ISRAEL AIRPORTS AUTHORITY Incorporated By The Israeli ... · AIRPORT IN TIMNA 1. PROJECT OVERVIEW The Israel Airports Authority (the "IAA") has initiated a project for the construction

Page 1 of 83 Invitation for Pre-Qualification

טלפון : 9750587 - 03, 03-9750581 פקס : 9711296- 03– 7015001כתובת : ת"ד 7, נמל התעופה הבינ"ל בן- גוריון Address : P.O.Box 7, Ben-Gurion International Airport 7015001, Phone:972 3 9750586, Fax:972 3 9711296

ISRAEL AIRPORTS AUTHORITY

Incorporated By The Israeli Airports Authority Act, 1977

Public Tender No. 2013/070/0319/00

INVITATION TO PRE-QUALIFY TO PARTICIPATE IN A TENDER FOR THE CONSTRUCTION OF THE ILAN AND ASSAF RAMON INTERNATIONAL

AIRPORT IN TIMNA

1. PROJECT OVERVIEW

The Israel Airports Authority (the "IAA") has initiated a project for the construction of the Ilan and Assaf Ramon International Airport in Timna (the "Airport Project"), all as detailed in Appendix B of this Invitation and as shall be further detailed in the Tender Documents.

2. THE INVITATION

The invitation for Pre-Qualification includes this invitation for Pre-Qualification, its Appendices and the Pre-Qualification Forms (the "Invitation"). Without derogating from the provisions of Sections 11.1 (Compliance with the Requirements of the Invitation) and 11.2 (No Unauthorized Modification), the Pre-Qualification Forms are available in MS-Word format.

For the avoidance of doubt, it is hereby clarified that the printed version of the Invitation that was deposited in the Tender Box shall be the sole binding copy in respect of this Pre-Qualification Process (the "Binding Copy"). In this respect, it is emphasized that any other copy of the Invitation, including, without limitation, a copy which was printed by the Participant from the Website and/or any Pre-Qualification Form submitted by any Participant through any digital media, and any other document which was edited by the Participant and submitted to the IAA, shall not replace the Binding Copy and shall not prevail over the Binding Copy.

Unless defined herein, all terms used in this Invitation shall have the meaning ascribed thereto in Appendix A.

3. ANTICIPATED SCHEDULE OF THE PRE-QUALIFICATION PROCESS

Without in any way limiting the right of the IAA to change or postpone any of the following dates in accordance with the provisions of this Invitation, the expected schedule for the submission of Pre-Qualification Submissions is as follows:

Publication of this Invitation - July 1st , 2013

Last date for submission of Requests for Clarifications - September 9th , 2013

Pre-Qualification Submission Date - October 2nd , 2013



3.1. The IAA shall be entitled, at any time, to change and/or postpone any of the abovementioned dates. Notification of such changes shall be delivered to all Participants pursuant to the provisions of Section 7 (Addenda) below. In any event of such extension, the rights and obligations of the IAA and of the Participants previously subject to such deadlines shall be extended accordingly. For the removal of doubt it is clarified, that nothing herein shall be construed as granting an extension of any kind. Without derogating from the generality of the foregoing, the date set for the submission of Pre-Qualification Submissions may be postponed by such number of days as shall be necessary, in the opinion of the IAA, including, inter alia, in order to enable the Participants to revise their Pre-Qualification Submissions as a result of any Addendum issued.

3.2. Any change and/or extension as aforementioned shall not derogate from any of the IAA's rights according to the Invitation and any applicable Law, and the Participants hereby irrevocably waives and shall be prevented from raising any claim and/or demand in this regard

4. INVITATION FOR PRE-QULIFICATION

4.1. The Selection Process

The IAA intends to award the Agreement to a Successful Bidder which will be selected by a public tender composed of two stages:

4.1.1. First: this Pre-Qualification Process; and

4.1.2. Second: a competitive tender process.

4.2. The Pre-Qualification Process

4.2.1. The purpose of this Pre-Qualification Process is to identify Eligible Participants, who will be invited to participate in the competitive tender process.

4.2.2. During the Pre-Qualification Process, Participants will be required to submit Pre-Qualification Submissions, in accordance with the provisions of this Invitation, in order to demonstrate their compliance with all Pre-Qualification Requirements.

4.2.3. Pre-Qualification Submissions submitted by the Participants will be evaluated by the IAA, in accordance with the provisions of this Invitation. Without derogating from the provisions of Section 12 (Evaluation of The Pre-Qualification Submissions) below, at the end of its evaluation, the IAA will announce the Eligible Participants.

4.2.4. For the removal of doubt, the number of Participants to be announced as Eligible Participants is not limited.



4.2.5. Following the completion of the Pre-Qualification Process, the IAA intends to invite all Eligible Participants to participate in the tender process, and submit bids for the execution of the Works.

4.3. Invitation for Pre-Qualification

The IAA hereby invites Legal Entities to participate in the Pre-Qualification Process, according to the terms and conditions of this Invitation.

5. REVIEW OF THE INVITATION AND PARTICIPATION FEE

5.1. Any person and/or Legal Entity requesting to participate in the Pre-Qualification Process shall be entitled to review the Invitation as follows:

5.1.1. At the offices of the IAA at Ben Gurion International Airport, Terminal 1, Room B209 on the 2nd floor (the "IAA Offices"), Sunday through Thursday between 10:00am to 12:00pm (Israel time), until October 1st , 2013.

5.1.2. On the IAA website: www.iaa.gov.il (the "Website") .

5.2. A printed copy of the Invitation can be obtained through the Website or at the IAA Offices in digital format (CD) (as a PDF file).

5.3. Any Addenda (as defined in Section 7 (Addenda) hereunder) issued by the IAA shall constitute an integral part of this Invitation, and can be reviewed at the IAA Offices and/or on the Website, as specified above.

5.4. Participation Fee

Without derogating from the generality of the provisions of the Invitation, submission of the Pre-Qualification Submission is subject to the payment of participation fee in the amount of NIS 12,000 (Twelve Thousand New Israeli Shekels), including V.A.T (the "Participation Fee"), either by:

5.4.1. cash or check - at the IAA's Revenue Department located in the entrance floor of the IAA's main office building at Ben Gurion International Airport, Sunday to Thursday between 10:00am to 12:00pm (Israel time), no later than October 1st , 2013.

5.4.2. credit card - through the Website, no later than September 30th , 2013 at 23:30 (Israel time).

A Participant which did not pay the Participation Fee on or before the specified dates shall not be entitled to submit a Pre-Qualification Submission, and any such Pre-Qualification Submission will be disqualified.

Subject to the provisions of Section 21 (Reservation of Rights) below, the Participation Fee shall not be returned.



5.5. Authorized Representative

5.5.1. Together with the payment of the Participation Fee, each Participant shall provide the IAA with its updated contact details, including its full name, identification number, address, phone number, facsimile number and e-mail address.

5.5.2. The IAA shall deliver to the Participant (to the address provided by such Participant as aforesaid) a receipt for the payment of the Participation Fee, bearing the Participant's name, and duly signed by the IAA authorized representative (the "Invoice").

5.5.3. The IAA shall not be responsible and shall bear no liability for any damage and/or loss and/or expense and/or payment, of any kind whatsoever, incurred by a Participant and/or to anyone on its behalf, due to any fault and/or error and/or omission, of any kind, with respect to the details stipulated by the Participant in accordance with Section 5.5.1 above, including any damage caused due to any fault and/or error and/or lack of availability of the Website, and the Participant and any person on its behalf hereby irrevocably waives and shall be prevented from raising any claim in this respect.

6. PARTICIPANTS' QUESTIONS AND REQUESTS FOR INFORMATION

6.1. Participants are responsible for examining, with appropriate care, this Invitation (including all Appendices and Addenda thereto), and for informing themselves with respect to any and all conditions which may in any way affect their participation in the Pre-Qualification Process, including the preparation and submission of the Pre-Qualification Submissions.

6.2. Participants may raise questions and requests for clarifications or interpretations of this Invitation, in writing, by no later than the deadline for the submission of questions as set forth in Section 3 (Anticipated Schedule of The Pre-Qualification Process) above. Such requests shall be submitted in writing and addressed to the undersigned, Mr. Carmel Goldberg to facsimile number +972-3-9711296 and E-mail address: [email protected]. The Participants shall specify in their requests the relevant Section in the Invitation to which their request relates.

6.3. Although the IAA has no obligation to clarify or interpret this Invitation, the IAA may issue an Addendum for the purposes of clarification or interpretation in response to such questions or requests, in accordance with the provisions of Section 7 (Addenda) below. Participants shall acknowledge receipt of any Addendum in the manner set forth in Section 7 (Addenda) below.

6.4. The IAA shall not be bound by, and Participants shall not rely on, any oral interpretation or clarification to this Invitation



6.5. When replying to a question or clarification, the IAA may paraphrase the question or request for clarification and will not necessarily use the exact wording submitted by a Participant.

6.6. Should the IAA not respond to a certain request for clarification, it shall be deemed that the IAA has responded negatively to such request.

6.7. Any question or any request for clarification or interpretation of this Invitation received by the IAA following the deadline for the submission of questions may be accepted for response or ignored, at the sole discretion of the IAA.

6.8. Without derogating from the rights reserved to the IAA and without in any way limiting its discretion, the IAA will attempt to avoid the issuance of Addenda to this Invitation during the seven (7) days immediately preceding the Pre-Qualification Submission Date.

7. ADDENDA

7.1. Notwithstanding any of the provisions of this Invitation and without derogating from the discretion of the IAA under the provisions of Section 21 (Reservation of Rights) below, the IAA reserves the right to revise, modify, amend, clarify, add, eliminate or otherwise change the provisions of this Invitation or any part thereof, including but not limited to any instruction, requirement, specification, Pre-Qualification Requirement(s) or date contained therein. Such revisions, if any, shall be announced by written Addenda to this Invitation ("Addendum" or "Addenda").

7.2. Should any Addendum result from any request for clarification or interpretation submitted by a Legal Entity, the identity of that Legal Entity shall not be disclosed.

7.3. Copies of Addenda shall be posted on the IAA's website, furnished to the authorized representative of all Legal Entities who have previously registered with the IAA.

7.4. Receipt of requests submitted in accordance with the provisions of Section 6 (Participants' Questions and Requests For Information) above will not restrict the discretion of the IAA in any way, and it will be free to exercise its rights under this Section 7 (Addenda) without limitation whenever it is of the opinion that this Invitation or any part thereof requires amendment or revision.

7.5. Participants are required to acknowledge receipt of any Addendum in writing no later than two (2) days following receipt thereof by a written notice to the IAA. In addition, Participants shall acknowledge receipt of all Addenda to this Invitation in their Pre-Qualification Submission letters, specifically detailing each Addendum number and the date of receipt thereof.



8. GENERAL PROVISIONS RELATING TO THE PARTICIPATION

8.1. The Participant; Definition of a Participant

A Participant shall mean any single Legal Entity or an association of Legal Entities which shall submit a Pre-Qualification Submission as evidenced by Pre-Qualification Form "A" and Pre-Qualification Form "B" (the "Participant") and in the case of a single Legal Entity, such shall be required to demonstrate compliance with the requirements of Section 8.4 (General Requirements for a participating Legal Entity) below.

8.2. The Participant and Members of the Participant; Definition of Members of a Participant

Members of a Participant shall mean each of the Legal Entities committed to hold shares or other interests in the Participant, as evidenced by Pre-Qualification Form "C" (each, a "Member"), each of which shall be required to demonstrate compliance with the requirements of Section 8.4 (General Requirements for a participating Legal Entity) below.

