Fti-sale-relevant-provisions.docx

Tender and Award Process in the PMO

Regulatory Oversight The Privatization and Management Office (PMO) is an agency attached under the Department of Finance (DOF) mandated as: (a) the marketing arm of the government with respect to transferred-assets, government corporations and other properties assigned to it by the Privatization Council (PrC) for disposition, pursuant to Executive Order (EO) No. 323 (2000); and (b) the disposition entity of properties transferred to the Republic under the Philippine Property Act of 1946, Republic Act No. 8, and EO 99 (1947), pursuant to EO 471 (2005). The PMO succeeded the powers and functions of the defunct Asset Privatization Trust (APT) whose corporate term ended on December 31, 2000 pursuant to Republic Act No. 8758 (RA 8758), as amended. RA 8758 mandated that upon the expiration of the APT’s corporate life, all powers, functions, duties and responsibilities, all properties, real or personal assets, equipment and records, as well as obligations and liabilities devolved upon the National Government (NG). Thus, EO 323 was promulgated to create the PrC and the PMO to take over the functions of the Privatization Committee and APT, respectively. The PrC is the policy making body mandated to oversee the Philippine Government’s privatization program. It approves all proposed privatization plans prepared by PMO, and provides final approval for the proposed price and buyer for the assets. It is a cabinet-level body composed of the Secretary of Finance as Chairman, with the Secretaries of Budget and Management, Trade and Industry, National Economic and Development Authority and Justice as Members. The National Treasurer and the Chairman of the Philippine Commission on Good Government sit in the PrC as non-voting members. Antecedents: FTI is the registered owner of several parcels of land located in the FTI Complex, Taguig City, with an aggregate area of 119.92 hectares, more or less, originally covered by Transfer Certificate of Title (“TCT”) No. 13466, issued by the Register of Deeds for the Province of Rizal (the “FTI Complex”). The PMO has been designated by the Privatization Council (“PrC”), formerly Committee on Privatization, to be the disposition entity for the privatization of FTI, including any of its assets, pursuant to and in accordance with Executive Order No. 37-1992. Pursuant to the mandate of Executive Order No. 37-1992 and in accordance with the Asset Specific Bidding Rules dated July 4, 2012 (“ASBR”) for the sale of the 74-hectare FTI property located within the FTI Complex, Taguig City, the PMO conducted an open and competitive public bidding for the sale of the Property (the “Bidding Process”). The BUYER having the desire to purchase the Property, participated in the Bidding Process and was found to be the highest bidder. In accordance with the provisions of Executive Order No. 323, the BUYER and its proposed bid were submitted by the PMO to the PrC and were approved by the PrC in a meeting held on August 29, 2012 (the “PrC Approval”). Pursuant to the PrC Approval and the Notice of Award dated August 30, 2012 issued by the PMO to the BUYER, the BUYER has been declared as the winning bidder, subject to compliance with the Post-award Requirements set forth in the ASBR.

Substantial Contractual Provisions ARTICLE II The Property Section 2.01.The Property.

The property subject of this Agreement consists of the following:

(a) Several parcels of land with an aggregate area of around Seven Hundred Forty Thousand (740,000) square meters, more or less, which are portions of the land covered by TCT No. 164-2010000718, and located within the FTI Complex, Taguig City, described and categorized as commercial/industrial lots particularly described in Schedule A (The Property) and Schedule A-1 (The FTI Complex Lot Plan); and (b) Buildings and improvements owned by FTI and erected on the parcels of land and described in Section 2.01(a) above, specifically identified and described in Schedule A (The Property). ARTICLE III Purchase and Delivery of the Property Section 3.01.Purchase of the Property. Subject to the terms of this Agreement, on Closing Date, the SELLER sells, conveys, assigns, transfers and delivers to the BUYER, and the BUYER purchases and acquires from the SELLER, all of the SELLER’s rights and interests in the Property on an “AS-IS, WHERE-IS” basis. The “AS-IS, WHERE-IS” condition of the Property shall be reckoned as of the Bid Submission Deadline. Anything in this Agreement to the contrary notwithstanding, and without prejudice to the application of the provisions of Section 8.05, legal title to the Property shall transfer to the BUYER on Full Payment Date and upon the execution of the Deed of Absolute Sale by the Parties in accordance with Section 8.02(c) or Section 8.05. The SELLER retains ownership of the Property until the Full Payment Date and, therefore, shall retain custody of the transfer certificate of title covering the Property, except as otherwise provided under Section 8.05. Section 3.02. Delivery of Property. On the Turnover Date, (i) the control and possession of the Property by transfer of physical possession, including the obligation to operate and maintain the same and the Lease Contracts, shall be transferred to the BUYER, and (ii) risk of loss, damage, or destruction, regardless of cause (including those resulting from Force Majeure Events or fortuitous events) to the Property or any portion thereof shall automatically transfer, be assumed by and remain at all times with the BUYER. For the avoidance of doubt, any damage, loss, and/or destruction regardless of cause, of the Property or any portion thereof from the Turnover Date shall not diminish nor affect the Purchase Price. Section 3.03.Rights and Obligations of the Buyer upon Delivery of Property. Upon delivery of the Property to the BUYER in accordance with Section 3.02, the rights and obligations pertaining to the Property shall be treated in the following manner: (a) From the Turnover Date, the BUYER shall directly assume and discharge all the rights, liabilities, and obligations pertaining to the Property, including: (i)

