Lease, the Landlord agreed to seek Board approval to purchase improvements described in the CEO-approved DTIP. The Landlord received Board approval on July 16, 2015 to purchase DTIP improvements in an amount not to exceed $29,500,000. The parties wish to clarify that notwithstanding the termination of the Delta T5/6 Lease, the Landlord s purchase obligation pursuant to the Board approval and the CEO-approved DTIP shall survive termination of the Delta T5/6 Lease. The T2/3 Scheduling Protocols that are in effect as of the First Amendment Execution Date are attached hereto as Attachment 1. Miscellaneous It is understood and agreed by and between the parties that, except as specifically provided herein, this Amendment shall not, in any manner, alter, change, modify or affect any of the rights, privileges, duties or obligations of either of the parties under the Lease, as amended, and except as expressly amended herein, all of the terms, covenants and conditions of the Lease, as amended, shall remain in full force and effect This Amendment shall be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns This Amendment may be executed in a number of identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one agreement. Facsimile signatures may be utilized. [signature page follows] Delta First Amendment T2/3 Lease kdrive/opentext/ty/leases/delta v.2 3

4 IN WITNESS WHEREOF, the Landlord and the Tenant have respectively executed this Amendment as of the day and year first above written. APPROVED AS TO FORM: LANDLORD: Michael N. Feuer, City Attorney CITY OF LOS ANGELES Date: By: Attorney By: Chief Executive Officer Department of Airports ATTEST; TENANT: DELTA AIR*LINESfIN< By: Namey Title: By: M- 0io <h Name: Title: K. Mark Pearson Vice President - Corporate Real Estate [Corporate Seal] Jan M. Davidso* Assistant Secretary Delta First Amendment T2/3 Lease kdrive/opentext/ty/leases/delta v.2 4

5 . T5/T6 Right of Entry - ARRIVALS LEVEL AIR CANADA B ALLEGIANT B AMERICAN AIRLINES ATS BOUTIQUE CBP B COMMON USE B DELTA El CONSORTIUM B ELS BCOPA B FRONTIER B GREAT LAKES B LAWA B HAWAIIAN OAL IT B JET BLUE BSAS B SKYWEST SPIRIT SUN COUNTRY B SWISSPORT B TBITEC UNDER CONSTRUCTION B VACANT VENDORS B VIRGIN AMERICA» f,: 1 i?! I l *8 li * ' T r 7 r i!(!5 <8 IS 18 S86l5! g o 5 s to C 'Cf Is loft oft i i i l l 1 H g ' i. J K r jj m to 2S II I I 3 i t l s a a. s o tn 3 o Si C C/I.! 1 i i* EXHIBIT A-3 ^ DE LTA % Exhibit A-3

6 T5/T6 Right of Entry - DEPARTURES LEVEL OELTA i DELTA ONE i 3177 SF.. TICKET COUNTERS 603 SF AIR CANADA OATS 0 ALLEGIANT BOUTIQUE COMMON USE DELTA 0 CONSORTIUM ELS 8 AMERICAN AIRLINES CBP SCOPA S FRONTIER B GREAT LAKES LAWA SKYWEST B SWISSPORT HAWAIIAN O OAL IT SPIRIT TBITEC JET BLUE SAS SUN COUNTRY V DELTA CURBSIDE COUNTERS COPA «TICKET COUNTERS 182 SF UNOER REDCOATS 331 SF CONSTRUCTION CURBSIDE COUNTERS VACANT 3 VENDORS UNDER VIRGIN CONSTRUCTION AMERICA GREAT LAKES t MQKULELE AMERICAN AIRLINES TICKET COUNTERS T1CKL- COUNTERS 182 SF 1639 SF AMERICAN AIRLINES CURBSIDE COUNTERS =J= 1 H a CES-gS-Om-D / delta IT ROOM 964 SF DELTA OSM 766 SF DELTA ATO 2959 SF I M / / 5!.tLi /9 / / CE-S-SO-CS-iQ OELTA TICKET COUNTERS 862 SF delta VENDORS 822 SF r COPA ATO 685 SF AMERICAN ATO 2508 SF ATO 152 SF PREVIOUS VACANT i 3177 SF HAWAIIAN CURBSIDE COUNTERS HAWAIIAN TICKET COUNTERS 853 SF 43ByjE AMERICAN-----TICKET COUNTERS 604 SF TICKET COUNTERS 712 SF LAWA IT ROOM 331 SF SPIRIT AIRLINES TICKET COUNTERS 861 SF LAWA OFFICE 610 SF AMECTCAN CURBSIDE COUNTERS 3S ALLEGIANT TICKET COUNTERS 285 SF AIR CANADA TICKET COUNTERS 1661 SF COMMON USE TICKET COUNTERS 829 SF. FRONTIER TICKET COUNTERS 292 SF... 1 SUN COUNTRY TICKET COUNTERS 289 SF COMMON USE TICKET COUNTERS 337 SF 4 VIRGIN AMERICA BOUTIQUE TICKET COUNTERS TICKET COUNTERS 79 SF 832 SF VIRGIN AMERICA VIRGIN AMERICA FLAKES/ ATO MQKULELE y CURBSIDE 312 SF TICKET COUNTERS COUNTERS 225 SF ' / mm / "Lilli / Jgr / HAWAIIAN ATO 2565 SF T 1 T HAWAIIAN INFLIGHT 940 SF OAL nr ROOM 964 SF CONSORTIUM 170 SF VACANT 652 SF SUN COUNTRY ATO 220 SF ALLEGIANT AIR STORAGE 48 SF JETBLUE J ATO 1533 SF SAS OFFICE 134 SF / SPIRIT ATO 549 SF LAWA CARPENTER 134 SF TENANT IT ROOM 117 SF LAWA ELECTRICAL 84 SF I BOUTIQUE ATO 152 SF AIR CANADA ATO 2881 SF FRONTIER ATO 672 SF ENDSTATE A DE LTA % Exhibit A-3