8.3. Major Subcontractor; Definition of a Major Subcontractor

A Major Subcontractor shall mean, a Legal Entity (other than a Participant or a Member), demonstrating compliance with either of the Pre-Qualification Requirement in Sections 9.3 (Construction of an Air Traffic Control Tower or High Rise Building), 9.4 (Construction of a Terminal Building or a Public Building), 9.5 (Construction of Runways or Highways) and/or 9.6 (Construction of Concrete Aprons or Concrete Platforms) below, as evidenced by Pre-Qualification Form "D" and Pre-Qualification Form "E" (each, a "Major Subcontractor").

Each Major Subcontractor shall be required to demonstrate compliance with the requirements of Sections 8.4 (General Requirements for a participating Legal Entity) and 9.8.1 (Going Concern) below.

8.4. General Requirements for a participating Legal Entity

Each Legal Entity (whether participating as a Participant, as a Member or as a Major Subcontractor), is required to demonstrate compliance with all of the following:

8.4.1. It is duly organized and validly existing under the laws of the jurisdiction in which it is organized; and

8.4.2. It is not and shall not be a resident of or domiciled in a country which does not have diplomatic relations with the State or of a country which does not have full trade relations with the State.



8.5. Any Legal Entity, which participating as a Participant or as a Member, who previously entered into a contract with the IAA, and such contract was terminated by the IAA within the three (3) years preceding the publication date of this Invitation, as a result of the Legal Entity's non-compliance with the contract terms and breach of contract, shall not be entitled to submit its Submission to this Invitation, and in the event such Legal Entity does submit a Pre-Qualification Submission – such Submission shall be disqualified.

The IAA may, at its sole discretion, disqualify any Participant who was announced, within the three (3) years preceding this Invitation, the awarded bidder in any other tender or competitive procedure issued by the IAA, and thereafter withdrew its proposal and/or provided the Tenders Committee with misleading information and/or otherwise acted during the tender process in a devious manner.

8.6. Participation in One Pre-Qualification Submission

8.6.1. Each Participant may submit only one Pre-Qualification Submission.

8.6.2. Each Member may participate in only one Participant.

For the purpose of the provisions of this Section 8.6, the terms "Participant", and "Member" (if applicable), shall be deemed to include any Legal Entity which exercises Control over such entity, is under the common Control of such entity or is Controlled by such entity.

8.7. The Tender Process – Expected Requirement

8.7.1. Without derogating from the provisions of Section 21 (Reservation of Rights) below, the attention of all Participants is drawn to the fact that it is expected, that pursuant to the Tender Documents, Bidders will be required to demonstrate that the Legal Entity demonstrating compliance with the Pre-Qualification Requirement detailed in Section 9.1 (General Construction Expertise and Experience) below shall be required to hold at least twenty six percent (26%) of respective Bidder.

8.7.2. In addition, Bidders will be required to demonstrate compliance with additional requirements, inter alia, with respect to specific systems/elements (including, inter alia, HBS systems), additional subcontractors and key personnel, all as shall be further detailed in the Tender Requirements.

9. THRESHOLD REQUIREMENTS

Only Participant who fully meets all the threshold requirements stipulated in this Section 9 (Threshold Requirements) (the "Pre-Qualification Requirements") may be announced as Eligible Participants:



9.1. General Construction Expertise and Experience

The Participant is required to demonstrate that either: (i) it; or (ii) one of its Members, has constructed, commissioned and Completed, as a Main Contractor, at least:

9.1.1. one (1) Project, with a contract Current Price of at least NIS 500 Million (500,000,000); and

9.1.2. two (2) Projects, each with a contract Current Price of at least NIS 200 Million (200,000,000);

provided further, that:

9.1.3. the combined contracts Current Price of all Projects executed by such Legal Entity (including the referenced Projects presented for the purpose of sub-Sections 9.1.1 and 9.1.2 above), shall be at least NIS 1 Billion (1,000,000,000); and

9.1.4. all referenced Projects presented for the purpose of sub-Sections 9.1.1, 9.1.2 and 9.1.3 above, have been Completed during the ten (10) years immediately preceding the Pre-Qualification Submission Date, and at least one (1) of the three (3) referenced Projects presented for the purpose of sub-Sections 9.1.1 or 9.1.2 above, has been Completed during the five (5) years immediately preceding the Pre-Qualification Submission Date; and

9.1.5. at least one of the three (3) referenced Projects presented for the purpose of sub-Sections 9.1.1 or 9.1.2 above, is a Multidisciplinary Project.

For the purpose of demonstrating compliance with the requirements of this Section 9.1 (General Construction Expertise and Experience), a part of a Project can be presented, provided that such part, itself, fully complies with the provisions of this Section 9.1 (General Construction Expertise and Experience) (including the definitions referred to herein).

In this Section 9 (Threshold Requirements), including this Section 9.1 (General Construction Expertise and Experience):

"Project" – a Building Project, an Infrastructure Project or a Multidisciplinary Project.

"Building Project" – a project, under one agreement, for the construction of a building, including a public building, a logistic building, an office building, a commercial building, a hospital, a land terminal, a seaport terminal, an airport terminal, a depot, a desalination facility, a power plant, etc.; provided that the cost of the construction works of the project is at least 80% of the contract Current Price.



"Infrastructure Project" – a project, under one agreement, for the performance of civil engineering/works infrastructure, such as a road, bridge, tunnel, runway, interchange, infrastructure for sea port (including platforms, earthworks, paving and concrete works), a railway, etc.; provided that the cost of the civil engineering works of the project is at least 80% of the contract Current Price.

"Multidisciplinary Project" – a project, under one agreement, comprised of both a Building Project and an Infrastructure Project, provided that the cost of the Building Project is at least 20% of the contract Current Price of the Multidisciplinary Project and the cost of the Infrastructure Project is at least 20% of the contract Current Price of the Multidisciplinary Project.

9.2. Construction - Registration Requirements

The Legal Entity demonstrating compliance with the provisions of Section 9.1 (General Construction Expertise and Experience) above is required to demonstrate that:

9.2.1. In the event such Legal Entity is incorporated in the State - it is a "registered contractor" pursuant to the Registration of Contractors for Construction Engineering Works Law, 5729-1969, and qualifies as a field 100 (Main Construction) classification C-5 (unlimited) [ 100-5-ג[ ;

9.2.2. In the event such Legal Entity is not incorporated in the State - it shall not be required to present said classifications on the Pre-Qualification Submission Date, but shall be required, to obtain an exemption in accordance with the provisions of the Registration of Contractors for Construction Engineering Works Law, 5729-1969, following the announcement of the Participant as an Eligible Participant in accordance with the provisions of the Tender Documents.

9.3. Construction of an Air Traffic Control Tower or High Rise Building

The Participant is required to demonstrate that either: (i) it; or (ii) one of its Members; or (iii) a Major Subcontractor, has constructed, commissioned and Completed, as a Main Contractor, during the past ten (10) years immediately preceding the Pre-Qualification Submission Date, at least one (1) Air Traffic Control Tower or one (1) High Rise Building.

In this Section 9 (Threshold Requirements), including this Section 9.3 (Construction of an Air Traffic Control Tower or High Rise Building):

"Air Traffic Control Tower (ATC)" – an air traffic control tower, which is at least forty (40) meters above Ground Level.

"High Rise Building" – a commercial Concrete Building which is at least forty (40) meters above Ground Level. The building shall include command and control systems, glass and aluminum curtain walls and/or aluminum cladding systems.



"Concrete Building" – a building with a concrete skeleton structure.

"Ground Level" – the entry level of the building and in the event there is more than one entry to the building, the level of the surface surrounding the building.

9.4. Construction of a Terminal Building or a Public Building

The Participant is required to demonstrate that either: (i) it; or (ii) one of its Members; or (iii) a Major Subcontractor, has constructed, commissioned and Completed, as a Main Contractor, during the past ten (10) years immediately preceding the Pre-Qualification Submission Date, at least one (1) Terminal Building or one (1) Public Building.

In this Section 9 (Threshold Requirements), including this Section 9.4 (Construction of a Terminal Building or a Public Building):

"Terminal Building" – an airport terminal building, a seaport terminal building or a land terminal building, in each case, of at least 25,000 square meters, and in each case, designated for passengers uses and including the following procedures: (i) passengers entrance and departure lanes; (ii) crossings procedures for passengers; and (iii) security check stations (including with respect to hand baggage and baggage).

"Public Building" – a Building Project which is designated for public use (such as shopping malls, hospitals courts, large theater complexes), of at least 25,000 square meters and at least 2 inwalls floors which are not basement floors and/or parking floors, and including control systems to the extent such systems are central systems for the whole building (such as the main air condition system of the Public Building, etc.).

9.5. Construction of Runways or Highways

The Participant is required to demonstrate that either: (i) it; or (ii) one of its Members; or (iii) a Major Subcontractor, has constructed, commissioned and Completed, as a Main Contractor, during the past ten (10) years immediately preceding the Pre-Qualification Submission Date, Runways or Highways.

In this Section 9 (Threshold Requirements), including this Section 9.5 (Construction of Runways or Highways):

"Runways" – asphalt paved landing and taxiing strips of an airport of at least 150,000 square meters, in aggregate, including all earthworks, subbase works, underground utilities and asphalt works.

"Highways" – "highway" (as such term is defined in the Traffic Regulations, 5721-1961 ("derech mehira")) of at least 200,000 square meters, in aggregate. The Highway works must include all earthworks, subbase works, underground utilities



and asphalt works, and at least 100,000 square meters, in aggregate, of the Highway works must include lighting systems and/or communication systems.

9.6. Construction of Concrete Aprons or Concrete Platforms

The Participant is required to demonstrate that either: (i) it; or (ii) one of its Members; or (iii) a Major Subcontractor has constructed, commissioned and Completed, as a Main Contractor, during the past ten (10) years immediately preceding the Pre-Qualification Submission Date, Concrete Aprons or Concrete Platforms.

In this Section 9 (Threshold Requirements), including this Section 9.6 (Construction of Concrete Aprons or Concrete Platforms):

"Concrete Aprons" – at least 15,000 square meters, in aggregate, of concrete platform designated for the parking of airplanes, including at least 10,000 square meters, in aggregate, designated for the parking of jet fuel airplanes with a capacity of at least 120 passengers (per airplane).

"Concrete Platforms" – (i) at least 30,000 square meters, in aggregate, of concrete platform designated for the parking of heavy equipment with a live load of at least 10 tons/square meter; or (ii) at least 20,000 square meters, in aggregate, of "Super Flat" concrete platform (such as the platforms constructed for logistics complexes), with a live load of at least 10 tons/square meter.

9.7. Project Manager

9.7.1. The Participant is required to demonstrate that a Project Manager which will be engaged by the Participant for the purpose of this Project, was the leading project manager of a Main Contractor in projects for the construction or expansion of airports with an aggregate contract Current Price of not less than NIS 600 Million (600,000,000) (at least one of which is with a contract Current Price of not less than NIS 250 Million (250,000,000)), during the past ten (10) years immediately preceding the Pre-Qualification Submission Date. The referenced projects included, at least, all of the following:

9.7.1.1. one (1) Air Traffic Control Tower or one (1) Terminal Building; and

9.7.1.2. Runways or Concrete Aprons.

9.7.2. In addition, the Participant is required to demonstrate that the Project Manager:

9.7.2.1. is not and shall not be a resident of or domiciled in a country which does not have diplomatic relations with the State or of a



country which does not have full trade relations with the State; and

9.7.2.2. was a leading project manager of a Main Contractor in at least one (1) international project; and

9.7.2.3. has been licensed as a civil engineer for at least twenty (20) years.

For the purpose of this Section 9.7 (Project Manager), the terms: Air Traffic Control Tower, Terminal Building, Runways, Concrete Aprons shall have the applicable meaning ascribed to them in Sections 9.3 (Construction of an Air Traffic Control Tower or High Rise Building) through 9.6 (Construction of Concrete Aprons or Concrete Platforms) above.