all rights, obligations, and liabilities of the SELLER arising from the Lease Contracts which remain effective on or after the Turnover Date, including all liabilities as a result of the breach thereof, pertaining to the Property;

(ii)

all rights, obligations, and liabilities of the SELLER arising from contracts which remain effective on or after the Turnover Date, for infrastructure, rehabilitation, repair, preservation, operation, and/or maintenance of the Property, or any portion thereof;

(iii)

all Taxes, fees and any other administrative or regulatory fee to any Governmental Body pertaining to the ownership, operation, or use of the Property;

(iv)

any fine or penalty imposed by any Governmental Body with respect to the Property resulting from an investigation, proceeding, request for information, or inspection conducted by a Governmental Body;

(v)

any fine or penalty imposed by any Governmental Body with respect to the non-compliance with environmental laws in the Philippines relating to the Property.

(b) On the Turnover Date, the BUYER shall assume all the rights and obligations of the SELLER under the Lease Contracts, as listed and described in Schedule B (Existing Lease Contracts), regardless of whether such Lease Contracts or any other proof or evidence of such rights and obligations have been transferred or assigned to the BUYER, or the lessees indicated in the Lease Contracts have been notified or has agreed to such assignment of the Lease Contracts to the BUYER, in the event that the consent of the lessee is necessary. The SELLER, as lessor, undertakes to notify the lessees prior to the Turnover Date. (i)

(ii)

(iii)

(iv)

(v)

From the Turnover Date, the BUYER shall assume and be liable for any cost, liability, obligation, Tax, fee, fine, penalty and/or damage, breach and risk in relation to the Lease Contracts; provided, that the BUYER shall not be liable for any obligation and/or liability of the SELLER under the Lease Contracts which accrued prior to the Turnover Date. The BUYER shall be entitled to the rents, or any amount due under the Lease Contracts, which accrue from the Turnover Date. Any amount due from the lessees referred to in the Lease Contracts which accrued prior to the Turnover Date shall inure to the benefit of the SELLER. Upon termination or expiration of the Lease Contracts, the SELLER shall have no obligation to negotiate for an extension or renewal thereof for the BUYER. The SELLER does not warrant the credit worthiness or ability of the lessees in the Lease Contracts to honor its terms, including the payment of obligations under the Lease Contracts. The SELLER shall turn over to the BUYER the security deposit, and advance payments, if any, of the lessees in the Lease Contracts; provided that, the SELLER shall be allowed to deduct the sums due to it from such lessees from the security deposits and advance payments, to be turned over. The BUYER may not return or refuse any of the Lease Contracts assigned without the express written consent of the SELLER.

ARTICLE IV Purchase Price Section 4.02. Manner and Form of Payment. Any and all payments made or to be made by the BUYER of the Purchase Price or any portion thereof shall be paid to, or in the name of the PMO. For purposes of this Agreement, receipt by the PMO of the Upfront Payment and any or all of the Installment Payments shall be deemed receipt by the SELLER of the said amounts. Any payment for the Purchase Price made directly to the SELLER shall not be deemed payment made under this Agreement unless the same is actually received by the PMO. The BUYER shall: (a) pay, or cause the payment of, the Upfront Payment on the Closing Date, and each of the Installment Payments, by wire transfer of immediately available funds to a bank account designated in writing by the PMO, or by such other reasonable means of payment required by the PMO with reasonable advance notice to the BUYER; (b) bear all Taxes, fees, charges, costs, and expenses of making payments and remitting the Upfront Payment and each of the Installment Payments, including all bank and wire transfer fees; and (c) pay, or cause the payment of, the Upfront Payment and each of the Installment Payments, without any deduction, set-off, or counterclaim of any nature whatsoever, free and clear of any Tax or other deductions whatsoever, except creditable withholding taxes on the SELLER’s income for the sale of the Property. Proof of remittance to the BIR of the income taxes withheld shall be provided by the BUYER to the SELLER within five (5) days from such remittance. Section 4.03. Upfront Payment. On the Closing Date, the BUYER shall pay, or cause to be paid, to the SELLER the amount of Nineteen Billion Four Hundred Sixty Five Million One Hundred Eleven Thousand One Hundred Eleven and 11/100 Pesos (Php19,465,111,111.11) (the “Upfront Payment”). Without limitation of the BUYER’s other rights and remedies under this Agreement, no part of the Upfront Payment shall be subject to refund under any circumstance.