7 T5/T6 Right of Entry - T5 RAMP LEVEL AIR CANADA ATS COMMON USE GREAT LAKES LAWA SKYWEST B SWISSPORT ALLEGIANT BOUTIQUE CONSORTIUM ELS HAWAIIAN OAL IT SPIRIT B TBITEC EE AMERICAN AIRLINES CBP H COPA m FRONTIER S JET BLUE SAS D SUN COUNTRY DELTA IT ROOM 524 SF DELTA OFFICES SF LAWAIT ROOM 764 SF DELTA IT ROOM 764 SF -DELTA INFLIGHT 4274 SF LAWA FACILITIES STORAGE 1000 SF CONSORTIUM 973 SF ALLEGIANT INFUGHT 160 SF VACANT 839 SF VACANT 1380 SF Ns, SWISSPORT RAMP OPERATIONS 2014 SF ii % jgmue JETBLUE RAMP OPERATIONS 2464 SF OELTA UNE MAINTENANCE -TA UNE MAINTENANCE STORES 4756 SF I SKYWEST RAMP OPERATIONS 502 SF OELTA HEALTH SERVICES 712 SF ATS RAMP OPERATIONS 630 SF AMERICAN RAMP OPERATIONS 104 SF HAWA1AN RAMP OPERATIONS 1588 SF VACANT 93 SF ALLEGIANT STORAGE 233 SF ENDSTATE / m TERMINAL EMPLOYEE BREAKROOM ^ DE LTA % Si LAWA STORAGE - DELTA INFLIGHT 3181 SF DELTA------PILOTS LOUNGE PREVIOUS AMERICAN RAMP OPERATIONS SF VACANT 52 SF OELTA RAMP OPERATIONS 2456 SF I TENANT IT Roor. SKYWEST STORAGE 52 SF Q VENDORS UNDER B VIRGIN CONSTRUCTION AMERICA TENANT IT ROOM 524 SF ~i COMPASS AIR 530 SF VACANT INFUGHT 579 SF x Tj SPIRIT RAMP OPERATIONS 2244 SF ALLEGIANT RAMP OPERATIONS 1621 SF LAWA itroom 3 Si 298 SF?T TENANT ITROOM 142 SF FRONTIER RAMP OPERATIONS 320 SF ---- CONSORTIUM STORAGE 754 SF Exhibit A-3

8 T5/T6 Right of Entry - T6 RAMP LEVEL AIR CANADA ATS COMMON USE DELTA C GREAT LAKES LAWA SKYWEST SWISSPORT VACANT B ALLEGIANT BOUTIQUE O CONSORTIUM ELS HAWAIIAN OAL IT SPIRIT TBITEC CVENDORS B AMERICAN AIRLINES CBP COPA B FRONTIER H JET BLUE SAS SUN COUNTRY UNDER CONSTRUCTION E VIRGIN AMERICAN STORAGE 167 SF VIRGIN AMERICA STORAGE 167 SF D AMERteAN 432 SF 4_ AMERICA VACANT 432 SF VIRGIN AMERICA STORAGE & LOCKERS 888 SF AMERICAN 963 SF VIRGIN AMERICA RAMP OPERATIONS 1663 SF VACANT 370 SF AMERICAN A1RUNES TECH OPS 2043 SF AMERICAN AIRLINES RAMP OPERATIONS 2033 SF VIRGIN AMERICA TECH OPS 2073 SF I - VIRGIN AMERICA ABOVE WING SUITE 1298 SF VIRGIN AMERICA VIRGIN VILLAGE 4198 SF v V "3 TERMINAL EMPLOYEE 6REAKROOM 984 SF AMERICAN UNE MAINTENANCE 2404 SF m OFFICE 877 SF OFFICE 391 SF -----AIR CANADA RAMP OPERATIONS 1257 SF OELTA UNE MAINTENANCE 866 SF AIR CANADA MLLSTORAGE 642 SF PREVIOUS ADE LTA % / AIR CANADA MLL STORAGE 642 SF AMERICAN STORAGE 92 SF BOUTIQUE STORAGE 92 SF ENDSTA7E Exhibit A-3

