Exhibit 99.3
TECHNICAL CONDITIONS FOR THE EXTENSION
The Organismo Regulador del Sistema Nacional de Aeropuertos (hereinafter called, ORSNA), represented in this act by its President Carlos Pedro Mario Aníbal Lugones Aignase and its Vice-president Fernando Muriel, and the Concessionaire Aeropuertos Argentina 2000 S.A. (hereinafter called, indistinctly, “the Concessionaire” or “AA2000”), represented in this act by its President Eng. Martín Antranik Eurnekian, both jointly called, “the Parties” meet to set forth the technical conditions for the Extension of the Concessions of the airports that are part of Group “A” of the National Airport System.
FIRST: CONCESSION PERIOD
Pursuant to the contract structure of the Concession, the ORSNA recommends the National Executive Power to extend the concession period for TEN (10) years, which shall thus expire on February 13, 2038.
SECOND: NECESSARY INFRASTRUCTURE
2.1 Given the need for short and medium term investments in airport infrastructure to strengthen the airport system, a non-excluding preliminary list of tentative projects and works (Annex I) is attached hereto. The ORSNA will prioritize the different items in this project bank and will decide the works that will be carried out in each period, pursuant to the financial goals set forth in the Economic-Financial Equation of the Concession. As regards the sources of funding for needed investments, the parties have made the following considerations:
2.1.1 The Concessionaire undertakes the commitment to assign a volume of funds amounting to USD 132 million (including VAT) as direct investment to cover unpaid expenses for physical progress certifications, to complete in 2020 and 2021 ongoing works currently considered as direct investment which are deemed necessary by the ORSNA, and to pay the VAT corresponding to unpaid certificates of works carried out with funds of the “Trust Fund for Works of Group A of Airports of the National Airport System”, of the “Additional Fund for Substantial Investments in Group A of Airports” and of the “Specific Trust fund for Works if the 2012 Project Bank.”
2.1.2 The Concessionaire promises to do its best effort and to contribute all expertise at hand to get the greatest leverage possible to obtain before 12/31/2021 funding that enables the company to have an early influx of up to USD 85 million in the “Trust Fund for Works of Group A of Airports of the National Airport System.” This volume shall neither include the balances of such account accrued up to December 2020 nor any income generated by other alternative sources other than aforementioned ones.
2.1.3 The Concessionaire promises to do its best effort and to contribute all expertise at hand to get the greatest leverage possible to obtain before 12/31/2021 funding that enables the company to have an early influx of up to USD 124 million in the “Additional Fund for Substantial Investments in Group A of Airports”. This volume shall neither include the balances of such account accrued up to December 2020 nor any income generated by other alternative sources other than aforementioned ones.
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2.1.4 The Concessionaire promises to have before 03/31/2022 a volume of funds amounting to USD 406.5 million (VAT included). Such funds shall be used for the following purposes: (I) works considered as direct investment, to be carried out preferably during 2022/2023 and (ii) redemption of preferred shares of the National State performed by the Concessionaire before 03/31/2022, which shall be specifically allocated to airport infrastructure investments, as established in Decree 1799/07.
2.1.5 The Concessionaire undertakes the commitment to make Direct Investments for USD 200 million (VAT included) between the years 2024 and 2027 inclusive, at a rate of USD 50 million a year. This volume of investment shall be complementary to any Direct Investment balance carried forward from the 2021/2023 period, pursuant to the provisions of items 2.1.1) and 2.1.4) above, which are pending of execution by 2024.
2.1.6 Direct Investments for the 2028/2038 period shall be defined by the operative needs of the system and the balance of the concession.
2.2. With the purpose of providing an incentive to execute additional works, within the framework of the provisions of Clause 18 of the Memorandum of Agreement for Contract Renegotiation approved by Decree No 1799, of December 4, 2007 of the National Executive Power, the ORSNA may authorize the Concessionaire to execute contracts with third parties for a term longer than the term of effect of the Concession, as long as such term is justified by the magnitude of the investment and repayment thereof, and the Grantor or any person appointed by it may be subrogated to all rights and obligations of the Concessionaire at the end of the Concession.