9.8. Financial Pre-Qualification Requirements

9.8.1. Going Concern

The Participant is required to demonstrate that neither it nor one of its Members, Major Subcontractors or Guarantors (if a Guarantor is applicable) has a going concern assumption in their most recent Financial Statements.

9.8.2. Financial Pre-Qualification Requirements - General Provisions

The Participant and its Members are required to demonstrate compliance with all of the Pre-Qualification Requirements set forth in Sections 9.8.3 (Turnover), 9.8.4 (Operating Cash Flow), 9.8.5 (Equity) and 9.8.6 (Current Ratio) (the "Financial Pre-Qualification Requirements").

9.8.3. Turnover

9.8.3.1. The Participant is required to demonstrate that based on its, or on all of its Members, Financial Statements, the aggregate weighted average annual turnover for the fiscal years 2009, 2010, 2011 and 2012, as calculated in accordance with the provisions of Section 9.8.3.3 below, was at least NIS 400 Million (400,000,000).

9.8.3.2. For the purposes of Section 9.8.3.1 above, only the turnover of Members holding at least ten percent (10%) of the Anticipated Holdings shall be evaluated.

For the removal of doubt, the turnover for a Member holding less than ten (10%) percent of the Anticipated Holdings, shall be calculated as zero (0). For each Member holding at least ten percent (10%) of the Anticipated Holdings, the holdings shall be recalculated on a pro-rated basis, after excluding the Members referred to above.



9.8.3.3. For the purposes of this Section 9.8.3 (Turnover) the average annual turnover shall be calculated as follows:

I= Member “I”. For a single Member Participant (i.e. a Participant which is not a JV or a Participant where only one Member holds at least ten (10%) percent of the Anticipated Holdings), “I” will be equal to 1;

Ti2009= the turnover in the Financial Statements for the fiscal year

2009;


2010;


2011;

Ti2012 = the turnover in the Financial Statements for the fiscal year

2012;

iWAVGT

weighted average turnover, which shall be calculated as follows:

Hi

Member's pro-rated Anticipated Holdings in the Participant;

PT Aggregate weighted Participant Turnover, which shall be calculated as follows:

9.8.4. Operating Cash Flow

9.8.4.1. The Participant is required to demonstrate that, based on its, or on its Members Financial Statements (as applicable), the weighted average annual operating cash flow ("OCF"), for the fiscal years 2010, 2011 and 2012, calculated as specified in Section 9.8.4.2 below was positive.

For the purposes of this Section 9.8.4.1, only the OCF of Members holding at least ten percent (10%) of the Anticipated Holdings shall be evaluated.

9.8.4.2. The weighted average OCF shall be calculated as follows:



OCF= Annual Operating Cash Flow;

OCF2010= OCF in the Financial Statements for the fiscal year 2010;

OCF2011= OCF in the Financial Statements for the fiscal year 2011;

OCF2012 = OCF in the Financial Statements for the fiscal year 2012;

OCFAVG Weighted average OCF; shall be calculated as follows:

9.8.4.3. Should a Participant or a Member fail to demonstrate, a positive

OCF in accordance with the provisions of Section 9.8.4.1 above, the said Participant or Member may demonstrate that its absolute value OCFAVG, divided by its equity (as specified in its Financial Statements for the fiscal year 2012) is lower than twenty percent (20%).

The calculation shall be as follows:

CF2E – Cash Flow to equity;

E2012 – the Equity as specified in the Financial Statements for the fiscal year 2012;

CF2E=|OCFAVG|/E2012

9.8.5. Equity

9.8.5.1. The Participant is required to demonstrate that each Member holding at least ten percent (10%) of the Anticipated Holdings has, for every one percent (1%) of its Anticipated Holdings, equity of NIS 1 Million (1,000,000), based on the Member's Financial Statements for the fiscal year 2012.

9.8.5.2. For the purpose of this Section, the Anticipated Holdings shall be calculated as follows:

(i) Each Member holding less than ten percent (10%) of the Anticipated Holdings, shall be deemed as holding zero percent (0%);



(ii) For each Member holding at least ten percent (10%) of the Anticipated Holdings, the holdings shall be recalculated on a pro-rated basis, after excluding the Members referred to in sub-Section 9.8.5.2(i).

9.8.6. Current Ratio

9.8.6.1. The Participant which shall demonstrate that, based on the respective Financial Statements for the fiscal year 2012, the Current Ratio of each of its Members holding at least ten percent (10%) of the Anticipated Holdings, is at least point seven (0.7).

9.8.6.2. The "Current Ratio" shall be calculated by dividing the current assets by the current liabilities as detailed in the Financial Statements for the fiscal year 2012.

9.9. Conviction of a Felony

Each Legal Entity (whether participating as a Participant or as a Member), is required to demonstrate compliance with all of the following:

9.9.1. Neither it nor one of its Members which hold a Substantial Holding in the Participant or in each Member, has been convicted (in any instance) of a felony in accordance with the provisions of the following sections of the Israel Penal Law 5737-1977: section 100, 112, 237, 290-291, 300, 305, 330, 383, 422-425, or the equivalent thereof, and/or under the Supervision of Goods and Services Law, 5718-1957, or the equivalent thereof, and if convicted of any of the said offences, five (5) years or more have passed since completing serving the sentence for said offence.

For the purpose of this Section 9.9.1: "Substantial Holding" means an entity which holds at least 25% of the issued shares of the Participant and/or of each Member or the voting entitlement in the Participant's and/or Member's general assembly or board of directors.

9.9.2. Neither it nor one of its Interested Parties ["Ba'aley Zika"] has been Convicted (in any instance) of more than two (2) felonies pursuant to the Foreign Workers (Prohibition Of Unlawful Employment and Assurance of Fair Conditions) Law, 5751-1991 and the Minimum Wage Law, 5747-1987, or the equivalent thereof; and if Convicted of more than two (2) felonies, the last conviction was issued on a date which is preceding the Pre-Qualification Submission Date by at least one (1) year.

For the purpose of this Section 9.9.2, "Interested Party" ["Ba'al Zika"] and "Convicted" shall have the meaning ascribe to them in the Public Entities Transactions Law, 5736-1976.



It is hereby clarified that the IAA may not disqualify any Participant which does not comply with the provisions of this Section 9.9.2, provided that the Tender Committee has issued such decision pursuant to section 2B(b1)(1) of the Public Entities Transactions Law 5736-1976.

9.10. Approvals and Affidavits pursuant to the Public Entities Transactions Law 5736-1976

Any Legal Entity (whether participating as a Participant or as a Member), which is incorporated in or is a resident of the State, must demonstrate compliance with the requirements of and provide all approvals and affidavits required pursuant to the Public Entities Transactions Law 5736-1976, all valid on the Pre-Qualification Submission Date.

10. DEMONSTRATING COMPLIANCE IN THE PRE-QUALIFICATION REQUIREMENTS – GENERAL PROVISIONS

Without derogating from the provisions of Section 11 (Method of Submission - Instructions to Participants) below, for the purpose of demonstrating compliance in the Pre-Qualification Requirements, the following provisions shall apply:

10.1. Content and Format of the Submission – Pre-Qualification Requirements (excluding the Financial Pre-Qualification Requirements)

10.1.1. In order to demonstrate compliance with the Pre-Qualification Requirement specified in Section 9.1 (General Construction Expertise and Experience) above, Pre-Qualification Form "F" should be duly completed and submitted.

10.1.2. In order to demonstrate compliance with the Pre-Qualification Requirement specified in Section 9.2 (Construction - Registration Requirements) above, Pre-Qualification Form "F" should be duly completed and submitted, together with all of the attachments thereto.

10.1.3. In order to demonstrate compliance with the Pre-Qualification Requirement specified in Section 9.3 (Construction of an Air Traffic Control Tower or High Rise Building) above, Pre-Qualification Form "G" should be duly completed and submitted.

10.1.4. In order to demonstrate compliance with the Pre-Qualification Requirement specified in Section 9.4 (Construction of a Terminal Building or a Public Building) above, Pre-Qualification Form "H" should be duly completed and submitted.

10.1.5. In order to demonstrate compliance with the Pre-Qualification Requirement specified in Section 9.5 (Construction of Runways or Highways) above, Pre-Qualification Form "I" should be duly completed and submitted.



10.1.6. In order to demonstrate compliance with the Pre-Qualification Requirement specified in Section 9.6 (Construction of Concrete Aprons or Concrete Platforms) above, Pre-Qualification Form "J" should be duly completed and submitted.

10.1.7. In order to demonstrate compliance with the Pre-Qualification Requirement specified in Section 9.7 (Project Manager) above, Pre-Qualification Form "K" and Pre-Qualification Form "L" should be duly completed and submitted.

10.1.8. In order to demonstrate compliance with the Pre-Qualification Requirement specified in Section 9.9 (Conviction of a Felony) above, Pre-Qualification Form "Q" should be duly completed and submitted.

10.1.9. In order to demonstrate compliance with the Pre-Qualification Requirement specified in Section 9.10 (Approvals and Affidavits pursuant to the Public Entities Transactions Law 5736-1976) above, the Participant shall submit a copy of the approvals and affidavits pursuant to the Public Entities Transactions Law, 5736-1976, which shall be attached to Pre-Qualification Form "B" and/or Pre-Qualification Form "C", as applicable.

10.2. Specific Elements – General Provisions

For the purpose of complying with the provisions of Sections 9.3 (Construction of an Air Traffic Control Tower or High Rise Building) through 9.6 (Construction of Concrete Aprons or Concrete Platforms):

10.2.1. an expansion of an existing project can be presented; or

10.2.2. only with respect to: (i) the Concrete Platform (ii) the Concrete Apron; (iii) Highway; and (iv) Runway, a Refurbishment of an existing project can be presented,

provided that the expansion or Refurbishment itself fully complies with the requirements of the applicable project (i.e. Runway, Public Building etc.) and of the provisions of the applicable Section.

In this Section 10.2 (Specific Elements – General Provisions):

"Refurbishment" – refurbishment shall mean the execution of all earthworks, subbase works, underground utilities and asphalt works.

10.3. Execution as a Joint Venture

For purposes of demonstrating compliance with the Pre-Qualification Requirements specified in Sections 9.1 (General Construction Expertise and Experience) and 9.3 (Construction of an Air Traffic Control Tower or High Rise Building) through 9.6 (Construction of Concrete Aprons or Concrete Platforms) above, each Participant, Member, or Major Subcontractor is allowed to present



reference projects which it executed as a part of a joint venture, established solely for the specific purpose of the referenced project, provided that such Participant, Member or Major Subcontractor was jointly and severally responsible for the execution of the applicable reference projects.

10.4. Demonstrating Contract Price

10.4.1. For the purpose of demonstrating compliance the provisions of Sections 9.1 (General Construction Expertise and Experience) and 9.7 (Project Manager) above, the contract current price shall be calculated as the contract price exclusive of VAT and interest (the "Current Price").

10.4.2. Legal Entities requesting to demonstrate compliance with the provisions of this Section and whose contract price is in a currency other than NIS/ US($)/Euro(€)/British Pound(£) are required to submit a specific request to the IAA for other currency conversion rates, at least thirty (30) days prior to the Pre-Qualification Submission Date.

10.5. Currencies Conversion

All financial data included in the Pre-Qualification Forms shall be submitted in NIS terms.

For purposes of the provisions of this Invitation, conversion between US Dollar, Euro, British Pound and NIS shall be in accordance with the following:

Year NIS per 1 US

Dollar NIS per 1 Euros

NIS per 1 B. Pound

2003 4.54 5.14 7.43

2004 4.48 5.58 8.21

2005 4.49 5.58 8.16

2006 4.45 5.59 8.20

2007 4.11 5.63 8.22

2008 3.59 5.27 6.63

2009 3.92 5.47 6.14

2010 3.73 4.95 5.77

2011 3.58 4.98 5.74

2012 3.86 4.95 6.11



10.6. Content and Format of the Submission – Financial Pre-Qualification Requirements

10.6.1. For the purpose of demonstrating compliance with all Financial Pre-Qualification Requirements, a Participant or a Member may seek to rely on a Guarantor, provided that such Guarantor (i) fully complies by itself with all Financial Pre-Qualification Requirements; and (ii) provides the said Legal Entity with a Guarantor's undertaking in the form of Pre-Qualification Form "P".

