Republic of the Philippines DEPARTMENT OF TRANSPORTATION AND COMMUNICATIONS

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1 Republic of the Philippines DEPARTMENT OF TRANSPORTATION AND COMMUNICATIONS PRE-QUALIFICA TION BIDS AND AWARDS COMMITTEE SPECIAL BID BULLETIN NO Subject: MACT AN-CEBU INTERNATIONAL PASSENGER TERMINAL PROJECT AIRPORT NEW TO ALL BIDDERS: Please find the following attached: I. Annex A: Revisions to Annex 9 (Financial Consequences of Termination) of the concession agreement I. In order to address a concern regarding the cap for Grantors' Event of Default after the Construction Start Date (Sections A.2 and A.3 in the attached annex), the PBAC has decided to replace this with the lesser of: a. The cost of construction and the premium as specified in the winning bidder's financial model; or b. The actual cost of construction and the premium as documented and proven by the concessionaire. 2. In order to address a concern regarding the ambiguous nature of returning any premium paid by the concessionaire the PBAC has decided to explicitly include the return of the premium in the definitions of: a. Dtd; and b. Et 11. Annex B: Answers to queries on project agreements and business tax Ill. Annex C: Information on project agreements For your guidance and information. Issued this 6tl~day of November I.~lU:J K.-LIMCAOC Undersecretary for Planning and Project Development and Vice-Chairman, Pre-Qualification Bids and Awards Committee " TIlECOUJMBlA TOWER foal!lo~4 0 BRGY. WACK-W ACK, ORTlGAS AVENUE 1555 MANDALUYONG CITY, PHJUPPINES THELEl'AX: (632) TRlINK.UNE: TO 79 DOTC AC'TION CENfER HOTl.lNE: 7890

2 ANNEXA Revisions to Annex 9 of version 4 of the Concession Agreement Section Previous Wording Revised Wordin2 D. Definitions (i) Did is the aggregate of all outstanding amounts, as at time td, (i) DUI is the aggregate of all outstanding amounts, as at time and Notations - of all Debt of the Concessionaire pertaining to the td, of all Debt of the Concessionaire pertaining to the Definition of development of Concessionaire O&M Facilities, and Premium and the development of Concessionaire O&M Debt provided that, if termination occurs during the construction Facilities, and provided that, if termination occurs during period pertaining to a Capacity Augmentation, thed td shall the construction period pertaining to a Capacity not include any amount related to Debt for work-in-progress Augmentation, the D td shall not include any amount related for such Capacity Augmentation, and to Debt for work-in-progress for such Capacity Augmentation, and D. Definitions Initial Capex before completion of any Capacity Augmentation = Initial Capex before completion of any Capacity Augmentation and Notations - will be the lesser of:= Definition of PhP ( (AS )) Million; Initial Capex a) the cost of contruction and the premium as specified in the Where: AS is the area oft2 in square meters as constructed by winning bidder's financial model; or the Concessionaire, and b) the actual cost of construction and the premium as Initial Capex after completion of any Capacity Augmentation = documented and proven by the Concessionaire. PhP ( (AS )) Million plus the capital cost PhP (8873 =F () ()()O» MilliO/~; approved by the Grantors as part of the all Capacity Augmentation completed as at time td; Where: AS is the area of T2 in square meters as eonstrueted by the Coneessionaire, and Where: AS is the area of T2 in square meters as constructed by the Concessionaire, and Initial Capex after completion of any Capacity Augmentation will be the lesser of: = Provided that the depreciation of Initial Capex, for the purposes of