THIRD: ECONOMIC-FINANCIAL EQUATION OF THE CONCESSION.
The indicative and conceptual FINANCIAL PROJECTION OF INCOME AND EXPENSES (FPIE) up to the year 2038 is attached hereto as Annex II.
The airport charges established in such financial projection aim to keep the balance of the Economic-Financial Equation of the Concession and the decision related to the final charges to be applied shall be based upon the Review Mechanism duly established and used by the ORSNA.
Financial obligations for March 2022, as stated in the previous clause, may be extended to December 2022, provided that there are external reasons not related to the parties that duly justify such extension, pursuant to ORSNA’s resolution, without detriment to the Investment commitments undertaken by the Concessionaire, which shall remain unaltered.
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FOURTH: EXCLUSIVITY
4.1. Pursuant to the provisions of clause 5.2 of the Concession Contract approved by Decree No 163 of the National Executive Power, of February 13, 1998, the exclusivity conferred pursuant to the provisions of clauses 3.11 and 4.1 of the Concession Contract shall be kept during the term of extension of the concession, with the following exceptions:
4.1.1. Airport influence areas in the interior of the country shall no longer be applicable. This provision does not include the Metropolitan Region of Buenos Aires (RMBA, as per the acronym in Spanish), which comprises the airports of Ezeiza, Aeroparque, San Fernando and El Palomar. Exclusivity for fiscal warehouse activities in the airport influence areas shall be kept in all the national territory.
4.1.2 New airport infrastructure projects in the Río de la Plata promoted by the National Public Sector, as stated in section 8 of Law 24 156, shall not be subject to exclusivity and included in the airport influence area when such activities cannot be funded and operated by the Concessionaire due to the characteristics thereof.
For such purposes, the ORSNA shall assess, after receiving the corresponding report from the Concessionaire, the possibility to carry out the project according to the provisions of clauses 4.3 or 4.4 of the Concession Contract.
4.1.3 Intercargo S.A. shall keep the concession of ground handling services, and shall thus pay the Concessionaire the agreed fees and prices. If the National State decides to terminate, cancel or conclude the concession contract for the service rendered by Intercargo S.A., the concession for such services shall be transferred to the Concessionaire, who shall render the services on its own or through a third party or parties hired for that purpose.
FIFTH: MAINTENANCE OF THE STATE’S SHARE OWNERSHIP.
The National State shall keep its 15% share of Aeropuertos Argentina 2000 S.A.’s ordinary capital and shall hold its rights to such shares up to the end of the Concession period, also keeping the intangibility of such shares with no need to pay any compensation whatsoever to the Concessionaire for them.
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SIXTH: WAIVER OF CLAIMS
Within TEN (10) working days of the effective date of the present Agreement,
6.1. | The Concessionaire shall prove its waiver of all claims, remedies and filed or ongoing lawsuits against the National State and/or its decentralized entities, both in administrative, arbitration or court proceedings, for any cause or, if applicable, it shall demonstrate it has obtained the corresponding judicial approval whenever the parties involved deem it necessary. |
6.1.1. Such waiver shall not imply an acknowledgment of the situation that originated the claim, remedy or lawsuit. In the specific case of fines imposed to the Concessionaire, in connection to which the Concessionaire has filed claims and/or legal proceedings, such actions shall be waived for the purpose of granting the extension that is the object of the present Agreement, and this waiver shall not be understood as an acknowledgment of the legitimacy of such fines.
6.1.2. The waiver or judicial approval shall include a request that each party bears its own costs.
6.2. | The Concessionaire shall submit to the ORSNA the duly certified and legalized instruments that expressly and fully state the waiver of rights and actions pursuant to the provisions of the preceding paragraph. |
6.3. | If upon the end of the term established in clause SIX the Concessionaire has not submitted proof of the corresponding waiver or judicial approval, the ORSNA shall cancel the application of the present Agreement. In such case, the ORSNA shall notify the Concessionaire of the breach and demand compliance with the committed waiver within a new term of 15 (fifteen) days. |
6.4. | After this term and upon failure by the Concessionaire to submit proof of the committed waivers or, if applicable, the corresponding judicial approval, the ORSNA may withdraw from the agreement for a cause attributable to the Concessionaire. |
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SEVENTH: TERM OF EFFECT.