10.6.2. In order to demonstrate compliance with the Financial Pre-Qualification Requirements, the Participant shall submit all the required Financial Statements of itself or of each of its Members and Guarantors (as applicable), duly prepared and presented in accordance with one of the following:

(i) Israeli GAAP (including, with respect to the cash flow statements, Standard No. 51 of the Institute of Certified Public Accountants in Israel); or

(ii) US GAAP (including, with respect to the cash flow statements, FAS (Financial Accounting Standards) No. 95); or

(iii) International Financial Reporting Standards (IFRS), (including, with respect to the cash flow statements, IAS (International Accounting Standards) IAS No. 7 and IFRS updates);

and duly executed by the Participant's or the Member’s or the Major Subcontractor's management (or the equivalent thereof) and duly audited and signed by their external auditors.

Participants or Members whose Financial Statements are presented based on different accounting principles than those listed in sub-Sections (i)-(iii) above, are required to submit a specific request to the IAA to approve submission of such Financial Statements, at least thirty (30) days prior to the Pre-Qualification Submission Date; the IAA will consider each request on a case by case basis and may issue an Addendum as a result thereof.

10.6.3. Without derogating from Section 10.6.1 above, all the Financial Statements must include balance sheet, profit and loss, cash flow, and auditor’s report and notes.

10.6.4. A Legal Entity whose Financial Statements do not include cash flow statements should provide such statements in accordance with one of the GAAP versions set out in Section 10.6.1 above (as applicable), duly executed by its external auditors.



10.6.5. The Financial Statements will be provided either in English or in Hebrew, but in no other language.

10.6.6. In the event of reliance by a Participant or a Member on a Guarantor, the Financial Statements of such Guarantor shall be included (instead of those of the Participant or the Member), and shall be subject to the provisions of this Section 10.6 (Content and Format of the Submission – Financial Pre-Qualification Requirements).

10.6.7. Without derogating from the foregoing, a Legal Entity whose Financial Statements for the fiscal year 2012 contain comparative figures for the fiscal years 2011, 2010 and 2009 which comply with the Pre- Qualification Requirements set forth in Sections 9.8.3 (Turnover) and 9.8.4 (Operating Cash Flow), is not required to submit Financial Statements for the fiscal years 2011, 2010 and 2009 and may present such comparative figures in the Financial Statements for the fiscal year 2012.

10.6.8. In order to demonstrate compliance with the Financial Pre-Qualification Requirements, Pre-Qualification Form "M" and Pre-Qualification Form "N" should be duly completed and submitted, in accordance with one of the accounting principles set out in Section 10.6.1 above (as applicable).

10.6.9. In order to demonstrate compliance with the Pre-Qualification Requirement specified in Section 9.8.1 (Going Concern) above, Pre-Qualification Form "O" should be duly completed and submitted.

10.7. Without derogating from the rights of the IAA under the Invitation and under Law, in the event of a contradiction between the Financial Statements for a Legal Entity submitted within the Pre-Qualification Submission, and the Pre-Qualification Forms or any other document submitted within the Pre-Qualification Submission, the Financial Statements will prevail.

11. METHOD OF SUBMISSION - INSTRUCTIONS TO PARTICIPANTS

The Pre-Qualification Submission shall be submitted in accordance with the following provisions:

11.1. Compliance with the Requirements of the Invitation

Participants shall prepare their Pre-Qualification Submissions in strict conformity with the requirements of this Invitation. Participants shall answer all parts relevant to the Pre-Qualification Submission in an accurate and detailed manner, disclosing all the information requested, as well as any additional information or data required to clarify, substantiate and, in general, support the Pre-Qualification Submission.



11.2. No Unauthorized Modification

Participants shall not modify or supplement the instructions of this Invitation. Unauthorized conditions, limitations, modifications, supplements, reservations, disclaimers or provisions attached to a Pre-Qualification Submission may cause the Pre-Qualification Submission to be deemed non–compliant to this Invitation.

Without derogating from the IAA’s discretion, any conditions, limitations, modifications, supplements, reservations, disclaimers or provisions attached to the Pre-Qualification Submission, which were not submitted by the Participant to the IAA in accordance with the provisions of Section 6 (Participants' Questions and Requests For Information) and approved by the IAA in the form of an Addendum to this Invitation, issued in accordance with the provisions of Section 7 (Addenda), may be deemed unauthorized.

11.3. Language of the Pre-Qualification Submission

The Pre-Qualification Submission and the statements contained therein are to be submitted in English.

Supporting documents and printed literature furnished by a Participant may be in English or in Hebrew.

Supporting documents and printed literature furnished by a Participant in any other language should be accompanied with a translation to Hebrew or English, authenticated by a Notary Public.

11.4. Number of Pre-Qualification Submission Copies

Pre-Qualification Submissions must be submitted, and one clearly marked, as "original" and three (3) identical copies as “copy”, a total of four (4) copies.

Each copy shall include one (1) CD containing a copy of the Pre-Qualification Submission in PDF format (i.e. created by a PDF creator and not scanned).

In the event of a discrepancy between the original and the other Pre-Qualification Submission copies or the CD, the copy marked "original" shall have precedence.

11.5. Signatures and Authorizations by an Attorney

The Pre-Qualification Submission and all forms submitted by Participants or their Members shall be duly signed by the Participant, its Members, the Major Subcontractor of the Participant and by the Guarantor(s) (all to the extent applicable).

All pages of the Pre-Qualification Submission will be enumerated, and the Pre-Qualification Submission will include a detailed table of contents.



Adjacent to every Legal Entities or Participant's signature within the Pre-Qualification Submission, there shall be a confirmation by an attorney that the signatory is authorized to commit such Legal Entity or Participant in relation to the document on which such signatures appear.

11.6. Content and Format

Each Participant shall submit its Pre-Qualification Submission in accordance with this Invitation, in one (1) envelope as follows (the "Envelope"):

11.6.1. The Participant shall be sealed in the Envelope the following documents:

11.6.1.1. All Pre-Qualifications Forms, including any and all documents and attachments as stipulated in the Pre-Qualifications Forms that are required to demonstrate compliance with the Pre-Qualification Requirements.

11.6.1.2. This Invitation – the Participant shall submit this Invitation and any Addenda issued by the IAA. The Invitation and all Addendums shall be initials/Participant stamp or seal in each page, pursuant to the provisions of Section 11.5 (Signatures and Authorizations by an Attorney) above;

11.6.1.3. Invoice for payment of the Participation Fee or a printed copy of a receipt for the payment of the Participation Fee generated through the Website.

11.6.2. The Envelope shall be sealed and marked "Pre-Qualification for The Construction of the Ilan and Assaf Ramon International Airport in Timna – Public Tender No. 2013/070/0319/00".

11.7. The IAA shall not allow the submission of a partial Pre-Qualification Submission and may disqualify any Pre-Qualification Submission that shall be partial or incomplete.

11.8. Pre-Qualification Submission Date

Pre-Qualification Submissions may be submitted to the IAA and delivered to the designated tenders box located in the IAA's main office building, at Ben Gurion Airport, documentation & archive section, in room 140 on the 1stfloor (or in its proximity in a designated place, as will be denoted by appropriate signs) (the "Tender Box"), during business hours (Sunday through Thursday between the hours: 08:30 – 15:00 (Israel time)) and no later than October 2nd 2013, at 10:00 AM (Israel time) (the "Pre-Qualification Submission Date").

The IAA may, at its sole discretion, extend the Pre-Qualification Submission Date by issuing an Addendum in accordance with the provisions of Section 7



(Addenda) and by posting the new Pre-Qualification Submission Date on the Website.

The IAA will leave unopened any and all Pre-Qualification Submissions received after the Pre-Qualification Submission Date. All unopened Pre-Qualification Submissions will be promptly returned to the applicable Participants.

11.9. Validity of Pre-Qualification Submissions

The Pre-Qualification Submission shall be valid for a period of 18 months, commencing on the Pre-Qualification Submission Date.

For the removal of any doubt, a Participant announced as an Eligible Participant is required to extend the validity of its Pre-Qualification Submission, until the date specified in the Tender Documents for bid submission, in order to continue its participation in the Tender Process.

The IAA may request Participants, or any of them, to extend the validity of their Pre-Qualification Submissions for a specified additional period.

11.10. Identification of Sensitive Information

Without derogating from the generality of the provisions of Regulation 21(e) of the Mandatory Tenders Regulations, 5753-1993 (the "Regulations") (and the discretion granted thereunder to the IAA), Participants are required to detail, within the Pre-Qualification Submission Letter, in a clear, complete and legible manner, all information contained in their Pre-Qualification Submissions, which they consider to be of a commercially sensitive or secret nature. Participants which detail certain information as commercially sensitive or of a secret nature will not be permitted to review the same type information contained in the Pre-Qualification Submissions of other Participants. Subject to the Law, The IAA shall have sole discretion with respect to accepting or rejecting such Participants' consideration.

12. EVALUATION OF THE PRE-QUALIFICATION SUBMISSIONS

12.1. Examination of the Pre-Qualification Submissions by the IAA

The IAA shall examine the Pre-Qualification Submissions in order to determine whether the Participants submitting such meet the requirements of this Invitation, including all Pre-Qualifications Requirements.

The Pre-Qualification Submissions will be carried out on a "go/no go" basis, and will not be graded.

12.2. Request For Clarifications Issued By The IAA

Without derogating from the IAA’s rights under this Section 12 (Evaluation of The Pre-Qualification Submissions), the IAA may request a Participant to clarify,



correct, modify, supplement, amend any item any item contained in its Pre-Qualification Submission and/or to delete, disregard, withdraw, or correct any part of the Pre-Qualification Submission and to submit any additional information necessary, in the opinion of the IAA, for the evaluation of its Pre-Qualification Submission.

Participants shall comply with the request for clarification issued by the IAA and shall submit all clarifications and additional information requested within the time period stipulated in such request.

Participant’s responses to the request for clarifications shall be submitted in accordance with the provisions of Section 6 (Participants' Questions and Requests For Information),shall form an integral part of the Pre-Qualification Submission, and shall replace and/or take precedence over corresponding items in the Pre-Qualification Submission that are lacking or contradictory to the said response.

The IAA may exercise its right under this Section 12.2 any number of times during the examination of the Pre-Qualification Submission.

12.3. Additional Provisions with respect to the Evaluation of the Pre-Qualification Submission

As part of the Pre-Qualification Process and without derogating from any other prerogative of IAA pursuant to the Invitation, the IAA may;

At its sole discretion, conduct an independent inquiry or investigation regarding any matter connected with the Pre-Qualification Process and Pre-Qualification Submissions. As part of such inquiry, the IAA may, inter alia, request further information and clarifications from any Participant or any person or entity the IPC may deem appropriate;

Provisionally ignore any and all deviations in a Pre-Qualification Submission and, notwithstanding anything stated to the contrary in the Pre-Qualification Submission, evaluate such Pre-Qualification Submission without taking into account such deviation, and as a condition to the qualification of an Eligible Participant, require the Participant to conform to all the requirements of the Invitation.

12.4. Rejection of the Pre-Qualification Submissions

The IAA reserves the right to reject any or all Pre-Qualification Submissions.

The IAA reserves the right to reject any Pre-Qualification Submission in the event that the IAA is of the opinion that such Pre-Qualification Submission or any part thereof does not conform to the requirements of the Invitation.