Section 4.04. Installment Payments. The BUYER shall pay the Purchase Price Balance, in installments in the amount and according to the schedule (the “Payment Terms”) set forth in Schedule C (Purchase Price and Payment Terms). Each of the payments made or to be made according to the Payment Terms shall be referred to as “Installment Payment”. Each Installment Payment shall be without need of demand and must be paid and credited to the PMO’s designated bank account on each Installment Payment Date. Within three (3) Business Days of each Installment Payment being credited to the PMO’s designated bank account, the PMO shall execute and deliver a receipt for the same to the BUYER. ARTICLE VIII Rights and Obligations during the Installment Payment Period Section 8.01. Obligations of Buyer during the Installment Payment Period. During the Installment Payment Period, in addition to the obligation to make prompt payments of each Installment Payment when the same becomes due, and the obligations set forth in Section 3.03, the BUYER shall: (a) fully and commercially operate, and maintain the Property in the ordinary course of business, including undertaking the necessary repairs for the improvements included in the Property. In the performance of its obligations, the BUYER shall exercise due diligence and shall exert every effort to prevent, reduce and/or minimize any loss or damage which the Property may suffer. From Turnover Date, (i) all expenses, costs, Taxes, and fees relative to the Property, including real property taxes, and those incurred and paid to operate, manage and maintain the Property, shall be for the sole account of the BUYER, and (ii) the BUYER shall defend, indemnify, and save harmless the SELLER for any loss, damage, injury, or destruction to the Property or any Person; (b) Not alienate, dispose, dismantle, encumber the Property or any portion thereof until Full Payment Date, without the prior written consent of the SELLER; (c) Upon prior written notice to the BUYER, allow Representatives of the SELLER access to or the right to visit any part or premises of the Property at any time of the day or night and permit such Representatives to inspect any part of the Property and the conduct of its operations or witness any aspect of the performance of this Agreement; (d) Observe and comply with Philippine Law, and make the necessary filings, acquire, and maintain all the necessary permits and licenses from the proper Governmental Body relative to its purchase, operation and maintenance of the Property; (e) Furnish the SELLER or its Representative with such reports and information as the SELLER or its Representative may reasonably request from time to time with respect to the operation and administration by the BUYER of the Property; (f) Promptly inform the SELLER or its Representative of any event which substantially interferes or threatens to interfere with the possession, operation and maintenance of the Property or the performance of the obligations of the BUYER under Section 8.01. Section 8.02. Obligations of the Seller during the Installment Payment Period and after Full Payment Date. During the Installment Payment Period, unless otherwise stated herein, the SELLER will have the following obligations: (a)

to defend the Property against any action that questions the SELLER’s ownership of the Property;

(b) not sell, assign, transfer, convey, mortgage, pledge, create an Encumbrance or otherwise dispose of or constitute a Security Interest in and to the Property; Section 8.03. Obligations of the PMO during the Installment Payment Period. During the Installment Payment Period, unless otherwise stated herein, the PMO will have the following obligations: (a) to receive any and all Installment Payments from the BUYER for and on behalf of the SELLER. The PMO shall issue an official receipt to the BUYER within three (3) Business Days from each Installment Payment being credited to the PMO’s designated bank account;