3 ANNEXA this Annex9, shall be done on a straight-line basis over the period a) the cost of contruction and the premium as specified in the from the date of issuance of Final Acceptance Certificate to the winning bidder's financial model; or expiry of the Concession Period as may be extended in accordance with the Concession Agreement. b) the actual cost of construction and the premium as documented and proven by the Concessionaire plus the capital cost approved by the Grantors as part of the all Capacity Augmentation completed as at time Id,' 111 D1q D (8873 =1= () ~4S 27()()(}))MilliON plus the capital cost appro't'ed by the Grantors as part of the all Capacity Augmentation completed as at time Id; Where: AS is the area of T2 in square meters as constructed by the Concessionaire, and Provided that the depreciation of Initial Capex, for the purposes of this Annex9, shall be done on a straight-line basis over the period from the date of issuance of Final Acceptance Certificate to the expiry of the Concession Period as may be extended in accordance with the Concession Agreement. D. Definitions Incremental amount of Equity pertaining to the development of Incremental amount of Equity pertaining to the Premium and the and Notations - Concessionaire O&M Facilities (excluding retained earnings of development of Concessionaire O&M Facilities (excluding Definition of the Concessionaire) infused during interval t. retained earnings of the Concessionaire) infused during interval Equity t.

4 ANNEXB Answers to Queries on Project Agreements and Business Tax Project Agreements Annex 2 1. There are a number of Project Agreements listed and enumerated in the latest draft of Annex 2 of the Concession Agreement which were not made available to the Bidders for due diligence review purposes, and were not provided in either the Physical or the Online/Virtual. For example, copies of the agreements with Security Agencies (i.e., 888 Galant Security Svcs., Centaur Security Svcs. Corp, Centurion Security Agency, Inc., Gold Leaf Guard Svcs., Inc., High Command Aviation Security Svcs. Corp., etc.) were not provided. 2. There are Project Agreements made available for review which contain terms inconsistent with the terms provided in Annex 2 of the Concession Agreement. The inconsistent terms relate to either the total amount of the contract, the tem of the contract, or both total amount and term of the contract. For example, Annex 2 of the Concession Agreerrient provides that there is an existing contract of lease with Cebu Air, Inc. with the contract commencing from March 15,2011 until March 14,2014, for a total amount of Php 38, However, the contract of lease with Cebu Air, Inc. which was made available for review in the Physical was executed on November 4, 2011 for a period of five (5) years commencing on November 8, 2011 until November 7, 2016, with a total monthly rental of Php 79, (inclusive of VAT). 1. Based on Annex 2 of the Concession Agreement ("CA"), there are a number of agreements which have not been provided in either the physical or the virtual data room. For easy reference, we list out in Annex C the Agreements listed in Annex 2 that were not available for due diligence review purposes in the Physical or the Online/Virtual Data Room are those where MCIAA collects Concession Privilege Fee (CPF) and/or for car stickers only. Examples are agreements between airlines and security agencies (i.e., 888 Galant Security Svcs., Centaur Security Svcs. Corp, Centurion Security Agency, Inc., Gold Leaf Guard Svcs., Inc., High Command Aviation Security Svcs. Corp., etc.). These are contracts entered into by the Airlines with their Security providers. MCIAA merely allows the Security Agency to operate in the airport subject to MCIAA rules and payment of CPF. MCIAA does not have a copy of their contract/so Annex 2 of the Concession Agreement listed the Agreements within the PPP Project Area. However, the Physical includes some contracts even outside the PPP Project Area because at least one of the Bidders requested for it. To ensure that all other Bidders will have the opportunity to go over the contracts, contracts even outside of the PPP Project Area requested by any Bidder is being provided in the Physical Data Room for all other Bidders' review. As a result, a contract outside the PPP Project Area with Cebu Air is also provided in the Physical so that other Bidders may also see it. To eliminate the confusion on Cebu Air: 1. Monthly Rental- P 38, is for Ticketing Office-Domestic -Room No. S-190 which is inside T1. This is on a month-to-month basis instead of the March 15, 2011 to March 14, The Annex 2 will be corrected accordingly; 2. Monthly Rental- P 79, for Cargo lots 14 to 18 including other airport building commencing on Nov. 8,2011 until Nov. 7, The areas are in the Cargo Area outside of the PPP project area, however, as explained above, a copy of the Contract is provided in the Physical. The Annex C is attached herewith with information on the Project Agreements.