Without derogating from the IAA’s rights under the Invitation and under the Law, the IAA reserves the right to waive minor irregularities or errors in any Pre-



Qualification Submission if it appears to the IAA that such irregularities or errors were made inadvertently.

12.5. Disqualification of the Pre-Qualification Submissions

Without derogating from the rights of the IAA under the Invitation and under the Law, the IAA will be entitled to disqualify any Participant, or impose any condition or instruction on its participation in the Pre-Qualification Process or the subsequent tender process in the following events:

12.5.1. Any changes of the Members or their Anticipated Holdings in the Participant (if applicable), including with respect to its Guarantors; changes in the Control of a Guarantor over a Member; or; change of a Legal Entity demonstrating compliance with any or all of the Pre-Qualification Requirements; without the prior written approval of the IAA; (for purposes of this Section 12.5 (Disqualification of the Pre-Qualification Submissions) Participant, Member, a Guarantor, or a Major Subcontractor, shall be referred to as a "Company");

12.5.2. The commencement of bankruptcy, receivership, liquidation or reorganization proceedings against a Company, or any similar situation, as determined by the IAA, unless such proceedings are discharged within a reasonable period of time, as determined by the IAA, or if an interim or permanent receiver or liquidator is appointed over a Participant, or if a Participant has become insolvent;

12.5.3. The commencement of any voluntary action for the liquidation of any Company, except for the purposes of merger or restructuring on terms approved by the IAA in writing;

12.5.4. In the event that any Company is or becomes a resident of or domiciled in a country which does not have diplomatic relations with the State or of a country which does not have full trade relations with the State;

12.5.5. Any material breach of the provisions of the Invitation including but not limited to the submission of any false or misleading information to the IAA;

12.5.6. The Participant shall be required to notify the IAA of the existence, during the Pre-Qualification Process, of any of the events described in this Section 12.5, within a reasonable period of time, under the circumstances. The IAA may base its decision under this Section 12.5 on the information provided by the Participant as well as on any other information available to it, and may request the Participant to provide it with additional information, as the IAA deems necessary.



13. ANNOUNCEMENT OF ELIGIBLE PARTICIPANTS

13.1. Upon the completion of its examination of the Pre-Qualification Submissions, the IAA will announce those Participants which the IAA deemed to have successfully complied with the requirements of this Invitation, including with all Pre-Qualification Requirements and which were not disqualified thereby in accordance with the provisions of Sections 12.4 (Rejection of the Pre-Qualification Submissions) and 12.5 (Disqualification of the Pre-Qualification Submissions) above.

13.2. The announcement of a Participant as an Eligible Participant, any notice related thereto, any information related to disqualification and/or failure of a Participant to comply with any of the requirements of this Invitation, shall be delivered to the Participants exclusively by the secretary of the IAA’s Tender Committee (the "Secretary"). Any announcement and/or declaration submitted to Participants in the matter mentioned above, whether orally or in writing, by any entity other than the Secretary, shall be deemed invalid, and the Participant shall not rely thereon in any manner and for any purpose or use. Participate relying on such announcement and/or declaration shall do so at its own risks.

13.3. Without derogating from the generality of the provisions of Section 21 (Reservation of Rights) below, following the publication of the Tender Documents, the Eligible Participants will be invited to submit a bid in accordance with the provisions of the Tender Documents.

13.4. Participants who will be deemed by the IAA to have failed to meet any one of the Pre-Qualification Requirements will not be announced as Eligible Participants.

14. REQUEST TO CHANGE THE ELIGIBLE PARTICIPANTS AND SUBMISSION OF UPDATE INFORMATION

Without decorating from the provisions of Section 12.5 (Disqualification of the Pre-Qualification Submissions) above, at any time following the announcement of the Eligible Participants, an Eligible Participant may submit to the IAA a request: (i) to replace any of its Members or Major Subcontractors and/or Guarantors; and/or (ii) to add (new) Members or Major Subcontractors and/or Guarantors to such Eligible Participant (in this Section, the "Requested Change").

The provisions of this Invitation (including the provisions of Section 12 (Evaluation of The Pre-Qualification Submissions) herein shall apply with respect to any review by the IAA of any Requested Change, and any decision reached by the IAA with respect thereto.

15. UPDATE STATEMENT

It is expected that pursuant to the Tender Documents, each Eligible Participant will be required to include updated financial statements according to the provisions of the Tender Documents and a statement detailing any and all changes with respect to the



Participant, its Members, and, if applicable, its Guarantors or its Major Subcontractors, which will have occurred since the Pre-Qualification Submission Date. It is expected that even in the absence of any changes, a statement to that effect will be required.

The IAA will review the information and, without derogating from its rights under the Law or under the Tender Documents, shall be entitled to either disqualify any Eligible Participant in the event that such Eligible Participant will no longer meet the requirements of this Invitation or impose any condition or instruction on its participation in the tender process, all as shall further be detailed in the Tender Documents.

16. CONFERENCE

16.1. The IAA reserves the right to hold a conference (the "Conference"). The participation of the Participant or its authorized representative, in the Conference shall not be mandatory.

16.2. At the Conference, the IAA may answer questions referred to it in accordance with the provisions of Section 6 (Participants' Questions and Requests For Information) above.

16.3. In addition to questions answered and information provided by the IAA at the Conference, the IAA may present and explain the Invitation and/or all clarifications, interpretations and amendments to the Invitation introduced by it in accordance with the provisions of Section 7 (Addenda) above, up to the date of the Conference.

16.4. Should the IAA answer or present any questions referred to it by a Participant, or any clarification, interpretation or amendment resulting from any request for clarification or interpretation submitted to it by a Participant, the identity of that Participant shall not be disclosed.

16.5. Following the Conference, the IAA may issue minutes of the Conference to all Participants, and may issue an Addendum to this Invitation. Only the written minutes issued by the IAA at the end of the Conference or any Addenda to this Invitation issued thereafter shall be binding.

16.6. The IAA shall not be bound by, and Participants shall not rely on, any oral representation made by the IAA or by Participants during the Conference.

16.7. The fact that questions, clarifications, interpretations and amendments to this Invitation will be presented by the IAA at the Conference does not, in any way, restrict the IAA's right to issue an Addendum to this Invitation or to postpone any of the dates contained therein in accordance with the provisions of Section 7 (Addenda) above.



17. ADVISORS TO THE IAA

17.1. Appendix C of this Invitation contains a list of the advisors to the IAA. Subject to the provisions of any and all applicable Laws, the IAA may exercise its rights under this Invitation through its advisors.

17.2. The advisors to the IAA, including the advisors listed in Appendix C, are not permitted to participate in the Pre-Qualification Process, the tender process or the Airport Project, other than as advisors to the IAA.

17.3. For the removal of doubt, Participants are required to notify the IAA of any ongoing connection between the advisors to the IAA, including the advisors listed in Appendix C, and the Participant, or any of its Members or its Major Subcontractor and the IAA will issue a decision with respect to such ongoing connection.

18. RESPONSIBILITY OF PARTICIPANTS

Each Participant shall carefully examine this Invitation (with all its appendices, forms and attachments) and shall evaluate all aspects of this Pre-Qualification Process, the Tender and the Airport Project that may be deemed to affect, directly or indirectly, its participation in this Pre-Qualification Process, the Tender and its Proposal. Failure of the Participant to examine the Invitation and any of its terms shall not release the Participant from its obligations pursuant to Invitation and full compliance with its Proposal.

19. REVIEW OF THE PRE-QUALIFICATION SUBMISSIONS OF THE ELIGIBLE PARTICIPANTS

19.1. Following the announcement by the Tender Committee of the Eligible Participants, each Participant shall be entitled to review the Eligible Participants' Pre-Qualification Submission and the resolutions of the Tender Committee, all in accordance with Sections 21(v) and 21(vi) of the Regulations, subject to payment of NIS 500 plus V.A.T to the IAA and after prior coordination with the Secretary of the Tender Committee (the "Review").

19.2. The IAA shall have sole discretion with respect to the withholding of confidential information from the Review.

20. PRE-QUALIFICATION COSTS

Unless otherwise explicitly provided in the Invitation, any and all costs and expenses incurred by the Legal Entities (including Participants) in connection with its participation in the Pre-Qualification Process will be borne by such Legal Entities or Participants. For the avoidance of doubt it is hereby clarified that the Legal Entities or Participants shall not be entitled to claim any compensation or indemnification from the IAA with respect to any damage, loss, cost or expense incurred as a result of an act, or an omission of the IAA in relation to the Tender and the Pre-Qualification Process,



including any cancellation, postponement or delay suffered by the Pre-Qualification Process.

21. RESERVATION OF RIGHTS

21.1. All Participants acknowledge that the Airport Project description as specified in this Invitation is general and indicative only. The issuance of this Invitation is not intended to give rise to or create any representation, undertaking or warranty on behalf of the IAA or anyone on its behalf with respect to the Airport Project.

21.2. Furthermore, IAA reserve the right to redefine the Airport Project, and the terms and conditions for the selection of the Successful Bidder (including additional pre-qualification or minimum requirements), as it shall deem appropriate.

21.3. Participation in this Pre-Qualification Process does not confer upon a Legal Entity, a Participant or an Eligible Participant any right with respect to the Airport Project or any future proceedings which will be conducted with respect thereto, including the tender process.

21.4. The publication of this Invitation is not intended to guarantee the initiation, execution or the implementation of the Airport Project or any part thereof. It is expressly understood that any reliance by any Legal Entity or Participant on any intention in their Pre-Qualification Submissions and any deductions, interpretations or conclusions from such intention expressed by IAA is at the Legal Entity or Participant's sole responsibility. The IAA and anyone on their behalf, will not be responsible in any respect to any loss or damage whatsoever suffered by any Legal Entity or Participant, their employees, officers, agents, or any other persons for whom any Legal Entity or Participant may be contractually or legally responsible or accountable, by reason of any use or reliance on information contained in this Invitation.

21.5. Without derogating from the generality of the above, the IAA reserve the right not to proceed with this Pre-Qualification Process, or with the tender process for the Airport Project or any part thereof, and may terminate or cancel this Invitation or any other proceedings which are conducted with respect thereto, or with respect to the Airport Project or any part thereof, at any time, as it shall deem appropriate.

21.6. Under the circumstance described herein, neither IAA nor anyone on their behalf shall be responsible in any respect to any loss or damage whatsoever suffered by any Legal Entity or Participant, their employees, officers, agents, or any other persons for whom any Legal Entity or Participant may be contractually or legally responsible or accountable; and only those Participants, which have submitted Pre-Qualification Submissions and their Pre-Qualification Submissions were not disqualified or rejected by the IAA pursuant to the provisions of this Invitation, shall be entitled to a refund of the Participation Fee. Except for the refund of the Participation Fee, the Legal Entities and the Participants shall not be entitled to any additional refund or compensation of any sort.



21.7. The IAA reserves the right to publish a new invitation to pre-qualify or other proceedings with respect to the Airport Project, which may include other Pre-Qualification Requirements, or require additional Pre-Qualification or minimum requirements in the Tender Documents, or publish a different project, inviting or not the Participants to take part in such process, or execute the Airport Project in other way deemed appropriate, including alternatives not based on a tender.

22. INTELLECTUAL PROPERTY

The Invitation is and shall remain the property of the IAA, and is entrusted with the Participants for the sole purpose of the participation in the Pre-Qualification Process.

23. GOVERNING LAW

This Invitation and the Tender shall be governed and construed in accordance with the Laws of the State, including the Mandatory Tenders Law, 5752-1992 and the Regulations.

The courts of Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction in any and all disputes arising out of or relating to this Invitation and/or Tender.