(b) to remit to the SELLER, within five (5) Business Days from the PMO’s receipt of the Installment Payment from the BUYER, the FTI Sale Proceeds Share; (c) to notify the SELLER of any default by the BUYER (i) in the payment of any Installment Payment, immediately a day after the relevant Installment Payment Date, and (ii) in the failure to replenish or replace the Performance Bond in accordance with Section 5.04. (d) Provide the SELLER or the BUYER, upon prior written request, with such reports and information as the SELLER or the BUYER may reasonably request from time to time with respect to the computation of the Unpaid Purchase Price, Installment Payments made, any Installment Payment in arrears, including accrued Late Payment Penalty, if any. (e) On the Full Payment Date, (i) issue a receipt in favor of the BUYER evidencing full payment of the Purchase Price, (ii) notify the SELLER of the PMO’s receipt of the full payment of the Purchase Price, with a confirmation that the Deed of Absolute Sale for the Property or for the remainder of the Property in the event of Section 8.05, may be executed in accordance with this Agreement, and (iii) surrender to the BUYER the Performance Bond upon execution by the Parties of the Deed of Absolute Sale. ARTICLE XII Indemnification Section 12.02. Indemnification by Seller. Subject to Section 13.02, the SELLER shall indemnify and hold the BUYER harmless against any loss or damage arising from or due to: (a)

material breach of any representation or warranty made by the SELLER in Section 9.01; and

(b)

material breach by the SELLER of any of its covenants or obligations in the Agreement.

Section 12.03. Indemnification by Buyer. The BUYER shall indemnify and hold the SELLER harmless against any loss or damage arising from or due to: (a)

material breach of any representation or warranty made by the BUYER in Section 9.02; and

(b)

material breach by the BUYER of any of its covenants or obligations in the Agreement. ARTICLE XIII Remedies

Section 13.01. SELLER’s Remedies. Upon the occurrence of any breach by the BUYER that entitles the SELLER to enforce its rights, including the draw-upon and forfeiture of the Performance Bond, or the termination of this Agreement, the SELLER may exercise remedies granted in favor of or otherwise made available to the SELLER both under this Agreement and Philippine Law. The SELLER shall have the option to extend any period imposed under this Agreement for the BUYER to comply with its obligations. Notwithstanding anything contained in this Agreement, the BUYER shall be liable to the SELLER for legal interest accruing until actual payment of the SELLER’s claims, damages, and costs of suit. Except as provided in this Agreement, the SELLER agrees that the BUYER shall not be liable for incidental, consequential, or punitive damages, including loss of profits sustained or claimed by the SELLER. Section 13.02. BUYER’s Remedies. Upon the occurrence of any breach by the SELLER during the Installment Payment Period, the BUYER may exercise the remedies granted under this Agreement and under Philippine Law. The exercise of any remedy by the BUYER under this Agreement and under Philippine Law shall be mutually exclusive and shall be deemed a waiver of other remedies. Notwithstanding anything contained in this Agreement, in the event of a breach by the SELLER of the terms of this Agreement, the maximum aggregate liability of the SELLER shall not exceed fifty percent (50%) of the total Installment Payments actually received by the PMO, regardless of the remedy that BUYER chooses to exercise. The BUYER unconditionally agrees that the SELLER shall not be liable for incidental, consequential, or punitive damages, including loss of profits sustained or claimed by the BUYER.

ARTICLE XV Termination Section 15.01. Termination Events. This Agreement may, by written notice and subject to Section 15.02, be terminated by the SELLER upon the occurrence of any of the following events: (a)

failure of the BUYER to pay the entire Accelerated Payment on Accelerated Payment Date;