7.1. | The following conditions are necessary for this Agreement to be effective: |
7.1.1. The submission of the Concessionaire’s Minutes of the Meeting of the Board of Directors approving and authorizing the execution of the present Agreement.
7.1.2. The decision by the National Executive Power to issue a decree approving the extension of the Concession period in the conditions established herein and approving the present Agreement.
7.2 | The Concessionaire hereby acknowledges and accepts that the extension is a discretionary decision of the National Executive Power and thus the Concessionaire expressly accepts that, if the National Executive Power decides not to extend the concession, the Concessionaire shall not be entitled to any compensation whatsoever for this reason. |
7.3 Upon breach by the Concessionaire of the technical conditions established herein, the corresponding penalties established in the Concession Contract (Decree No 163/98) and the Memorandum of Agreement for Contract Renegotiation (Decree No 1799/07) shall be applied.
[Illegible signature] | [Illegible signature] | [Illegible signature] | ||
M. EURNEKIAN | MURIEL | LUGONES |
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ANNEX
PRELIMINARY LIST OF WORKS AND PROJECTS - GROUP A OF THE NATIONAL AIRPORT SYSTEM
AEROPARQUE | INSTALLATION OF 400 HZ CONVERTERS | |
AEROPARQUE | CCTV SYSTEM AND PERIMETER INTRUSION DETECTION SYSTEM | |
AEROPARQUE | FIRE PROTECTION SYSTEM REFURBISHMENT FOR BUILDINGS II, V AND VI - DETECTION SYSTEM | |
AEROPARQUE | CONSTRUCTION OF NEW NORTHERN APRON - STAGE 1 | |
AEROPARQUE | SECTOR C RELOCATION WORKS - PASSENGER TERMINAL | |
AEROPARQUE | SECTOR C DEMOLITION | |
AEROPARQUE | SOUTHERN APRON EXPANSION - STAGE 2 | |
AEROPARQUE | CHECK-IN AREA EXPANSION | |
AEROPARQUE | SEWERAGE NETWORK | |
AEROPARQUE | SUPPORT SERVICE INFRASTRUCTURE | |
AEROPARQUE | NEW PAMPA - CHARLIE ENTRY STATION | |
AEROPARQUE | GAS NETWORK READJUSTMENT | |
AEROPARQUE | PASSENGER TERMINAL EXPANSION | |
AEROPARQUE | NEW TCA BUILDING / GROUND HANDLING SERVICES | |
AEROPARQUE | SOUTHERN APRON EXPANSION - STAGE 3 | |
AEROPARQUE | NEW INSPECTION STATION PSA - DOMESTIC FLIGHT DEPARTURES | |
AEROPARQUE | NORTHERN COASTAL LANDFILL | |
AEROPARQUE | RAILWAY TRANSPORT CONNECTION (PEOPLE MOVER) | |
AEROPARQUE | NORTHERN MULTILEVEL PARKING LOT | |
AEROPARQUE | NORTHERN SERVICE AREAS | |
AEROPARQUE | INTERNAL ROADS | |
AEROPARQUE | NEW TAXIWAYS AND NORTHERN APRON | |
AEROPARQUE | RUNWAY STRIP - NORTH SECTOR | |
BARILOCHE | FIRE PROTECTION SYSTEM | |
BARILOCHE | ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT | |
BARILOCHE | REMOTE APRON EXPANSION | |
BARILOCHE | NEW WEATHER STATION | |
BARILOCHE | PASSENGER TERMINAL EXPANSION |
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BARILOCHE | MAINTENANCE/SERVICE INFRASTRUCTURE | |
BARILOCHE | VEHICULAR PARKING LOT EXPANSION | |
BARILOCHE | COMMERCIAL APRON EXPANSION | |
BARILOCHE | RUNWAY - TAXIWAY - APRON PAVEMENT RENEWAL | |
CATAMARCA | APPROACH LIGHTING SYSTEM | |
CATAMARCA | PASSENGER TERMINAL RENOVATION | |
CATAMARCA | VEHICULAR PARKING LOT | |
CATAMARCA | SEWAGE TREATMENT PLANT | |
CATAMARCA | RUNWAY, TAXIWAYS AND APRON | |
C. RIVADAVIA | NEW WEATHER STATION | |
C. RIVADAVIA | APRON EXPANSION | |
CÓRDOBA | AIRFIELD LIGHTING SYSTEM, RUNWAY 18-36 - ALPHA, SOUTH AND BRAVO TAXIWAYS | |
CÓRDOBA | PARKING LOT EXPANSION | |
CÓRDOBA | ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT | |
CÓRDOBA | NEW TAXIWAY PARALLEL TO RUNWAY END 18 | |
CÓRDOBA | COMMERCIAL APRON EXPANSION | |
CÓRDOBA | PASSENGER TERMINAL EXPANSION | |
CÓRDOBA | FULL RENOVATION OF COMMERCIAL APRON LIGHTING SYSTEM | |
CÓRDOBA | NEW PARALLEL TAXIWAY AIRFIELD LIGHTING | |
CÓRDOBA | NEW S.E.I. BUILDING | |
CÓRDOBA | APPROACH LIGHTING SYSTEM - CAB. 23 | |
CÓRDOBA | MAINTENANCE/SERVICE INFRASTRUCTURE | |
ESQUEL | APPROACH LIGHTING SYSTEM | |
ESQUEL | NEW PASSENGER TERMINAL / TWR (CONSTRUCTION WORKS) | |
ESQUEL | NEW PARKING LOT | |
ESQUEL | SEWAGE TREATMENT PLANT | |
ESQUEL | RUNWAY - TAXIWAY - APRON PAVEMENT RENEWAL | |
EZEIZA | RUNWAY 11-29 RESTORATION - STAGE 2 | |
EZEIZA | RUNWAY 11-29 AIRFIELD LIGHTING SYSTEM | |
EZEIZA | HOTEL TAXIWAY RESTORATION | |
EZEIZA | HOTEL TAXIWAY AIRFIELD LIGHTING SYSTEM READJUSTMENT | |
EZEIZA | HOTEL TAXIWAY EDGE AIRFIELD LIGHTING SYSTEM | |
EZEIZA | FULL ALPHA, CENTERLINE TAXIWAY REPAVING |
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EZEIZA | GOLF TAXIWAY ADJUSTMENT FOR AIRCRAFT APRON (SECTOR 5) | |
EZEIZA | NEW TAXIWAYS (RAPID EXITS 11-29) | |
EZEIZA | NEW ALS SYSTEM (720 m) IN RUNWAY END 17 | |
EZEIZA | AIRFIELD LIGHTING RING - STAGE III | |
EZEIZA | EXPANSION OF CCTV SYSTEM, BRIDGES AND OPERATIVE APRON | |
EZEIZA | NEW TAXIWAY PARALLEL TO RUNWAY END 35 | |
EZEIZA | NEW WEATHER STATION | |
EZEIZA | RUNWAY 17/35 RESTORATION - STAGE 2 | |
EZEIZA | BRITE SYSTEM REPLACEMENT FOR AGLAS SYSTEM | |
EZEIZA | FIRE PROTECTION SYSTEM INSTALLATION / EVACUATION FACILITIES - TERMINAL A | |
EZEIZA | ROADWAY SYSTEM | |
EZEIZA | PASSENGER TERMINAL EXPANSION | |
EZEIZA | APRON EXPANSION | |
EZEIZA | FUEL NETWORK EXPANSION | |
EZEIZA | SUPPORT SERVICE INFRASTRUCTURE | |
FORMOSA | RUNWAY EXPANSION AND REINFORCEMENT | |
FORMOSA | NEW AIRFIELD LIGHTING SYSTEM | |