Carmel Goldberg

Senior Contracts Manager

Logistic Department

Page 31 of 83 Invitation for Pre-Qualification – Map of Ben Gurion Airport

טלפון : 9750587 - 03, 03-9750581 פקס : 9711296- 03– 7015001כתובת : ת"ד 7, נמל התעופה הבינ"ל בן- גוריון

Address : P.O.Box 7, Ben-Gurion International Airport 7015001, Phone:972 3 9750586, Fax:972 3 9711296

Map of Ben Gurion Airport

This map provides directions for delivery to the address stipulated in the Invitation. For removal of doubt it is clarified that any information included in this map or any error or omission therein, shall not derogate from the Participants' responsibilities to deliver the Pre-Qualification Submissions on the Pre-Qualification Submission Date.

Page 32 of 83 Invitation for Pre-Qualification – Appendix A



Appendix A – Definitions

All terms used in the Invitation shall have the meaning ascribed thereto herein:

"Addenda" or "Addendum"

Shall have the meaning ascribed thereto in Section 7 (Addenda) of the Invitation.

"Agreement" The agreement which will be signed between the IAA and the Successful Bidder

"Air Traffic Control Tower (ATC)"

As defined in Section 9.3 (Construction of an Air Traffic Control Tower or High Rise Building) of the Invitation.

"Airport Project" Shall have the meaning ascribed thereto in Section 1 (Project Overview) of the Invitation.

"Anticipated Holdings"

The Member's anticipated pro-rated holdings of the Participant' rights as specified in Pre-Qualification Form "C".

"Binding Copy" As defined in Section 2 (The Invitation) of the Invitation.

"Building Project" As defined in Section 9.1 (General Construction Expertise and Experience) of the Invitation.

"Company" Shall have the meaning ascribed thereto in Section 12.5.1 of the Invitation.

"Completed" A referenced project shall be deemed "Completed" upon its delivery to the client and the commencement of its operation, provided that the applicable approvals for its operation have been issued by the competent authorities.

"Concrete Aprons" As defined in Section 9.6 (Construction of Concrete Aprons or Concrete Platforms) of the Invitation.

"Concrete Building"


"Concrete Platforms"

As defined in Section 9.6 (Construction of Concrete Aprons or Concrete Platforms) of the Invitation.

"Conference" Shall have the meaning ascribed thereto in Section 16 (Conference) of this Invitation.

"Control" Shall have the meaning ascribed thereto in section 1 of the Securities Law, 5728-1968.




"Current Price" As defined in Section 10.4.1 of the Invitation.

"Eligible Participant"

Shall have the meaning ascribed thereto in Section 13 (Announcement of Eligible Participants) of the Invitation.

"Envelope" As defined in Section 11.6 (Content and Format) of the Invitation.

"Financial Statements"

For each Legal Entity, its annual audited and dully signed consolidated financial statements, submitted in accordance with the provisions of Sections 10.5 (Currencies Conversion) and 10.6 (Content and Format of the Submission – Financial Pre-Qualification Requirements) of the Invitation.

"Financial Pre- Qualification Requirements"

Shall have the meaning ascribed thereto in Section 9.8 (Financial Pre-Qualification Requirements) of the Invitation.

"Ground Level" As defined in Section 9.3 (Construction of an Air Traffic Control Tower or High Rise Building) of the Invitation.

"Guarantor" A Legal Entity which exercises Control over the Participant or the Member (directly or indirectly), seeking to rely on the financial results thereof, and which complies with all Financial Pre-Qualification Requirements.

"High Rise Building"


"Highways" As defined in Section 9.5 (Construction of Runways or Highways) of the Invitation.

"IAA" As defined in Section 1 (Project Overview) of the Invitation.

"IAA Offices" As defined in Section 5.1.1 of the Invitation.

"Infrastructure Project"

As defined in Section 9.1 (General Construction Expertise and Experience) of the Invitation.

"Invitation" Shall have the meaning ascribed thereto in Section 2 (The Invitation) of the Invitation.

"Invoice" As defined in Section 5.5.2 of the Invitation.




"Law(s)" The various national (or state) laws and legislation, statutes, ordinance, codes, and regulations as enacted by the State, and any by-laws, codes and regulations and precedents enacted by the relevant authorities or municipalities, as modified, amended, replaced or created from time to time.

"Legal Entity" Any corporation, company or partnership, recognized by law within its domicile, excluding individuals.

"Main Contractor" A contractor which was directly accountable for the execution of the applicable reference project, bearing all the risks related to the execution thereof, including its management and administration and the engagement and coordination of all subcontractors.

"Major Subcontractor"

Shall have the meaning ascribed thereto in Section 8.3 (Major Subcontractor; Definition of a Major Subcontractor) of the Invitation.

"Member" Shall have the meaning ascribed thereto in Section 8.2 (The Participant and Members of the Participant; Definition of Members of a Participant) of this Invitation.

"Multidisciplinary Project"

As defined in Section 9.1 (General Construction Expertise and Experience) of the Invitation.

"NIS" New Israeli Shekel.

"OCF" Shall have the meaning ascribed thereto in Section 9.8.4.1 of the Invitation

"Participant" Shall have the meaning ascribed thereto in Section 8.1 (The Participant; Definition of a Participant) of this Invitation.

"Participation Fee" Shall have the meaning ascribed thereto in Section 5.4 (Participation Fee) of this Invitation.

"Pre-Qualification Forms"

The forms attached to Appendix D of the Invitation.

"Pre-Qualification Process"

The pre-qualification process commencing upon the issuance of the Invitation, and ending upon the announcement of Eligible Participants.




"Pre-Qualification Submission"

The complete written pre-qualification submission, complying with the terms and conditions contained in this Invitation and including all the information and completed Pre-Qualification Forms called for pursuant to this Invitation, as submitted and duly signed by Participants.

"Pre-Qualification Submission Date"

Shall have the meaning ascribed thereto in Section 11.8 (Pre-Qualification Submission Date) of the Invitation.

"Pre-Qualification Requirement(s)"

Shall have the meaning ascribed thereto in Section 9 (Threshold Requirements) of the Invitation.

"Project" As defined in Section 9.1 (General Construction Expertise and Experience) of the Invitation.

"Public Building" As defined in Section 9.4 (Construction of a Terminal Building or a Public Building) of the Invitation.

"Refurbishment" As defined in Section 10.2 (Specific Elements – General Provisions) of the Invitation.

"Requested Change"

As defined in Section 14 (Request to Change the Eligible Participants and Submission of Update Information) of the Invitation.

"Regulations" Shall have the meaning ascribed thereto in Section 11.10 (Identification of Sensitive Information) of this Invitation.

"Review" As defined in Section 19.1 of the Invitation.

"Runways" As defined in Section 9.5 (Construction of Runways or Highways) of the Invitation.

"Secretary" As defined in Section 13.2 of the Invitation.

"State" State of Israel.

"Successful Bidder" The Eligible Participant awarded with the Agreement pursuant to completion of the selection process as defined in Section 4.1 (The Selection Process) of the Invitation.

"Tender Box" As defined in Section 11.8 (Pre-Qualification Submission Date) of the Invitation.

"Tender Committee"

The tender committee of the IAA.




"Tender Documents"

The invitation to submit bids, including the procedures, requirements, selection criteria and the Agreement which will be issued to Eligible Participants following the completion of the Pre-Qualification Process.

"Terminal Building"

As defined in Section 9.4 (Construction of a Terminal Building or a Public Building) of the Invitation.

"Website" As defined in Section 5.1.2 of the Invitation.

Page 37 of 83 Invitation for Pre-Qualification – Appendix B



Appendix B – General description of the Airport Project

The Ramon Airport in Timna designed to replace the current Eilat and Ovda Airports, and to release areas in city center Eilat. It will be built east of Highway 90 near the historical site of Timna, some 18th km north of the town of Eilat, Israel's southernmost town, (see attached map). The airport will be both international and domestic and is designed for approximately 1.8 million passengers in the first phase (1.4 million domestic and 0.4 million international passengers annually) and 4.25 million passengers in the final stage (3 million domestic and 1.3 million international passengers). The airport is designed to enable the enlargement in a simple way. This tender is for the first phase formation.

The new "green-field" airport will consist of a single 3100 m long runway, a parallel 3100 m long taxiway, concrete aprons, roads and parking areas, a terminal building, an air control tower, as well as numerous support structures.

The time frame for the Turnkey Tender and construction is 30 months, including commissioning and training of personnel.

The IAA reserves the right to deduct and/or add elements to the SOW of the Airport before the presentation of offers of the Turnkey project.

The airport consists of the following elements:

A single 3100 m long runway and a paralleled 3100 m long taxiway, with three (3) connectors to the aprons. One of the connectors is designed as a rapid one.

Three (3) aprons for jet aircrafts for seven (7) large and narrow body jets, hardstands, turboprop, general aviation and private airplanes..

Airfield lighting and navigation aids based on ICAO, FAA standards for international airports.

A terminal building of about 30,000 sqm. The terminal has two main floors and hosts the international and domestic passenger processes. It contains automatic HBS and BHS systems and a sorting system for baggage handling. The Terminal has seven (7) gates, from which passengers are taken to the aircraft by busses.

An air control tower, including a coordination center, with a total height of about 48 m.

Two (2) ground support areas which include airside parking for GSE equipment, a water reservoir, an energy center, security buildings, a main storage facility, a central maintenance facility, and offices for the airlines and ground handlers. All ground support areas are covered with a light roof for shading. The total area of the support structures is about 12,000 sqm.

A fire station of about 1,500 sqm.

A fuel farm of 1,500 cubic meters, connected to the fuel pits at the aprons.

Landside parking areas for passengers, employees, rental cars, and taxis, largely covered by a light roof for shading.




An underground layout of electricity, water supply, sewage, drainage, fueling, communications, air conditioning utilities, etc.

Airside and landside drop-offs and roads.

Landscaping of the entire airport.

A sewage treatment plant.

This is a Turnkey lump sum project for a complete, functioning airport, including all elements and equipment, based on detailed design made by the owner.

The IAA started first phase of construction by earth works, main utilities and final fencing which will be completed within a year.

The Turnkey project contains three years maintenance contract for the facility major part, with an option for additional seven year maintenance contract.

Part of the functions that appear in the program are meant to be built as BOT or DBOT. These will be clearly defined by the IAA on the plans and in the technical information provided as part of the Turnkey Tender.

The airport is designed by more than 40 companies in different design and engineering fields and is led by architect Amir Mann of Amir Mann-Moshe Zur-Ami Shinar-Orna Zur Architects.







Page 41 of 83 Invitation for Pre-Qualification – Appendix C



Appendix C – Advisors to the IAA

1. Amir Mann, Moshe Tzur, Ami Shinar, Orna Tzur – Architects

2. Arup Group

3. CASE Technologies GmbH

4. Ben Avraham S. Engineering Ltd.

5. Lavie-Natif Engineering & Consultants Ltd.

6. Machta Geotechnical Ltd.

7. Horowitz-Buch,Consulting Engineers Ltd.

8. Sanit Consulting Engineers Ltd.

9. David Bar Akiva, Consulting Engineers Ltd.

10. M.G. Acustic Consultants Ltd.

11. Landman Aluminium Ltd.

12. Bar Akiva Engineers Ltd.

13. H.A.R.V.AC. Consulting Engineers Ltd.

14. ENG. S. Lustig consulting Engineers Ltd.

15. Liacom Systems Ltd.

16. Asa Aharoni, Consulting Engineers Ltd.

17. Mikiro Consultants - Micharl Roitman

18. Misholi-Lash Designers

19. Dror Zonshine Food Service Consultant

20. S. Netanel Engineers and Consultants Ltd.

21. TeMA – Urban Landscape Design

22. Leshem Shefer Environmental Quality Ltd.

23. Peter Leibovitz Engineers Ltd.

24. H.A.L.V.A. Civil Engineering & & Measurements

Page 42 of 83 Invitation for Pre-Qualification – Appendix C



25. Yotam Engineering Ltd.

26. Lavie-Natif Consulting Engineers Ltd.

27. K.A.M.N. Shelters Consultant Ltd. K.A.M.N. Structural Protection Consulting

28. Dagesh Engineering Ltd.

29. "Paz" Engineering & Management (1980) Ltd.