9 i T5/T6 Right of Entry - T5 CONCOURSE LEVEL AIR CANADA B ALLEGIANT AMERICAN AIRLINES ATS BOUTIQUE CBP COMMON USE DELTA O CONSORTIUM ELS H COPA B FRONTIER EGREAT LAKES IAWA HAWAIIAN OAL IT B JET BLUE SAS SKYWEST SPIRIT SUN COUNTRY SWISSPORT TBITEC UNDER CONSTRUCTION VACANT VENDORS H VIRGIN AMERICA S1A 1 SOB VENDOR 209 SF E LTA COMMON USE51A la :ji 0 50A CONSORTIUM 209 SF V American Airline* = III'.1 SIB COMMON USE51B S2A SOB E LTi Ameriran 53A, 'I al DELTA o 11 ll Inn OFFICE 52 BUS GATE i«; r 448 SF V Y,1 CONSORTIUM 53A 448 SF *1 54A American Airline* 54A spirit m tutunoc 53B 1 s 53B DELTA 5SA 54B 56 American Airline* jetblue SSA 'f- k to Mil HIM r ill tic ill = Is i y si.till ll»,t a - ' mu si "I 54B 56 spirit spirit 57 COMMON USE jetblue 58 COMMON USE PREVIOUS ENDSTATE A D E LTA % Exhibit A-3

10 T5/T6 Right of Entry - T6 CONCOURSE LEVEL AIR CANADA O ALLEGIANT D AMERICAN AIRLINES ATS BOUTIQUE CBP COMMON USE DELTA CONSORTIUM ELS COPA FRONTIER 0 GREAT LAKES LAWA HAWAIIAN OAL IT B JET BLUE SAS SKYWEST CD SPIRIT SUN COUNTRY B SWISSPORT Q TBITEC UNDER CONSTRUCTION VACANT VENDORS VIRGIN AMERICA V Amprlrm AirilnM rinnfllriinpt ii IB I I I -U! Si i V V America si Anwrirsm Airline America r a*. i r! J 62 'america 'america A 1 L l; AnwrirwiAkUnM r. 4>! s* * 9^^ 6SA t '*S 65A X % 1 65B I lw ' /. I S' } J 64A 66 n c r AIR CANADA MAPLE LEAF LOUNGE *49 SF?T^fe2f 65B 64A * sf>>! 67 I 68A 68A ^% 69A 69A 69B 68B 69B AIR CANADA SHARED USE PREVIOUS ENDSTATE ADELTA0 Exhibit A-3

11 T5/T6 Right of Entry - T5 CLUB LEVEL AIR CANADA S ALLEGIANT B AMERICAN AIRLINES ATS BOUTIQL'E CBP COMMON USE DELTA CONSORTIUM ELS COPA FRONTIER S GREAT LAKES LAWA HAWAIIAN OAL IT S JET BLUE SAS SKYWEST SPIRIT SUN COUNTRY B SWISSPORT T8ITEC UNDER CONSTRUCTION VACANT VENDORS VIRGIN AMERICA (3 OF LTA rrroom 116 SF / TENANTrr room 116 SF f DELTA STATION ADMIN 3867 SF CBP BREAK ROOM 1104 SF AMERICAN ATO 3887 SF / P fpil TB1TEC OFFICES 1186 SF L F3 4 D OELTA - SKYCLUB SF A L I VACANT SF ms. Bfi ri jmm 1 -e±l 3 C. C w i L BC n + + c PREVIOUS ENDSTATE A DE LTA % Exhibit A-3

12 T5/T6 Right of Entry - T6 CLUB LEVEL AIR CANADA E ALLEGIANT AMERICAN AIRLINES OATS BOUTIQUE CBP COMMON USE DELTA 0 CONSORTIUM ELS COPA B FRONTIER B GREAT LAKES LAWA HAWAIIAN OAL IT 9 JET BLUE SAS SKYIAEST SPIRIT SUN COUNTRY B SWISSPORT TBITEC UNDER CONSTRUCTION VACANT O VENDORS 3 VIRGIN AMERICA j a lial VENDORS TERMINAL OPERATIONS 4195 SF AIRCANANOA N MAPLE LEAF LOUNGE 4746 SF X t PREVIOUS ENDSTATE ADE LTA % Exhibit A-3