(b) failure of the BUYER to cure a material breach of its obligations under this Agreement within thirty (30) days from receipt of written notice of such breach from SELLER. For the avoidance of doubt, the breach of any of the provisions, including Sections 3.03, 8.01, 9.02, 16.01 and 16.02, and Articles IV, V, VI, X, XI, and XIV, or any portion of the said Sections and Articles, shall be considered a material breach under this Section; Upon the occurrence of the Full Payment Date, the BUYER shall have no right to terminate the Agreement. Section 15.02. Effect of Termination. If this Agreement is terminated during the Installment Payment Period, the BUYER shall turnover the control, possession, and operation of the Property to the SELLER no later than the effective date of termination provided in Section 15.03. Within a period of sixty (60) days from the actual turnover of the control, possession, and operation of the Property to the SELLER, the SELLER shall inspect the Property and any and all improvements erected thereon for purposes of determining whether (i) there have been improvements included in the Property that have been dismantled, torn down, demolished or otherwise changed from their original condition on Turnover Date, and (ii) there are improvements which have been erected by the BUYER during the Installment Payment Period. (a) In the event of the termination of the Agreement by the SELLER during the Installment Payment Period due to the fault of the BUYER pursuant to Section 15.01, the SELLER shall be entitled to a forfeiture of the sum of the Upfront Payment and the total Installment Payments actually paid to and received by PMO, and any and all improvements erected by the BUYER on the Property during the Installment Payment Period shall accrue to the SELLER, without cost. (b) In the event of termination of this Agreement under Section 15.01, the SELLER’s right to pursue all legal remedies, in addition to the consequences of termination specified herein and subject to Article XIII, and Section 16.07, will survive such termination unimpaired. (c) In case of termination of this Agreement, the SELLER or the PMO shall have the option to conduct Subsequent Privatization Proceedings, at any time at its sole discretion. The BUYER acknowledges and agrees that it shall not bar or cause any action to prohibit the SELLER or the PMO from commencing or undertaking Subsequent Privatization Proceedings. (d) Upon the effective date of termination in accordance with Section 15.03, all proceeds and revenues derived from any and all rentals of the Property, whether covered by the Lease Contracts or under new lease contracts entered into by the BUYER during the Installment Payment Period, shall inure to and be for the benefit of the SELLER. (e) Anything in this Agreement to the contrary notwithstanding, the termination of this Agreement shall not entitle the BUYER to collect from the SELLER or the PMO for any claim, cost, damage, expense, fee, sum, and/or Tax incurred by the BUYER from the commencement of the bidding process up to and including the date of termination of this Agreement, neither shall the SELLER be liable for any termination payment.

THE FTI COMPLEX LOT PLAN

PURCHASE PRICE AND PAYMENT TERMS The Purchase Price for the Property shall be TWENTY FOUR BILLION THREE HUNDRED THIRTY ONE MILLION THREE HUNDRED EIGHTY EIGHT THOUSAND EIGHT HUNDRED EIGHTY NINE AND 9/100 PESOS (Php 24,331,388,889.09), payable in installments, according to the following schedule:

DATE OF PAYMENT

UPFRONT PAYMENT

October 29, 2012 Closing Date

AMOUNT (Php)

Nineteen Billion Four Hundred Sixty Five Million One Hundred Eleven Thousand One Hundred Eleven and 11/100 Pesos (Php19,465,111,111.11)

INSTALLMENT PAYMENT DATE October 29, 2013 INSTALLMENT PAYMENTS

TOTAL

Four Billion Eight Hundred Sixty Six Thousand Two Hundred Seventy Seven Thousand Seven Hundred Seventy-Seven and 98/100 Pesos (Php4,866,277,777.98) PHP 24,331,388,889.09

FORM OF DEED OF ABSOLUTE SALE FOR THE PROPERTY

DEED OF ABSOLUTE SALE KNOW ALL MEN BY THESE PRESENTS: This Deed of Absolute Sale (the “Deed”) made and entered into by and between: FOOD TERMINAL, INC. (FTI), a government owned and controlled corporation registered with the Securities and Exchange Commission on May 3, 1968 under SEC Reg. No. 3516 and by virtue of Letter of Instruction No. 1013 was attached to the National Food Authority and was made its subsidiary on January 14, 1981 under Presidential Decree No. 1770, with office address at FTI Complex, Taguig City, represented by its President, duly authorized for this purpose under Board Resolution ___, Series of ___(copy of which is attached as Annex “A”), (hereinafter referred to as “FTI” or the “SELLER”); - and AYALA LAND, INC., a corporation duly organized and existing under the laws of the Republic of the Philippines, with office address at Floor, Tower One & Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City, represented herein by its Attorneys-in-Fact, Arturo G. Corpuz and Anna Ma. Margarita B. Dy, duly authorized for this purpose under Executive Committee Resolution dated July 19, 2012(copy of which is attached as Annex “B”), (hereinafter referred to as the “BUYER”).

WITNESSETH: WHEREAS, FTI is the registered owner of the Property, herein described, listed and defined in Annex “C” (The Property) of this Deed; WHEREAS, the SELLER has offered to sell the Property to the BUYER and the BUYER has accepted the offer; NOW THEREFORE, for and in consideration of the foregoing, this Deed of Absolute Sale is entered into under the following terms and conditions: 1.

The SELLER, in consideration of the Purchase Price in the amount of __________ PESOS (Php _________) paid by the BUYER, and on the terms and subject to the conditions of this Deed and of the Purchase Agreement dated October 29, 2012 entered into by and among the SELLER, the Privatization and Management Office, and the BUYER (hereafter, the “Purchase Agreement”), the SELLER hereby sells, transfers and conveys to the BUYER, and the BUYER hereby purchases and accepts from the SELLER, all the SELLER’s rights, title and interest over the Property specifically described in Annex “C” hereof, free and clear of any and all encumbrances except those allowed or provided under the Purchase Agreement.