30. Shdema Group Ltd.

31. R. Weltman Engineers

32. Roni Weltman Engineers Ltd.

33. Mabata 3D Technologies Ltd.

34. Ethos Environmental Ltd.

35. Viewpoint Holdings Ltd.

36. Gamzo Nihulit

37. Groisman Engineering Ltd.

38. Gadish-Baran Partnership

39. Halevi Dweck & Co.

40. Fahn Kanne & Co.

41. Levy, Meidan & Co., Attorneys At Law

Page 43 of 83 Invitation for Pre-Qualification – Appendix D


Appendix D – Pre-Qualification Forms

ISRAEL AIRPORTS AUTHORITY

Incorporated By the Israeli Airports Authority Act, 1977

PUBLIC TENDER NO. 2013/070/0319/00

INVITATION TO PRE-QUALIFY

TO PARTICIPATE IN A TENDER

FOR THE CONSTRUCTION OF THE ILAN AND ASSAF

RAMON INTERNATIONAL AIRPORT IN TIMNA

July 2013

Page 44 of 83 Appendix D – Pre-Qualification Form "A"


PRE-QUALIFICATION FORM “A” THE PRE-QUALIFICATION SUBMISSION LETTER

(To be completed by the Participant and all Members of the Participant)

To The Israel Airports Authority (the "IAA") Dear Sirs, Re: Public Tender No. 2013/070/0319/00 - Invitation for Pre-Qualification to a Tender for

the construction of the Ilan and Assaf Ramon International Airport in Timna (the "Invitation")

In response to the Invitation issued on July 2013, extending an invitation to submit a Pre-Qualification Submission:

1. We, the undersigned, (full name of Participant to be completed), and all the Members thereof, ; ; ; (full name of Members to be completed) have thoroughly and carefully read the Invitation, and are pleased to submit our Pre-Qualification Submission.

2. We agree to all of the provisions in the Invitation and we submit our Pre-Qualification Submission in accordance with the terms and provisions contained therein.

3. We warrant that the Pre-Qualification Submission is accurate, complete and up-to-date at time of the Pre-Qualification Submission Date, in accordance with the requirements of the Invitation.

4. We acknowledge and accept the provisions of Section 21 (Reservation of Rights) of the Invitation, and without derogating from the generality of the foregoing, understand that the submission of our Pre-Qualification Submission shall not be deemed in any way to create an obligation on the part of the IAA to announce our compliance with the Pre-Qualification Requirements; that the IAA has the right to reject, as it deems appropriate, the Pre-Qualification Submission submitted by the Participant; and that the IAA has the right, as it deems appropriate, to annul the Pre-Qualification Process and to reject all Pre-Qualification Submissions at any time, all, in accordance with the provisions of the Invitation.

5. Incorporated hereto, and made an integral part of the Pre-Qualification Submission, are all Pre-Qualification Forms, attachments and annexes thereto, and other annexes attached to the Pre-Qualification Submission as described herein:

Pre-Qualification Form “A” - The Pre-Qualification Submission Letter

Pre-Qualification Form “B” - The Participant



Pre-Qualification Form “C” - The Members of the Participant

Pre-Qualification Form “D” - The Participant and Its Major Subcontractors

Pre-Qualification Form “E” - The Major Subcontractors of the Participant

Pre-Qualification Form “F” - Projects Reference List [Pre-Qualification Requirement 9.1]

Pre-Qualification Form "G" - Projects Reference List [Pre-Qualification Requirement 9.3]

Pre-Qualification Form “H” - Projects Reference List [Pre-Qualification Requirement 9.4]

Pre-Qualification Form "I" - Projects Reference List [Pre-Qualification Requirement 9.5]

Pre-Qualification Form “J” - Projects Reference List [Pre-Qualification Requirement 9.6]

Pre-Qualification Form “K” - The Project Manager of the Participant

Pre-Qualification Form “L” - Projects Reference List [Pre-Qualification Requirement 9.7]

Pre-Qualification Form “M” - Financial Pre-Qualification Requirements

Pre-Qualification Form “N” - Aggregate Weighted Average Turnover of all Members of the Participant

Pre-Qualification Form “O” - Going Concern

Pre-Qualification Form “P” - Letter of Guarantee

Pre-Qualification Form “Q” - Conviction of a Felony

6. Attached to this Pre-Qualification Form "A" is a copy original [check applicable] of the receipt payment of the Participation Fee.

7. Detailed herein is information which the Participant considers to be of a commercially sensitive or secret nature concerning the Pre-Qualification Submission [to be completed in accordance with the provisions of Section 11.10 (Identification of Sensitive Information) of the Invitation]:

8. The undersigned acknowledges receipt, understanding and full consideration of the

following Addenda to the Invitation, issued until the Pre-Qualification Submission Date:

Addendum No. Date Received:







...

[to be completed]

9. The validity of the Pre-Qualification Submission and all associated documents and Pre-Qualification Forms is eighteen (18) months as of Pre-Qualification Submission Date.

10. Unless otherwise defined herein, all terms specified in the Pre-Qualification Forms shall have the same meaning ascribed to them in the Invitation.

Faithfully yours,

Stamp and Signature Date Confirmation by an

Attorney of Signatory Rights (*)

Date

The Participant: _______ _______

Member: _______ _______

Member: _______ _______

Member: _______ _______

Member: _______ _______

(*) In his signature the attorney attests and confirms that the signatory(ies) on behalf of the Participant or the Member (as the case may be) are authorized to sign on behalf of the Participant or the Member (as the case may be) and to commit such Legal Entity for purposes of this Pre-Qualification Form, for all purposes and intents.

Page 47 of 83 Appendix D – Pre-Qualification Form "B"


PRE-QUALIFICATION FORM “B” THE PARTICIPANT

(To be completed by the Participant, in the event that the Participant is a single Legal Entity)

1. Name: Business Address: Phone: E-mail: Facsimile:

Name Profession Title 2. Directors or Executives of

the Participant (as applicable):

Name Title Address, E-Mail, Tel &

Fax No.’s 3. Authorized Representative: Israeli Representative*: *for non-Israeli Legal Entities only 4. Legal Status: (check applicable) Limited Partnership Limited Liability Company General Partnership Other (explain) 5. Registration Number: Place of Registration: Date of Registration: 6. Interested Parties in the Participant:

7. The Participant hereby warrants and represents the following (if applicable):

7.1. It is duly organized and validly existing under the laws of the jurisdiction in which it was organized;



7.2. It is not and shall not be a resident of or domiciled in a country which does not have diplomatic relations with the State or of a country which does not have full trade relations with the State;

7.3. It has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as currently conducted (including the participation in this Pre-Qualification Process);

7.4. There are no actions or proceedings pending nor, to the best knowledge of the Participant and after due investigation, actions or proceedings which might result in any material or adverse change in the Participant's business, operations, affairs, condition, assets, prospects, cash flow or any of its properties or assets;

7.5. The Participant has not, directly or indirectly, induced or solicited any other Participant or Member(s) of a Participant to put in a false or sham Pre-Qualification Submission, and has not by itself, or directly or indirectly, colluded, arranged or agreed with any Participant or Member(s) of a Participant to secure any advantage against any other Participant, or to secure any advantage against the IAA or the State of anyone interested in the Project;

7.6. The Participant does not employ or engage any of the advisors to the IAA, including the advisors detailed in Appendix "C" of the Invitation, for the purposes of the Pre-Qualification Process or the Airport Project;

7.7. The Participant participates in the Pre-Qualification Process only within this Pre-Qualification Submission;

7.8. Any person or Legal Entity which exercises Control over it, any person or Legal Entity under the common Control thereof, and any person or Legal Entity Controlled thereby, does not participate in the Pre-Qualification Process except within this Pre-Qualification Submission;

7.9. The Pre-Qualification Submission submitted by the Participant is not made in the interest of, or on behalf of, any undisclosed person, corporation, company, voluntary association, partnership, trust, or unincorporated association;

7.10. The Pre-Qualification Submission is genuine and not collusive or sham;

7.11. All the information contained in the Pre-Qualification Submission is true, accurate, complete and current as of the Pre-Qualification Submission Date; and

7.12. Should the Participant be announced as Eligible Participant in accordance with the provisions of the Invitation, and will be invited by the IAA to submit a bid pursuant to the provisions of the Tender Documents, it is the intention of all Members to enter into a detailed agreement between them (as applicable), as required pursuant to the provisions of the Invitation and in accordance thereof, and as shall be further required pursuant to the provisions of the Tender Documents.



o In the event that the Participant is incorporated in or is a resident of the State, attached to this Pre-Qualification Form "B" are the approvals and affidavits required pursuant to the Public Entities Transactions Law 5736-1976, all valid on the Pre-Qualification Submission.

Faithfully yours,

___________________________ The Participant: Stamp and Signature Date

I, _______, attorney-at-law, hereby do attest and confirm that _______ is authorized to sign on behalf of _______, and to commit it for purposes of the above stated Pre-Qualification Form, for all purposes and intents.

____________________ Attorney-at-Law

Page 50 of 83 Appendix D – Pre-Qualification Form "C"


PRE-QUALIFICATION FORM “C” THE MEMBERS OF THE PARTICIPANT

(To be completed by each Member of the Participant (if applicable), on a separate Pre-Qualification Form)

1. Name of the Participant:

2. Name of the Member: Business Address: Phone: Facsimile: E-mail: Name Profession Title 3. Directors or Executives of

the Member (as applicable):

4. Members’ Anticipated Holdings in the Participant: % Name Title Address, E-Mail, Tel

& Fax No.’s

5. Authorized Representative: Israeli Representative*: *for non-Israeli Legal Entities only 6. Legal Status: (check applicable) Limited Partnership Limited Liability Company General Partnership Other (explain) 7. Registration Number: Place of Registration: Date of Registration: 8. Interested Parties in the Member:



9. The Member hereby warrants and represents the following:

9.1 It is duly organized and validly existing under the laws of the jurisdiction in which it was organized;

9.2 It is not and shall not be a resident of or domiciled in a country which does not have diplomatic relations with the State or of a country which does not have full trade relations with the State;

9.3 It has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as currently conducted or proposed to be conducted for the purposes of the Project (including the participation in this Pre-Qualification Process);

9.4 There are no actions or proceedings pending nor, to the best knowledge of the Member and after due investigation, actions or proceedings which might result in any material or adverse change in the Member’s business, operations, affairs, condition, assets, prospects, cash flow or any of its properties or assets;

9.5 The Member has not, directly or indirectly, induced or solicited any other Participant or Member(s) of a Participant to put in a false or sham Pre-Qualification Submission, and has not by itself, or directly or indirectly, colluded, arranged or agreed with any Participant or Member(s) of a Participant to secure any advantage against any other Participant, or to secure any advantage against the IAA or the State of anyone interested in the Project;

9.6 The Member does not employ or engage any of the advisors to the IAA, including the advisors detailed in Appendix "C" of the Invitation, for the purposes of the Pre-Qualification Process or the Project;

9.7 The Member participates in the Pre-Qualification Process only within this Pre-Qualification Submission;

9.8 Any person or Legal Entity which exercises Control over it, any person or Legal Entity under the common Control thereof, and any person or Legal Entity Controlled thereby, does not participate in the Pre-Qualification Process except within this Pre-Qualification Submission;

9.9 The Pre-Qualification Submission submitted by the Participant is not made in the interest of, or on behalf of, any undisclosed person, corporation, company, voluntary association, partnership, trust, or unincorporated association;

9.10 The Pre-Qualification Submission is genuine and not collusive or sham; and

9.11 All the information contained in the Pre-Qualification Submission is true, accurate, complete and current as of the Pre-Qualification Submission Date.



o In the event that the Member is incorporated in or is a resident of the State, attached to this Pre-Qualification Form "C" are the approvals and affidavits required pursuant to the Public Entities Transactions Law 5736-1976, all valid on the Pre-Qualification Submission.