13 Schedule 1 -Attachment A Terminal 2 & 3 Remaining Investment Projects The Terminals 2 and 3 optional renovations and development scope is subject to DTIP process and may be submitted in accordance with the terms of the Lease The specific components are listed below: Scope Component Description 1. T2 Enhancements Design and construction of new T2 infrastructure and support space to relocate: Airport Coordination Center (ACC) Baggage Claim Devices 9/10 at T2 Temporary Bus Gate/Ramp at Gate 26 This work facilitates the demolition and reconstruction of the new Central Headhouse. 2. T3 Enhancements Design and construction of new T3 infrastructure and support space to relocate: Temporary Baggage Makeup for Phasing Baggage Claim Devices 5/6 at Terminal 3 Enabling, Ticketing, SSCP, & BOH Support Spaces FBI, TSA, CBP, LAWA and OAL s Vertical Transportation Upgrades at T3 Passenger Tunnel. This work facilitates the demolition and reconstruction of the new T3 Concourse and Satellite. 3. T2 Bus Gate Design and construction of new open-air, exterior bus gate and conveyance at T2 and will include a canopy and exterior fit and finish materials as well as modifications to public spaces to allow access to the bus gate. 4. T3 Concourse Design and construction activities including but not limited to: demolition, shoring, mass excavation, underground utilities, foundations, back-fill, civil scope, slab-on-deck, Mechanical/Electrical/Plumbing/Life Safety, all interior construction, fire-proofing, exterior enclosure, commissioning, punch-list, training and contract closeout. 5. T3 Concourse - BHS Design and construction of T3 new BHS improvements. Delta Air Lines Terminal 2 & 3 Redevelopment Program ( ) l

14 Schedule 1 -Attachment A Terminal 2 & 3 Remaining Investment Projects Scope Component 6. Central Headhouse Description Design and construction activities including but not limited to: demolition, shoring, mass excavation, underground utilities, foundations, back-fill, civil scope, slab-on-deck, Mechanical/Electrical/Plumbing/Life Safety, all interior construction, Right-of-Way considerations for future potential BHS, fire-proofing, exterior enclosure, commissioning, punchlist, training and contract closeout. 7. CBIS System Design and construction of new Central Headhouse CBIS. 8. West Headhouse Design and construction activities including but not limited to: demolition, shoring, mass excavation, underground utilities, foundations, back-fill, civil scope, slab-on-deck, Mechanical/Electrical/Plumbing/Life Safety, all interior construction, Right-of-Way considerations for future potential BHS, fire-proofing, exterior enclosure, commissioning, punchlist, training and contract closeout. 9. East Headhouse Design and interior renovation to the public areas and structural work to the East headhouse area to allow for a new level to be created at the checkpoint elevation. 10. T2 Concourse Design and interior renovations to improve passenger experience and allow for the introduction of the secure connector and associated passenger flows. 11. T2 Concourse - BHS Design and construction of T2 new BHS improvements. 12. T3 Satellite Design and construction activities including but not limited to: demolition, shoring, mass excavation, underground utilities, foundations, back-fill, civil scope, slab-on-deck, Mechanical/Electrical/Plumbing/Life Safety, all interior construction,, fire-proofing, exterior enclosure, commissioning, punch-list, training and contract closeout. 13. TBIT Connector ($160,000,000)* Design and construction activities including but not limited to: demolition, shoring, mass excavation, underground utilities, foundations, back-fill, civil scope, slab-on-deck, Mechanical/Electrical/Plumbing/Life Safety, all interior construction, Right-of-Way considerations for future potential BHS, fire-proofing, exterior enclosure, commissioning, punchlist, training and contract closeout. 14. T2 Apron - Southwest Repair or replacement of airside civil site improvements Delta Air Lines Terminal 2 & 3 Redevelopment Program ( ) 2

15 Schedule 1 -Attachment A Terminal 2 & 3 Remaining Investment Projects Scope Component 15. T2 Apron - Northwest Description Repair or replacement of airside civil site improvements 16. T2 Apron - Northeast Repair or replacement of airside civil site improvements 17. T2 Apron - Southeast Repair or replacement of airside civil site improvements 18. T3 Apron - Adjacent to Central & West Headhouses. Extends 150 ft. to the North 19. T3 Apron - West Repair or replacement of airside civil site improvements Repair or replacement of airside civil site improvements 20. T3 Apron - North Repair or replacement of airside civil site improvements 21. T3 Apron - East Repair or replacement of airside civil site improvements Maximum Amount That Landlord May Purchase**: (including interest) $1,455,000,000 *The future connector to TBIT (identified as #13 in this Schedule 1-A) is included on this list with the understanding that this project has a specific allowance of $160,000,000 set aside for TBIT connector work that the Landlord and the Board of Airport Commissioners may approve Delta to construct pursuant to a future DTIP. If the Landlord and the Board of Airport Commissioners do not approve Delta to construct a TBIT connector, then the Maximum Amount set forth above will be reduced by $160,000,000 to $1,295,000,000. ** This amount represents the maximum amount that the Landlord may purchase subject to Board approval pursuant to this Lease (Maximum Acquisition Amount minus Minimum Investment Requirement that are Non-Proprietary Renovations ($1,760,000,000 - $305,000,000 =$1,455,000,000)). In addition to the above list of Remaining Investment Projects, Delta estimates it will invest an additional $55,000,000 for Delta Renovations. Accordingly, such estimate of $55,000,000 of Delta Renovations is not included in the maximum amount that Landlord may purchase. Delta Air Lines Terminal 2 & 3 Redevelopment Program ( ) 3