5 ANNEXB agreements which have not been provided. We request that these agreements be made available in the data room. 2. Annex 2 of the CA makes reference to lease agreements with (a) Cebu Air, Inc.; (b) Philippine Airlines; (c) Cathay Pacific Airways; and (d) Duty Free Philippines Corporation. These entities, however, are indicated as having entered into various lease agreements in relation to different areas (as indicated in Annex 2 of the CA). We note that the following lease agreements have been provided in the data room: 1. Lease agreement with Cebu Air, Inc. dated November 4,2011; 2. Lease agreement with Philippine Airlines dated March 3, 2004; 3. Lease agreement with Cathay Pacific Airways dated September 24, 2012; and 4. Lease agreement with Duty Free Philippines Corporation dated August 14,2012. The above lease agreements, while specifying the areas of the leased premises, do not clearly specify the exact location/site thereof in the same manner as Annex 2. Thus, we are unable to determine if the lease agreements enumerated in Annex 2 of the CA have all been made available to the Bidders. There are lessees that are leasing areas inside the Tl and also leasing in areas outside of the PPP Project area. The Physical includes some contracts of lease outside the PPP Project Area because at least one of the Bidders requested for it. To ensure that all other Bidders have the opportunity to go over it, Contracts even outside of the PPP Project Area inspected by any Bidder is being provided in the Physical. As a result, for example, contracts outside the PPP Project Area with Philippine Airlines and Cebu Air are also provided in the Physical Data Room. It is confirmed that all lease agreements enumerated in Annex 2 of the CA have all been made available to the Bidders. Further, all lease agreements (which have been provided in the data room) cover all the areas identified in Annex 2 of the CA as being leased out to the entities indicated therein. Please confirm that the above lease agreements (which have been provided in the data room) cover all the areas identified in Annex 2 of the CA as being leased out to the entities mentioned above. Business Tax Business Tax - How much is the Lapu-lapu City government currently charging? Based on the Lapu-Iapu City Business Tax Assessments for CY 2011 the following is the Annual Business Tax Charges: 1. Tax on Airport Services: Tax base: + 10%: Tax Rate: 17, the Revenue from Airport Services 1 st Php 2M = Php Exceeding Php 2M = 0.75% of amount. 2. Tax on Business Operation: Tax Base: Business Operation + 10%:

6 ANNEXB Tax Rate = 2.5% 3. Mayor's Permit on Airport Services Php 5, Mayor's Permit on Business Operation Php 5,000; 5. Sanitary Permit - Php 300; 6. Garbage Fee - Php 50,000; 7. Tax/Police Clearance - Php 40.00; 8. Fire & Safety P 6, Please take note that MCIAA, being a National Government Instrumentality, is not paying the Business Taxes to the City of Lapu-lapu.

7 ANNEXC Information on Project Agreements Pre-terminal Philippine Postal Corp. Lease + CPF i Available in Hall (Domestic) Zest Airways, Inc. Lease Available in South East Asian Airline (SEAIR) I Lease I Available in 2. Check-in Hall Air Philippines Corp. Lease Available in (Domestic) 2 Zest Airways, Inc. Lease Available in Advantage Products Corp. I Lease + CPF I Available in 3. Pre-departure Global Point Corporation Lease + CPF Available in Area (Domestic) 3 Advantage Products Corp. Lease + CPF Available in 4. Arri val Area Cebu Assoc. of Tour Operators Lease + CPF Available in (Domestic) Hotel Restaurant & Resort Assoc. Lease + CPF Available in Advantage Products Corp. I Lease + CPF I Available in New California Rent-A-Car I CPF I Available in Philippine Vending Corp. I Lease + CPF I Available in 5. Ground Floor Air Philippines Corp. Lease Available in (Domestic) 4 Global Point Corporation Lease Available in 5 6. Greeter's Area Philippine Vending Corp. Lease + CPF Available in (Domestic) 7. Roof Top SITA Lease A vailable in Globe Telecomms, Inc. I Lease I Available in 1 This was not defined in Annex 2 but this appears to mean "Concession Privilege Fee." 2 Per Annex 2 it is indicated with a specific period/term. It should be corrected to "Month-to-month" becausethe contract already expired. The expired Contract is provided in the ; 3 Samewith footnote 2; 4 Samewith footnote 2; 5 Samewith footnote 2;

