Los Angeles World Airports£

TM

RESOLUTION NO. 26996

WHEREAS, on recommendation of Management, there was presented for approval, deferral of fee payment under Non-Exclusive Air Carrier Operating Permits, and Terminal Lease and License Agreements, listed in Attachment 1 attached hereto and made part hereof, for passenger air carriers and existing airline consortium for April and May 2020, and suspension of all gate utilization calculations and/or requirements under Terminal Lease and License Agreements for the same period; andLAX

Van Nuys WHEREAS, since the outbreak of COVID-19 at the end of December 2019, the United States State Department and the Centers for Disease Control and Prevention, as well as other governmental authorities, nations and airlines, have issued travel restrictions and warnings for a number of countries in Asia and Europe, and all airlines have reduced or cancelled flights to the affected regions and also curtailed their overall capacity due to a drop in demand, affecting both domestic and international air travel. The travel restrictions associated with COVID-19 have had an adverse effect on international and domestic passenger airlines serving Los Angeles International Airport (LAX). All passenger airlines have reported a downturn in traffic as well as expectations for continued reduced levels of traffic in the upcoming months. Facing pressures on their cash reserves, airlines have requested that Los Angeles World Airports (LAWA) provide temporary rent relief and refrain from recapturing gates during this period when they may be unable to meet existing gate utilization requirements. LAWA recognizes the importance of its partnership with the airlines in weathering and emerging from the current travel restrictions impacts; and

City of Los Angeles

Eric Garcetll Mayor

Board of Airport Commission* rs

Sean 0. Burton President

Valeria C. Velasco Vice President

Gabriel L. Eshaghian Beatrice C. Hsu Nicholas P Roxborough Dr. Cynthia A Telles Karim Webb

Justin Erbacc!Intenm Chief Exec Jive Officer WHEREAS, to provide a temporary cashflow relief and operational assistance for LAWA's

passenger airline partners, LAWA proposes the following measures:

I. Deferral of Terminal Rents and Airfield Fees Payable in the Duration Period:• Amend the payment terms under the Non-Exclusive Air Carrier Operating Permits

(ACOP) and each of the Terminal Lease and License Agreements (Leases) listed in Attachment 1 to allow a deferral of terminal rents and airfield fees due in the Duration Period.

Repayment Terms:• Allow a repayment of the deferred amounts to be made over a six (6)-month period,

starting July 1, 2020 through December 31, 2020 to be paid in equal monthly installments; provided, however, that if an Airline does not become a Signatory Airline under an Amended and Restated Rate Agreement by July 31, 2020, the amount of such terminal rents, use fees and airfield fees accrued for the Duration Period shall be paid by Airline in a single lump sum on or before August 1,2020.

Temporary suspension of all gate utilization calculations and/or requirements underLeases for the Duration Period; and

WHEREAS, the Board approved amendment to remove the interest component from said measures under the Temporary Passenger Airline Relief Program; and

WHEREAS, said Program will be available to all LAX commercial passenger air carriers, operating scheduled passenger service at LAX terminals, and existing airline consortium

SIX1 World Way Los Angeles California 90045-5803 Mall PO Box 92216 Los Angelas California 90009-2216 Telephone 855 463 5252 lnternetwww lawa.org

Resolution No. 26996 -2-

provided that they have no payment delinquencies in the last twelve (12) months, ending March 31, 2020, that have resulted in a drawdown on their Faithful Performance Guarantee (FPG), unless they have since then fully replenished their FPGs; and

WHEREAS, the above-mentioned terms will be offered to commercial passenger air carriers and the existing consortium in the form of a letter agreement that would amend the applicable agreements and would be executed by LAWA and the airline, subject to approval as to form by the City Attorney and the Los Angeles City Council; and

WHEREAS, this item, as a continuing administrative, maintenance and personnel-related activity, is administratively exempt from California Environmental Quality Act (CEQA) requirements pursuant to Article II, Section 2.f of the Los Angeles City CEQA Guidelines; and

WHEREAS, actions taken on this item by the Board of Airport Commissioners will become final pursuant to the provisions of Los Angeles City Charter Section 606;

NOW, THEREFORE, BE IT RESOLVED that the Board of Airport Commissioners adopted the Amended Staff Report; determined that this action is administratively exempt from CEQA pursuant to Article II, Section 2,f of the Los Angeles City CEQA Guidelines; approved a deferral of the payment of terminal rental, terminal use and airfield fees under Non-Exclusive Air Carrier Operating Permits, and all Terminal Lease and License Agreements, listed in Attachment 1 attached hereto and made part hereof, due In the months of April and May 2020 per the terms described herein; further approved a suspension of all gate utilization calculations and/or requirements in the Terminal Lease and License Agreements during the months of April and May 2020; and authorized the Interim Chief Executive Officer to implement a Temporary Passenger Airline Relief Program as set forth herein and execute the associated Letter Agreement, subject to approval as to form by the City Attorney and the Los Angeles City Council.