16 Schedule 1-D Terminal 2 & 3 Summary of Minimum Investment Projects The following improvements are proposed to be designed and constructed by Delta. Scope Component 1.a. Other Airlines Relocation l.b. Other Airline Relocation - Premium Passenger Lounge Phase II 2. Terminal 2 and 3 BHS Description Design and construction of new infrastructure and support spaces necessary to accommodate other airlines in T2 and T3, and the airlines relocated to T5, T6, and TBIT. The scope includes: New information technology infrastructure / backbone Common use systems Trailers that will be re-used for LAMP Paging systems Renovated ticketing counters Renovated baggage systems and baggage claim areas Upgrades to the ramp area to accommodate aircraft of all the airlines relocating All required airline operation and support space Relocation/moving expenses Abatement, demolition, and construction of premium passenger lounge vanilla shell (Premium Passenger Lounge Phase I) Construction of Terminal 6 building expansion to provide new holdroom, vertical circulation and exclusive use Premium Passenger Lounge entrance. Improvements to the T2 North Baggage Handling System (BHS), and TSA CBIS area including enabling work, such as demolishing existing T2 outbound baggage system components and structures, expanding CBIS capacity, and installing new conveyors, systems, controls to the outbound baggage system to increase the baggage screening capacity at T2. Improvements to the T3 North Baggage Handling System (BHS), and Ramp areas including enabling work, such as demolishing existing T3 outbound baggage system components and structures, and installing temporary outbound baggage systems and sprung structures to increase the baggage sortation capacity at T3. 3. Terminal 2 and 3 Data Network Infrastructure Data and Network Infrastructure including: Constructed 11 Intermediate Distribution Facilities (IDF) Delta Air Lines Terminal 2 & 3 Redevelopment Program ( ) l

17 Schedule 1 -D Terminal 2 & 3 Summary of Minimum Investment Projects Scope Component 4. Terminal 2 and 3 Lobby, Holdroom and Infrastructure Improvements 5. Terminal 2 and 3 Support Space Renovations 6. Terminal 3 Bus Gate 7. Delta Renovations (Proprietary) Description Constructed 2 Main Distribution Facilities (MDF) Constructed 1 Radio Distribution Facility (RDF) Delivered 3 external Power Generators to support MDF s and Aircraft Control Center (ACC) Deployed Electronic Visual Information Displays for Flight Information in Public Spaces and Support Spaces Installed 33 Roof Mounted Cameras to support the ACC Installed 24 Radio-frequency identification (RFID) readers to support the Delta Baggage System Design and construction of new infrastmcture including: New electrical infrastructure in T2/T3 to support all Ramp ADGUs, RIDS, GSEs, PTZ Cameras New electrical infrastructure in T2/T3 to support all new BIDS, GIDS, FIDS New Help Centers in T2/T3 New Recheck facility in T2 Renovating support spaces as needed to support Delta, Delta partners and OA operations. Scope includes offices, breakrooms, conference rooms, ramp ops, etc. Add a new bus gate at Terminal 3 that will allow for connectivity between Terminal 2 and TBIT. This work includes, but is not limited to, new elevator (ADA required), escalator and stairs. All costs associated with design and construction of: Terminal 6 Air Canada Club Airline lounge construction from shell to completion - includes basic restrooms, interior partitions, food service prep and utility distributions, fit and finish and furniture. Improvements in Terminal 2 and 3 for the Delta Proprietary Data Network All renovations to the Delta Sky clubs in Terminals 2 and 3 Fit out for the Delta Stores Support Space in TBIT All Delta specific branding including boarding process equipment/signage and holdroom seating Delta created swing space used for Delta operations prior Delta Air Lines Terminal 2 & 3 Redevelopment Program ( ) 2

18 Schedule 1 -D Terminal 2 & 3 Summary of Minimum Investment Projects Scope Component Description to relocation All Delta specific millwork and furniture Delta Kiosks distributed between T2 and T Delta Proprietary Workstations in Public Spaces (Ticket and Gates) MEP/F systems for airline-specific lease space Loose office furniture and equipment All airline-specific IT equipment including end devices and patch cabling Airline maintained and owned GSE charging systems Airline-specific security systems and employee identification systems All airline gate area striping unless specific airport-wide standard striping mandated by LAWA Interior construction for airline-specific purposes and functions Architectural finish elements specific to airline TOTAL ESTIMATED PROGRAM COST: (including interest) $350,000,000 Delta Air Lines Terminal 2 & 3 Redevelopment Program ( ) 3