8 ANNEXC l. Pre- terminal I PTA/TIEZA I Lease I Available in Hall (International) 2. Check-in Hall I Advantage Products Corp. Lease + CPF Available in (International) Miascor Groundhandling Corp. Lease Available in 3. Ramp Area- Miascor Groundhandling Corp. Lease Available in IPT 4. Arri val Area Advantage Products Corp. Lease + CPF Available in (International) Bank of the Philippine Islands Lease + CPF Available in Miascor Groundhandling Corp. I Lease I Available in New Storage Area Duty Free I Lease I Available in l 5. Ground Floor Macro Asia Menzies Airport Service Lease Available in (International) Corp. Miascor Groundhandling Corp. Lease Available in 6. Greeter's Area Philippine Vending Cop. Lease + CPF Available in (International) 7. N ear Terminal Ayer's Lechon Lease + CPF A vailable in Building - waiting shed fronting dep entrance 8. Ground Skylogistics Phils., Inc. I Ground I No contract Handling Handling Services Aviation Partnership Corporation I Ground Integrated with Handling EXPIRED lease Services contract - Available in Ground Air Logistics Corp. Ground Integrated with Handling lease contract - Services Available in King Air FBO, Inc. I Ground I Integrated with

9 ANNEXC Handling I lease contract Services Available in Pag Globe Ground Corp. Ground Integrated with Handling lease contract - Services Available in Miascor Ground handling Ground No contract Corporation Handling Services 9. Personnel I ABLE Services CPF No contract Services I Airtropolis GSA Phils. Corp. CPF No contract Excellent Workers Multi-Purpose CPF No contract Cooperative Hurricane Pest Control CPF No contract Phil. Data Business Systems CPF No contract Topserve Manpower Supply, Inc. CPF No contract 10. Security Agency I 888 Galant Security Svcs. Corp. CPF No contract Centaur Security Svcs. Corp. CPF No contract Centurion Security Agency, Inc. CPF No contract Goldleaf guard Sevcs., Inc. CPF No contract High command Aviation Security CPF No contract Svcs Corp. N.C. lanting Security Specialist I CPF I No contract Agency Philland Security Agency, Inc. CPF No contract Probe Security, Inc. CPF No contract 11. Transportation... r Hotel and travel Agency Vehicles CPF No contract Mise. Service Vehicles CPF No contract Bus Service CPF No contract Delivery Service - cargo vehicles CPF No contract Waterfront Suppliers Vehicle CPF No contract 12. Suppliers - Fuel I Safe Air Corporation CPF No contract Petron Corporation CPF No contract 13. Suppliers Agua Vida/Uiace Beaha, Inc. CPF No contract Aqua Central Distribution, Inc. CPF No contract Aqua Genki CPF No contract Beeggymen Trade Center CPF N() contract Coloniepest Control CPF No contract Dev't Bank of the Philippines CPF No contract Gerardo Frasco CPF No contract Humabon Distributors, Inc. CPF No contract Ice Mountain Purified Water CPF No contract

10 ANNEXC 14. Service Contracts / Memorandum Agreement of Refilling Station Branch 1 King Power Traveller Ltd. CPF No contract King's Quality Foods CPF No contract Magicmelt Foods, Inc. CPF No contract Meatland Traders Corp. CPF No contract Oriental Air Transport Svcs. Phils. CPF No contract Patisserie & Boulangerie, Inc. CPF No contract PDP Digital, Inc. CPF No contract Phil. Spring Water Resources, Inc. CPF No contract Phil. Aquapak Industries, Inc. CPF No contract Ponce, Ronie CPF No contract Potot, Veronica PPC Trading Company CPF CPF No contract No contract Pumps Up Petron Station CPF No contract Solid Gold Sales Ent., Inc. CPF No contract HM Transport Memorandum Available in of Agreement ("MOA") for 500 pushcarts Pest Science Corp. Pacific Catv., Inc. Globe/Innove Telecom Contract of Service / MOA for Pest Control MOA for Cable TV Contract of Service / MOA for Internet Connection A vailable in Available in No Contract - Contract is still for signing by Globe as of

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