FORMOSA | NEW WEATHER STATION | |
FORMOSA | PASSENGER TERMINAL | |
GRAL PICO | FIRE PROTECTION SYSTEM | |
GRAL PICO | MOVEMENT AREA PAVEMENT RENEWAL | |
IGUAZÚ | NEW PASSENGER TERMINAL | |
IGUAZÚ | GENERAL AVIATION APRON EXPANSION | |
IGUAZÚ | NEW TREATMENT PLANT | |
JUJUY | NEW PASSENGER TERMINAL | |
JUJUY | NEW CONTROL TOWER AND OPERATIONS BUILDING | |
JUJUY | VEHICULAR PARKING LOT AND ROADWAYS | |
JUJUY | MOVEMENT AREA PAVEMENT RENEWAL | |
LA RIOJA | NEW AIRFIELD LIGHTING SYSTEM | |
LA RIOJA | NEW PASSENGER TERMINAL | |
LA RIOJA | COMMERCIAL APRON EXPANSION | |
LA RIOJA | NEW VEHICULAR PARKING LOT | |
LA RIOJA | RUNWAY AND TAXIWAY REINFORCEMENT |
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MALARGÜE | RUNWAY REPAVING | |
MALARGÜE | FIRE PROTECTION SYSTEM | |
MALARGÜE | AIRFIELD LIGHTING SYSTEM | |
MAR DEL PLATA | APPROACH LIGHTING SYSTEM | |
MAR DEL PLATA | MOVEMENT AREA PAVEMENT RENEWAL | |
MENDOZA | PASSENGER TERMINAL RENOVATION | |
MENDOZA | NEW TREATMENT PLANT | |
PARANÁ | NEW AIRFIELD LIGHTING SYSTEM | |
PARANÁ | RUNWAY REPAVING | |
PARANÁ | APPROACH LIGHTING SYSTEM | |
PARANÁ | FIRE PROTECTION SYSTEM | |
PARANÁ | PASSENGER TERMINAL RENOVATION | |
POSADAS | RUNWAY, APRON AND TAXIWAY REPAVING | |
POSADAS | RUNWAY STRIP LEVELLING WITH SOIL STABILIZATION IN RUNWAY AND TAXIWAYS | |
POSADAS | NEW AIRFIELD LIGHTING SYSTEM | |
POSADAS | PASSENGER TERMINAL | |
POSADAS | VEHICULAR PARKING LOT | |
PUERTO MADRYN | MOVEMENT AREA PAVEMENT RENEWAL | |
PUERTO MADRYN | PASSENGER TERMINAL RENOVATION | |
RECONQUISTA | ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT | |
RECONQUISTA | FIRE PROTECTION SYSTEM | |
RECONQUISTA | MOVEMENT AREA PAVEMENT RENEWAL | |
RECONQUISTA | PASSENGER TERMINAL RENOVATION | |
RESISTENCIA | PASSENGER TERMINAL RENOVATION | |
RESISTENCIA | FIRE PROTECTION SYSTEM | |
RESISTENCIA | MAIN TAXIWAY RECONSTRUCTION | |
RESISTENCIA | NEW WEATHER STATION | |
RESISTENCIA | MOVEMENT AREA PAVEMENT RENEWAL | |
RÍO CUARTO | ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT | |
RÍO CUARTO | FIRE PROTECTION SYSTEM | |
RÍO CUARTO | APPROACH LIGHTING SYSTEM + P.A.P.I. | |
RÍO CUARTO | MOVEMENT AREA PAVEMENT RENEWAL | |
RÍO GALLEGOS | NEW WEATHER STATION |
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RÍO GALLEGOS | APPROACH LIGHTING SYSTEM EXPANSION AND ENHANCEMENT | |
RÍO GALLEGOS | MOVEMENT AREA PAVEMENT RENEWAL | |
RÍO GALLEGOS | PASSENGER TERMINAL RENOVATION | |
RÍO GRANDE | NEW ATMOSPHERIC DISCHARGE SYSTEM | |
RÍO GRANDE | APPROACH LIGHTING SYSTEM | |
RÍO GRANDE | MOVEMENT AREA PAVEMENT RENEWAL | |
RÍO GRANDE | PASSENGER TERMINAL RENOVATION | |