19 Schedule 1-D (continued) Terminal 2 & 3 Summary of Minimum Investment Projects - Delta Renovations Delta understands that, in general, the Delta Renovations are the improvements that are: Unique to Delta s specific operational needs, such that it is not reasonable to assume that another airline could use the improvements without modifications Specialty lighting, finishes, and other architectural elements specifically selected by Delta All interior construction of all exclusive lease space, including airline support space, airline passenger lounges, and exclusive premium passenger check-in areas Airline-specific or branded podiums/casework (a) MEP/F systems for airline-specific lease space Loose office furniture and equipment (a) All airline-specific IT equipment including end devices and patch cabling Airline lounge construction from warm vanilla shell to completion - includes basic restrooms, interior partitions, food service prep and utility distributions Architectural finish elements specific to airline(b) (a) Airline maintained and owned GSE charging systems Airline-specific security systems, employee identification systems, Gate area striping unless LAWA standard striping is mandated by LAWA<c) Interior construction for airline-specific purposes and functions(b) Airline branded boarding elements All airline branding Branded hold room seating All soft costs associated to these items above (a) (b) (c) All specific systems and equipment chosen by Delta and installed for the sole and proprietary use of an airline tenant will be deemed proprietary. This applies to main gear, head end equipment or units and all distribution or branches of the system to the end device or user. If, however, LAWA agrees that a system and parts of its components, such as IT backbone (raceways, cable trays, copper and fiber cabling, racks, uninterruptable power supplies, redundant infrastructure such as IT room cooling, etc.) are installed so that any future tenant could receive beneficial use of the system or any of the portions of the system, that system or portion may be deemed non-proprietaiy by LAWA in its sole discretion. Finish scope that is developed for the sole and proprietary use of the developing airline shall be deemed proprietary. This includes all branded elements of the design and airline computer equipment. Scope performed for the purposes of construction phasing is non-proprietary including restriping gates multiple times to support construction phasing Delta Air Lines Terminal 2 & 3 Redevelopment Program ( ) 4

20 Schedule 1-D (continued) Terminal 2 & 3 Summary of Minimum Investment Projects - Delta Renovations Schedule 1-D (continued) Terminal 2 & 3 Summary of Minimum Investment Projects - Delta Renovations Specifically, the Delta Renovations include, but are not limited to^ Scope Component 1. Terminal 6 Air Canada Club Preferential Improvements Description Requirements to fully complete the Terminal 6 Air Canada Club from shell space. 2. Delta IT Network for Terminals 2 and 3 All Delta proprietary equipment/components. 3. Terminal 2 and 3 Sky Club improvements Renovations to the Delta Sky clubs in Terminals 2 and Delta Branding 5. Swing Space Improvements Delta specific branding throughout Terminals 2 and 3. Delta required needs at the newly created swing space used for Delta operations prior to relocation. Delta costs are trailer rentals, Delta interiors and establishment of utilities. TOTAL ESTIMATED PROGRAM COST: $45,060,000 Additional Delta Renovation Costs (note - these are additional costs that Delta will incur outside of the Minimum Investment Requirement obligation) Pursuant to the agreement to realign project costs in connection with the First Amendment, Delta has acknowledged additional Delta Renovation costs as follows: Costs associated with acceleration of the airline relocation, including approximately $12,400,000 of soft costs and accrued interest costs, $29,000,000 of other expenses, and any additional design, construction, close-out or program management costs to complete the Minimum Investment Projects as outlined in Schedule 1-D. TOTAL ESTIMATED PROGRAM COST: $45,000,000 Delta Air Lines Terminal 2 & 3 Redevelopment Program ( ) 5

21 Schedule 1-D (continued) Terminal 2 & 3 Minimum Investment Projects - Airline Renovations In general, the Non-Proprietary Airline Renovations are the improvements that are: Useable by any airline operating in Terminal 2 & 3 Performed in/on the parts of the building classified as airline In cases of base building infrastructure and envelope, the portion of the improvements allocated to Airline is based on the ratio of Airline to public space in Terminal 2 & 3. The portion allocated to public space is Non-Proprietary Terminal Renovations. Scope Component 1. Terminal 2 and 3 BHS 2. Terminal 2 and 3 Data Network Infrastructure Description Improvements to the T2 North Baggage Handling System (BHS), and TSA CBIS area, to increase the baggage screening capacity at T2. Improvements to the T3 North Baggage Handling System (BHS), and Ramp areas near Gates 30,38B, 39 to increase the baggage sortation capacity at T3. Constructing 13 new IT rooms: (2) MDFs, (11) IDFs, connected by associated infrastructure in Terminals 2 & Terminal 2 and 3 Lobby/Holdroom and Infrastructure Improvements Design and construction of new infrastructure including: New electrical infrastructure in T2/T3 to support all Ramp ADGUs, RIDS, GSEs, PTZ Cameras New electrical infrastructure in T2/T3 to support all new BIDS, GIDS, FIDS New Help Centers in T2/T3 New Recheck facility int2 4. Terminal 2 and 3 Support Space Renovations 5. T3 Bus Gate Renovating support spaces as needed to support Delta, Delta partners and OA operations. Scope includes construction of offices, breakrooms, conference rooms, ramp ops, etc., but specifically excludes interiors, fumiture/fit and finish. Add a new bus gate at Terminal 3 that will allow for connectivity between Terminal 2 and TBIT. Sub-Total Estimated Non-Proprietary Airline Renovation Cost: (Including Interest Costs) $86,400,000 Additional T2/3 Scope - added 1. T2 Install/Relocate Gates 23B, 25, 26A, 26B, 27A, 27B Design and construction to add and/or relocate six (6) Passenger Boarding Bridges at the T2 Concourse, including foundations, commissioning, and exterior/interior building improvements at each location. This work allows Delta to maintain 22 operating gates during the construction of the other Scope Components of Delta Air Lines Terminal 2 & 3 Redevelopment Program ( ) 6