2.

The payment of any and all taxes (except income tax for the sale of the Property, which shall be for the account of the SELLER), fees, and expenses arising from the sale of the Property, including but not limited to, value-added tax, documentary stamp tax, transfer taxes and fees, notary fees, registration expenses, and other incidental expenses necessary to secure the Certificate Authorizing Registration from the Bureau of Internal Revenue (BIR) for purposes of transferring title of the Property to the BUYER, or for the issuance of new certificate of title in the name of the BUYER, shall be for the sole account and expense of the BUYER. For the avoidance of doubt, it shall be the sole responsibility of the BUYER to transfer title to the Property in its name and to take the necessary steps to secure a new certificate of title for the Property in the name of the BUYER.

3.

The SELLER represents that it has legal and valid title to the Property, and except for the restrictions, liens, and encumbrances disclosed by the SELLER to the BUYER, or that are otherwise allowed or

provided under the Purchase Agreement, the SELLER is not aware of charges, debts, or other liabilities which may preclude the complete ownership by the BUYER of the Property at the time of the signing of this Deed, nor of any other claims to the title thereof by any person or persons with right of ownership or possession. 4.

The sale of the Property is on an “as-is-where-is” basis, and the BUYER hereby confirms that it independently and without reliance on the representations made by the SELLER, and based on such documents and information as it has deemed appropriate, conducted its own examination of the Property, and on that basis made its independent decision to purchase the same and enter into this Deed of Absolute Sale. The Property, the SELLER’s title thereto, the present uses and non-uses of the Property have been examined by the BUYER. The BUYER accepts the Property in the condition in which they now are, without representation or warranty, express or implied, in fact or by law, by the SELLER, and without recourse to the SELLER as to the nature, conditions, and usability thereof, or the uses of which the Property may be put.

5.

The terms of the Purchase Agreement are incorporated herein by reference and form an integral part of this Deed.

6.

The SELLER represents and warrants to the BUYER that it has all the requisite power and authority to enter into this Deed of Absolute Sale and to perform and observe its obligations under this Deed in accordance with the terms hereof.

7.

The BUYER represents and warrants to the SELLER that:

8.

(a)

It is a corporation lawfully existing under Philippine law, qualified to own and hold title over the Property, and has the corporate power, authority, and capacity to execute and deliver this Deed of Absolute Sale, and to perform and observe the terms and conditions thereof. It has obtained the requisite consent and corporate approvals for the execution, delivery, implementation and performance of its obligations under this Deed of Absolute Sale.

(b)

All government, corporate, and creditors’ authorizations and consents required for the BUYER to enter into this Deed of Absolute Sale and to perform and comply with its obligations thereunder have been obtained or made and are in full force and effect.

(c)

All actions on the part of the BUYER necessary to execute this Deed and perform the transaction contemplated herein have been taken. This Deed of Absolute Sale has been duly executed and delivered by the BUYER and is a legal, valid, and binding obligation of the BUYER, enforceable in accordance with its terms.

(d)

It, or any of its officers, employees, agents, or representatives, has not (i) offered, either directly or indirectly, any government officer, or official or employee of the SELLER, including their representatives and advisors, any consideration or commission for this Deed, and (ii) exerted or utilized any corrupt or unlawful influence to secure or solicit this Deed for any consideration or commission.

(e)

It is not prohibited by Philippine Law from entering into a contract with the Government of the Republic of the Philippines, or any instrumentality or agency thereof.

In case any obligation of the SELLER or the BUYER contained in this Deed of Absolute Sale is held to be invalid, void, null, illegal or unenforceable in any respect or to any extent by a court of competent jurisdiction, the validity, effectiveness, legality and enforceability of the remaining obligations contained herein shall not be in any way affected, impaired or restricted thereby.

9.

This Deed is governed by, and shall be construed in accordance with, the laws of the Philippines. The parties hereto agree that any legal action, suit or proceeding arising out of or relating to this Deed shall be brought in the courts of the City of Makati, Philippines, to the exclusion of all other venues.

IN WITNESS WHEREOF, we have hereunto set our hands this ____ day of _____ 2012, at Makati City, Metro Manila, Philippines.

FOOD TERMINAL, INC. (SELLER)

AYALA LAND, INC. (BUYER)

By: __________________________ President

By: ___________________________ President

SIGNED IN THE PRESENCE OF:

________________________________

______________________________