Terminal B Redevelopment Lease George Bush Intercontinental Airport/Houston

Terminal B History  Original Terminal B facility - constructed in 1969  Redevelopment project and Term Sheet approved by City Council April 2008  Project and lease deferred due to economic downturn  Program overview reviewed by TIA Committee on June 14, 2011  Lease set for City Council Agenda on August 3,

Program - Phasing  Phase 2: Provides the first of the three north side narrowbody and large RJ capable piers; existing 15 RJ pad positions change to 11 narrowbody positions (737s, Q400s or 70-seat RJs)  Phase 3: Provides the final two north side piers, an expanded terminal building (check-in lobby, baggage systems), and an FIS facility to provide international arrivals capability Phase 2 Phase 3  Phase 1: Consolidates regional jet activity on the south side with a centralized holdroom, a ramp-level walkway; south side parking positions increase from 19 to 30 RJs Phase 1 2

3  Larger concourses, designed consistent with Terminal E, will replace smaller existing flight stations. Facility Design

Lease Structure 4  Special Facilities Lease (SFL) Defines UA/CO’s funding, construction and operation of terminal similar to Terminal E Construction specifications, timelines and standards are outlined in a separate Program Definition Manual  Transition Terms (Exhibit E of SFL) Outlines use and lease provisions prior to redevelopment of an area Transition of City’s duties to UA/CO in preparation for construction

Terminal B SFL Phases 1, 2 & 3 5

Terminal B SFL- Operations 6  Effective for areas being renovated  Governs airport use and lease of Terminal B  UA/CO will manage maintenance, janitorial and concessions – same as in Terminal E  HAS responsible for security in Terminal B, as is currently done in Terminal E

Terminal B SFL - Revenue 7  UA/CO will pay ground rent equal to Terminal E rate for newly renovated areas  HAS will receive 10% of net concession revenue in the newly constructed areas, up to a maximum of $1,000,000 per year

Terminal B SFL – Term & Timeline  Expected Effective Date of SFL is late 2011  Expected date of beneficial occupancy of Phase 1 is 2014  Final phase construction must start no later than December 31, 2017  SFL Term is 25 years from the date of beneficial occupancy of the final phase  All phases will expire on the same day 8

Terminal B SFL – Business Opportunities 9  S/MWBE: Professional Services – M/WBE 24% Construction – M/SBE 30%  ACDBE (Concessions): UA/CO will follow the City’s Program and goals set every three years (currently 23.2%)  Prevailing Wage Rates per State law

Terminal B SFL - Funding  UA/CO Project Components Terminal buildings & concourses: $686 Million (Phase 1 - $97 Million, Phases 2 & 3 - $589 Million) Funding: Special Facility Revenue Bonds issued on UA/CO’s credit and/or partial cash funding  HAS Project Components Ramp and airfield infrastructure: $288 Million (Phase 1 - $55 Million, Phases 2 & 3 $233 Million) Funding: Passenger Facility Charges 10

Impact to Other Terminals  Terminal C - when six gates in Terminal B South are demolished, term will be extended 10 years to 2027  Terminal D - UA/CO relinquishes rights to six gates, allowing HAS unrestricted future renovations  FIS - if UA/CO builds a second FIS, they guarantee a minimum level of revenue to support Central FIS 11

Transition Terms 12

Transition Terms 13  Maintenance of facilities (including janitorial) and management of concessions transfer to UA/CO; HAS retains financial costs/benefits UA/CO will receive a credit under rates and charges for facility and janitorial costs UA/CO will remit concession revenue to HAS less a management fee Transfer occurs 3 months after the bond/cash funding HAS responsible for security, maintenance of structure and airport-wide systems

Next Steps  Bring SFL to City Council for approval August 3, 2011  Bring Amendment for Terminal C to City Council concurrently  Hold stakeholder meetings to finalize space, concession, and operational plans  Coordinate procurement and construction activities, including S/MWBE participation  Prepare for bond issuance, return to City Council (earliest December 2011, latest June 2012) 14

Q & A 15