22 Schedule 1-D (continued) Terminal 2 & 3 Minimum Investment Projects - Airline Renovations Scope Component Description Work. 2. T3 Install New Gate - Design and construction to add and/or relocate one (1) Passenger 31A Boarding Bridge at the T3 Concourse, including foundations, commissioning, and exterior/interior building improvements at such location. This work allows Delta to maintain 22 operating gates during the construction of the other Scope Components of Work. 3. T2/3 Electrical Power Relocation Design and Construction of the new DWP power duct bank from T1 to the north end of T2. This enables DWP to provide a new power supply to the T2 and T3 Concourses, enabling demolition of the Central Headhouse. Sub-Total Estimated Additional T2/3 Scope Non-Proprietary Airline Renovations: $18,000,000 (including Interest Costs) TOTAL ESTIMATED ADDITIONAL T2/3 SCOPE NON-PROPRIETARY AIRLINE RENOVATION COST: $104,400,000 (Including Interest Costs) Delta Air Lines Terminal 2 & 3 Redevelopment Program ( ) 7

23 Schedule 1-D (continued) Terminal 2 & 3 Minimum Investment Projects - Terminal Renovations In general, the Non-Proprietary Terminal Renovations are the improvements that are: Performed in/on the public parts of the building In cases of base building infrastructure and envelope, the portion of the improvements allocated to Airline is based on the ratio of Airline to public space in Terminal 2 & 3. The portion allocated to public space is Non-Proprietary Terminal Renovations. Scope Component 1. Terminal 2 and 3 BHS 2. Terminal 2 and 3 Data Network Infrastructure 3. Terminal 2 and 3 Lobby/Holdroom and Infrastructure Improvements Description Improvements to the T2 North Baggage Handling System (BHS), and TSA CBIS area, to increase the baggage screening capacity at T2. Improvements to the T3 North Baggage Handling System (BHS), and Ramp areas near Gates 30,38B, 39 to increase the baggage sortation capacity at T3. Constructing 13 new IT rooms: (2) MDFs, (11) IDFs, connected by associated infrastructure in Terminals 2 & 3. Design and construction of new infrastructure including: New electrical infrastructure in T2/T3 to support all Ramp ADGUs, RIDS, GSEs, PTZ Cameras New electrical infrastructure in T2/T3 to support all new BIDS, GIDS, FIDS New Help Centers in T2/T3 New Recheck facility in T2 4. Terminal 2 and 3 Support Space Renovations 5. T3 Bus Gate Renovating support spaces as needed to support Delta, Delta partners and OA operations. Scope includes construction of offices, breakrooms, conference rooms, ramp ops, etc., but specifically excludes interiors, fumiture/fit and finish. Add a new bus gate at Terminal 3 that will allow for connectivity between Terminal 2 and TBIT. TOTAL ESTIMATED NON-PROPRIETARY AIRLINE RENOVATION COST: $57,600,000 (including Interest Costs) Delta Air Lines Terminal 2 & 3 Redevelopment Program ( ) 8

24 Schedule 1 - C Terminal 2 & 3 Relocation Plan The other airline relocation scope needed to accommodate affected airlines in Terminals 2 and 3 and Terminals 5, 6 and TBIT. The specific components are listed below: Scope Component 1.a. Other Airlines Relocation Description Design and construction of new infrastructure and support spaces necessary to accommodate other airlines in T2 and T3 and the airlines relocated to T5, T6, and TBIT. The scope includes: New information technology infrastructure / backbone Common use systems Trailers that will be re-used for LAMP Paging systems Renovated ticketing counters Renovated baggage systems and baggage claim areas Upgrades to the ramp area to accommodate aircraft of all the airlines relocating All required airline operation and support space Relocaiion/moving expenses Abatement, demolition, and construction of premium passenger lounge vanilla shell (Premium Passenger Lounge Phase I) 1.b. Other Airline Relocation - Premium Passenger Lounge Phase II Construction of Terminal 6 building expansion to provide new holdroom, vertical circulation and exclusive use Premium Passenger Lounge entrance. TOTAL ESTIMATED PROGRAM COST: (including interest) $143,000,000 Delta Air Lines Terminal 2 & 3 Redevelopment Program ( ) 9