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I hereby certify that this Resolution No. 26996 is true and correct, as adopted by the Board of Airport Commissioners at its Special Meeting held on Thursday, April 9, 2020

:J)Grace rt/1igue|T/SecretaryBOARD OF AIRPORT COMMISSIONERS

Resolution No. 26996 -3-

ATTACHMENT 1

Terminal Leases

Board Agreement #Tenant Name

LAA-8965Air CanadaAir New Zealand LAA-8702

LAA-8581Alaska Airlines IncLAA-9037American Airlines Inc

Delta Airlines Inc LAA-8939ALAA-8764EmiratesLAA-8830Etihad Airways

Korean Airlines LAA-8753Qantas Airways Ltd LAA-8763Southwest Airlines Co LAA-8757BTom Bradley International Terminal Equipment Co LAA-8600United Airlines Inc LAA-3088D

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ATTACHMENT 1 (continued)

LAX ACOP AgreementsBoard Agreement #LAA-8912

Tenant NameABC Aerolineas SA de CVAer Lingus Limited______________Aeroenlaces Nacionales S A de CV

LAA-8924LAA-8992

Aeroflot Russian International Airlines LAA-8717Aerovias del Continente Americano S.A. Avianca LAA-8861Air Canada LAA-8748Air China Limited LAA-8721Air Italy S.p.A NBL-4750Air New Zealand LAA-8736Air Pacific Limited LAA-9025Air Tahiti Nui LAA-8714Alaska Airlines Inc LAA-8722Alitalia-Societa' Aerea Italiana SPA LAA-8871All Nippon Airways Co Ltd LAA-8678Al legiant Air LLC American Airlines Inc

LAA-8658LAA-8724

Asiana Airlines LAA-8659Austrian Airlines LAA-8969Boutique Air Inc_________British Airways PLC __Cathay Pacific Airways Ltd China Airlines Ltd

LAA-8880LAA-8660LAA-8661LAA-8673

China Eastern Airlines LAA-8726China Southern Airlines LAA-8737Compania Panamena de Aviacion S.A. LAA-8689Compass Airlines LLC LAA-8662Concesionaria Vuela Compania de Aviacion SAPI deCV LAA-8715Delta Airlines Inc LAA-8716El Al Israel Airlines Ltd LAA-8668Emirates LAA-8710Etihad Airways LAA-8810Eva Airways Corporation FINNAIR

LAA-8690NBL-4744

Frontier Airlines Inc LAA-8691Hainan Airlines Holding Company Limited LAA-8872Hawaiian Airlines Inc LAA-8727Hong Kong Airlines Limited LAA-8980Horizon Air Industries Inc LAA-8750Iberia Lineas de Espana S A Sociedad Anonima Opera LAA-8685Japan Airlines Co Ltd LAA-8728JetBlue Airways Corporation KLM Royal Dutch Airlines Korean Airlines

LAA-8738LAA-8679LAA-8739

Lan Peru SA LAA-8681LATAM Airlines Group S A LAA-8680Lineas Aereas Costarricenses SA LAA-8718

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ATTACHMENT 1 (continued)

LAX ACOP Agreements

Tenant Name Board Agreement #Lufthansa German Airlines LAA-8670Malaysian Airline System LAA-8708Mokulele Flight Services Inc LAA-8923Norwegian Air Shuttle ASA LAA-8806Norwegian Air UK Ltd. LAA-9026Philippine Airlines LAA-8682Polskie Linie Lotnicze LOT S A LAA-8954Qantas Airways Ltd LAA-8755Qatar Airways Q C S C LAA-8854Saudi Arabian Airlines Corporation LAA-8805Scandinavian Airlines of North America Inc LAA-8901Sichuan Airlines LAA-8945Singapore Airlines Ltd LAA-8675Skywest Airlines Inc LAA-8676Societe Air France LAA-8687Southwest Airlines Co LAA-8709Spirit Airlines Inc LAA-8712Sun Country Inc LAA-8663Swiss International Airlines LAA-8656TACA International Airlines SA LAA-8719Turk Hava Yollari A O LAA-8694United Airlines Inc LAA-8733Virgin Atlantic Airways Ltd LAA-8671Virgin Australia International Airlines LAA-8746Vuela Aviacion S.A. LAA-9013Westjet LAA-8695Xiamen Airlines LAA-8973