SALTA | FIRE PROTECTION SYSTEM | |
SALTA | VEHICULAR PARKING LOT AND ROADWAY EXPANSION - STAGE 1 | |
SALTA | ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT | |
SALTA | APRON RECONDITIONING | |
SALTA | NEW WEATHER STATION | |
SALTA | NEW REGULATOR ROOM | |
SALTA | PASSENGER TERMINAL EXPANSION | |
SALTA | MOVEMENT AREA PAVEMENT RENEWAL | |
SAN FERNANDO | NEW S.E.I. BUILDING | |
SAN FERNANDO | NEW CONTROL TOWER | |
SAN FERNANDO | COMMERCIAL APRON EXPANSION | |
SAN FERNANDO | NEW WEATHER STATION | |
SAN FERNANDO | CCTV SYSTEM AND PERIMETER INTRUSION DETECTION SYSTEM | |
SAN FERNANDO | SANITATION INFRASTRUCTURE | |
SAN FERNANDO | PASSENGER TERMINAL | |
SAN FERNANDO | MOVEMENT AREA PAVEMENT RENEWAL | |
SAN FERNANDO | AIRSIDE COMPLEMENTARY WORKS | |
SAN JUAN | NEW AIRFIELD LIGHTING SYSTEM | |
SAN JUAN | NEW PASSENGER TERMINAL | |
SAN JUAN | MOVEMENT AREA PAVEMENT RENEWAL | |
SAN LUIS | ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT | |
SAN LUIS | APPROACH LIGHTING SYSTEM | |
SAN LUIS | MOVEMENT AREA PAVEMENT RENEWAL | |
SAN LUIS | PASSENGER TERMINAL RENOVATION | |
SAN RAFAEL | FIRE PROTECTION SYSTEM | |
SAN RAFAEL | APPROACH LIGHTING SYSTEM | |
SAN RAFAEL | RUNWAY REINFORCEMENT AND MANEUVERING AREA |
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SAN RAFAEL | PASSENGER TERMINAL RENOVATION | |
SANTA ROSA | PASSENGER TERMINAL | |
SANTA ROSA | APPROACH LIGHTING SYSTEM | |
SANTA ROSA | MOVEMENT AREA PAVEMENT RENEWAL | |
S. DEL ESTERO | ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT | |
S. DEL ESTERO | PASSENGER TERMINAL EXPANSION | |
S. DEL ESTERO | APPROACH LIGHTING SYSTEM | |
S. DEL ESTERO | AIRFIELD LIGHTING SYSTEM | |
S. DEL ESTERO | MOVEMENT AREA PAVEMENT RENEWAL | |
TUCUMÁN | APPROACH LIGHTING SYSTEM EXPANSION | |
TUCUMÁN | PASSENGER TERMINAL EXPANSION | |
TUCUMÁN | COMMERCIAL APRON EXPANSION | |
VIEDMA | ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT | |
VIEDMA | FIRE PROTECTION SYSTEM | |
VIEDMA | PASSENGER TERMINAL RENOVATION | |
VIEDMA | APPROACH LIGHTING SYSTEM | |
VIEDMA | MOVEMENT AREA PAVEMENT RENEWAL | |
VILLA REYNOLDS | MOVEMENT AREA PAVEMENT RENEWAL | |
MISCELLANEOUS GROUP A | SUPPORT SERVICE INFRASTRUCTURE | |
MISCELLANEOUS GROUP A | AIRFIELD LIGHTING - VISUAL AIDS | |
MISCELLANEOUS GROUP A | RUNWAY STRIP AND RESA RENEWAL |
Note: The present list of works and projects is of a tentative nature. It has been drawn for reference purposes for the period 2021/2038. Works will be defined in the annual planning based on their priority according to airport needs.
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