25 T2/3 Scheduling Protocols 1. Definitions For purposes of the T2/3 Scheduling Protocols, the following terms have the meanings specified below. Unless otherwise defined herein, the terms defined in the Terminal Facilities Lease and License Agreement between Delta Air Lines Inc. and the City of Los Angeles (as amended, the Lease ) and used herein shall have the meanings given to them in the Lease. Active Loading shall mean that period of time that commences (a) 30 minutes prior to the scheduled departure time for aircraft having a number of seats equal to or less than 99, (b) 45 minutes prior to the scheduled departure time for aircraft having 100 seats or more but less than 175 seats, (c) 60 minutes prior to the scheduled departure time for aircraft, other than international Departing Flights, having 175 seats or more, (d) 75 minutes prior to the scheduled departure time for an international Departing Flight using aircraft having 175 seats or more but less than 350 seats, or (e) 90 minutes prior to the scheduled departure time for an international Departing Flight using aircraft having 350 seats or more, and that expires, regardless of aircraft size, 15 minutes after the scheduled departure time of the aircraft, or from time to time by the CEO in his or her sole discretion. Active Periods shall mean the periods of time when the Gate is in use for Active Loading and Active Unloading aircraft operations. Active Unloading shall mean that period of time that commences 15 minutes prior to the scheduled arrival time of an aircraft and expires (a) 30 minutes after the scheduled arrival time for an aircraft having a number of seats equal to or less than 99, (b) 45 minutes after the scheduled arrival time for an aircraft having a number of seats equal to or between 100 and 174, or (c) 60 minutes after the scheduled arrival time for an aircraft having a number or seats equal to or greater than 175, or from time to time by the CEO in his or her sole discretion. Departing Flight shall mean a scheduled revenue aircraft operation Actively Loaded at the Terminal that takes off at the Airport. Departing Seats shall mean the actual number of available seats on a Departing Flight. Large Aircraft shall mean all aircraft (a) with a wingspan equal to or larger than that of a Boeing ER or Boeing LR and/or (b) with a length equal to or greater than that of a Boeing ER or Boeing LR. Non-Active Periods shall mean the periods of time when Gate is not in use for Active Loading and Active Unloading aircraft operations. Utilization Measurement Period shall mean either (i) a consecutive six (6) month period or (ii) a consecutive twelve (12) month period, as determined by the CEO in his or her sole discretion. 2. Minimum Utilization Requirement. A. For purposes of implementing the provisions under the Lease regarding conversion of the Preferential-Use Gates to Common-Use Gates while the T2/3 Scheduling Protocols are in effect, the Minimum Utilization Requirement shall include the following two components: ATTACHMENT 1

26 1) The Minimum Performance Level for the average number of Departing Flights per gate per day during a Utilization Measurement Period. 2) The Minimum Performance Level for the average number of Departing Seats per gate per day during a Utilization Measurement Period. B. The Landlord shall find that the Tenant has failed to meet the Minimum Utilization Requirement if, during any Utilization Measurement Period, the Tenant does not exceed the Minimum Performance Level for at least one of the two components of the Minimum Utilization Requirement and is not projected by the Landlord to exceed such Minimum Performance Level for the then forthcoming six (6) months based on publically available published schedules. 3. Minimum Performance Levels. A. For calendar year 2017 the Minimum Performance Levels are as follows: 1) Average number of Departing Flights per gate per day: 6.5 Departing Flights 2) Average number of Departing Seats per gate per day: 1,444 Departing Seats B. For the purpose of determining whether the Tenant has met the Minimum Utilization Requirement: 1) 2) 3) 4) The number of Delta gates in Terminals 2 and 3 shall be 22, unless (i) the number of Tenant s Preferential-Use Gates is reduced in which case the number of gates for purposes of determining whether the Tenant has met the Minimum Utilization Requirement shall be reduced by the number of gates that have been converted, or (ii) the parties mutually agree to the reduction in the number of gates; The Landlord shall exclude Departing Flights and Departing Seats in other terminals; The Landlord shall include, in calculating the number of Tenant s Departing Flights and Departing Seats, handled airlines, accommodated Requesting Airlines, alliance partner airlines, Affiliates, and the Tenant s Landlord-approved subtenants; and For the purpose of calculating average Departing Flights, the Landlord will discount the value of the contribution of Departing Flights (i) for aircraft having 66 seats or more but less than 110 by fifty percent (50%) and (ii) for aircraft having less than 66 seats by seventy-five percent (75%). C. The Minimum Performance Levels for Departing Flights and Departing Seats shall automatically adjust on an annual basis proportional to the change in total passengers using the Airport with calendar year 2017 as the base year. The annual adjustment will occur each calendar year based on the total passengers using the Airport in the immediately preceding year.