Faithfully yours,

___________________________ The Member: Stamp and Signature Date


____________________ Attorney-at-Law

Page 53 of 83 Appendix D – Pre-Qualification Form "D"


PRE-QUALIFICATION FORM “D” THE PARTICIPANT AND ITS MAJOR SUBCONTRACTORS

(to be completed by the Participant with respect to each Major Subcontractor participating in the Pre-Qualification Submission (if applicable), on a separate Pre-Qualification Form)

1. General information about the Major Subcontractor:

Name: Business Address: Phone: Facsimile: E-mail: The Pre-Qualification Requirements the Major Subcontractor will be demonstrating compliance with:

2. The Participant hereby warrants and represents that to the best of the its knowledge and after

conducting a due investigation, each of the Major Subcontractors of the Participant complies with all applicable requirements of the Invitation pertaining to such Major Subcontractor.

Faithfully yours,

___________________________ The Participant: Stamp and Signature Date


____________________ Attorney-at-Law

Page 54 of 83 Appendix D – Pre-Qualification Form "E"


PRE-QUALIFICATION FORM “E” THE MAJOR SUBCONTRACTORS OF THE PARTICIPANT

(To be completed by each Major Subcontractor participating in the Pre-Qualification Submission (if applicable), on a separate Pre-Qualification Form)

1. Name of Legal Entity: Business Address: Phone: Facsimile: E-mail: Name Profession Title 2. Directors or Executives of

the Major Subcontractor: (as applicable)

Name Title Address, E-Mail, Tel &

Fax No.’s 3. Representative: Israeli Representative*:

*for non-Israeli companies only

4. Legal Status of the Major Subcontractor: (check applicable)

Limited Partnership Limited Liability

Company

General Partnership Other (explain) 5. Registration Number: Place of Registration: Date of Registration: 6. Interested Parties :

7. The Major Subcontractor hereby warrants and represents the following:



Page 55 of 83 Appendix D – Pre-Qualification Form "E"


7.3. It has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as currently conducted or proposed to be conducted for the purposes of the Project (including the participation in this Pre-Qualification Process);

7.4. There are no actions or proceedings pending nor, to the best of the Major Subcontractor's knowledge and after due investigation, actions or proceedings which might result in any material or adverse change in the business, operations, affairs, condition, assets, prospects, cash flow or any of its properties or assets;

7.5. The Major Subcontractor has not, directly or indirectly, induced or solicited any other Participant or Member(s) of a Participant to put in a false or sham Pre-Qualification Submission, and has not by itself, or directly or indirectly, colluded, arranged or agreed with any Participant or Member(s) of a Participant to secure any advantage against any other Participant, or to secure any advantage against the IAA or the State of anyone interested in the Project;

7.6. To the best of the Major Subcontractor's knowledge, and with respect to those parts of the Pre-Qualification Submission concerned with the Major Subcontractor:

7.6.1. The Pre-Qualification Submission submitted by the Participant is not made in the interest of, or on behalf of, any undisclosed person, corporation, company, voluntary association, partnership, trust, or unincorporated association;

7.6.2. The Pre-Qualification Submission is genuine and not collusive or sham;

7.6.3. All the information contained in the Pre-Qualification Submission is true, accurate, complete and current as of the Pre-Qualification Submission Date.

7.7. The Major Subcontractor does not employ or engage any of the advisors to the IAA, including the advisors detailed in Appendix "C" of the Invitation, for the purposes of the Pre-Qualification Process or the Project;

Faithfully yours,

___________________________ _______The Major Subcontractor: Stamp and Signature Date


____________________ Attorney-at-Law

Page 56 of 83 Appendix D – Pre-Qualification Form "F"


PRE-QUALIFICATION FORM “F” PROJECTS REFERENCE LIST

(To be completed by the Legal Entity demonstrating compliance with the Pre-Qualification Requirement specified in Section 9.1 (General Construction Expertise and Experience) of the Invitation (i.e. by (i) the Participant; or (ii) one

of its Members)

1. The Pre-Qualification Requirement the Legal Entity will be demonstrating compliance with:

Project Details Project

"1" "2" "3" "4" "5"

Name of Project:

Description of Project:

General

Type of Project: [check the applicable box]

Building Project

Infrastructure Project

Multidisciplinary Project

A part of a Project

Location of Project:

Date of Completion:

Current Price (in NIS)*:

Main Contractor of the Project: [check applicable]

Client Details and Contact Person Information:

Execution of the Project on its own or as part of a Joint Venture: [check the applicable box]




"1" "2" "3" "4" "5"

on its own

as part of a joint venture established solely for the specific purpose of the Project(s), and was responsible, jointly and severally for the execution of such Project(s)

Percentage of the contract Current Price*: [insert percentage as applicable]

Current Price of construction works of the Building Project (as applicable)

% % % % %

Current Price of civil engineering works of the Infrastructure Project (as applicable)

% % % % %

Current Price of the Building Project of the contract Current Price of the Multidisciplinary Project

% % % % %

Current Price of the Infrastructure Project of the contract Current Price of the Multidisciplinary Project

% % % % %

* The contract Current Price shall be calculated in accordance with the provisions Section 10.4 (Demonstrating Contract Price) of the Invitation; Currency conversion (to the extent required), shall be made in accordance with the provisions Section 10.5 (Currencies Conversion) of the Invitation.

2. The undersigned hereby warrants and declares as follows: [check the applicable box]

It is a "registered contractor" pursuant to the Registration of Contractors for

Construction Engineering Works Law, 5729-1969, and qualifies as a field 100 (Main Construction) classification C-5 (unlimited) [ 100-5- ג[ .



o Attached to this Pre-Qualification Form "F" is a certified copy of the "registered contractor" certificate in the aforesaid qualification and classification, under the name of the Legal Entity demonstrating compliance with the Pre-Qualification Requirement specified in Section 9.1 (General Construction Expertise and Experience) of the Invitation, and valid on the Pre-Qualification Submission Date.

It is a Legal Entity incorporated outside the State and shall obtain, following the announcement of the Participant as an Eligible Participant in accordance with the provisions of the Tender Documents, an exemption in accordance with the provisions of the Registration of Contractors for Construction Engineering Works Law, 5729-1969.

3. The undersigned hereby confirms the following:

3.1. It (on its own or in accordance with the provisions of Section 10.3 (Execution as a Joint Venture)) of the Invitation, has constructed, commissioned and Completed, as a Main Contractor the Projects detailed above;

3.2. All Projects detailed above have been Completed during the ten (10) years

immediately preceding the Pre-Qualification Submission Date, and at least one (1) of the referenced Projects presented has been Completed during the five (5) years immediately preceding the Pre-Qualification Submission Date.

3.3. Should the Participant be announced as an Eligible Participant, and will be invited by the IAA to submit a bid pursuant to the provisions of the Tender Documents, the undersigned undertakes it shall hold at least twenty six percent (26%) of respective Eligible Participant and it shall perform the applicable designated scope of works as shall be defined in the Tender Documents.

Faithfully yours,

[check the applicable box] ___________________________ _______ The Participant: Stamp and Signature Date The Member of the Participant:


____________________ Attorney-at-Law

Page 59 of 83 Appendix D – Pre-Qualification Form "G"


PRE-QUALIFICATION FORM “G” PROJECTS REFERENCE LIST

(To be completed by the Legal Entity demonstrating compliance with the Pre-Qualification Requirement specified in Section 9.3 (Construction of an Air Traffic Control Tower or High Rise Building) of the Invitation (i.e. by (i) the

Participant; or (ii) one of its Members; or (ii) a Major Subcontractor))



"1" "2" "3" "4" "5"

Name of Project


General

Type of Project: [check and fill the applicable box]

Air Traffic Control Tower (ATC)

High Rise Building

Height above Ground Level (in meters)*


Date of Completion:

The Project is an Expansion of an Existing project: [check applicable]



Execution of the Project on its own or as part of a Joint Venture: [check the

Page 60 of 83 Appendix D – Pre-Qualification Form "G"




"1" "2" "3" "4" "5"

applicable box]

on its own


* Ground Level shall have the meaning ascribe thereto in Section 9.3 (Construction of an Air Traffic Control Tower or High Rise Building) of the Invitation.


2.1. It (on its own or in accordance with the provisions of Section 10.3 (Execution as a Joint Venture) of the Invitation), has constructed, commissioned and Completed, as a Main Contractor the Projects detailed above during the past ten (10) years immediately preceding the Pre-Qualification Submission Date;

2.2. Should the Participant be announced as an Eligible Participant and will be invited by

the IAA to submit a bid pursuant to the provisions of the Tender Documents, the undersigned undertakes it shall perform the applicable designated scope of works as shall be defined in the Tender Documents.

Faithfully yours,

[check the applicable box] ___________________________ _______

The Participant: Stamp and Signature Date The Member of the Participant: A Major Subcontractor:


____________________ Attorney-at-Law

Page 61 of 83 Appendix D – Pre-Qualification Form "H"



PRE-QUALIFICATION FORM “H” PROJECTS REFERENCE LIST

(To be completed by the Legal Entity demonstrating compliance with the Pre-Qualification Requirement specified in Section 9.4 (Construction of a Terminal Building or a Public Building) of the Invitation (i.e. by (i) the Participant;

or (ii) one of its Members; or (ii) a Major Subcontractor))



"1" "2" "3" "4" "5"

Name of Project


General


Terminal Building

Public Building

Area (in square meters)


Date of Completion:




Execution of the Project on its own or as part of a Joint Venture: [check the

Page 62 of 83 Appendix D – Pre-Qualification Form "H"




"1" "2" "3" "4" "5"

applicable box]

on its own



2.1. It (on its own or in accordance with the provisions of Section 10.3 (Execution as a Joint Venture) of the Invitation), has constructed, commissioned and Completed, as a Main Contractor the Projects detailed above, during the past ten (10) years immediately preceding the Pre-Qualification Submission Date;

2.2. Should the Participant be announced as an Eligible Participant, and will be invited by

the IAA to submit a bid pursuant to the provisions of the Tender Documents, the undersigned undertakes it shall perform the applicable designated scope of works as shall be defined in the Tender Documents.

Faithfully yours,

[check the applicable box] ___________________________ _______ The Participant: Stamp and Signature Date The Member of the Participant: A Major Subcontractor:


____________________ Attorney-at-Law

Page 63 of 83 Appendix D – Pre-Qualification Form "I"



PRE-QUALIFICATION FORM “I” PROJECTS REFERENCE LIST

(To be completed by the Legal Entity demonstrating compliance with the Pre-Qualification Requirement specified in Section 9.5 (Construction of Runways or Highways) of the Invitation (i.e. by (i) the Participant; or (ii) one of its

Members; or (ii) a Major Subcontractor))



"1" "2" "3" "4" "5"

Name of Project


General


Runway

Highway



Date of Completion:

The Project is an Expansion of an Existing project: [check the applicable box]

The Project is a Refurbishment of an Existing project: [check applicable]


Client Details and Contact Person

Page 64 of 83 Appendix D – Pre-Qualification Form "I"




"1" "2" "3" "4" "5"

Information:


on its own



2.1. It (on its own or in accordance with the provisions of Section 10.3 (Execution as a Joint Venture) of the Invitation), has constructed, commissioned and Completed, as a Main Contractor the Projects detailed above, during the past ten (10) years immediately preceding the Pre-Qualification Submission Date, Concrete Aprons or Concrete Platforms;

2.2. Should the Participant be announced as an Eligible Participant, and will be invited by the IAA to submit a bid pursuant to the provisions of the Tender Documents, the undersigned undertakes it shall perform the applicable designated scope of works as shall be defined in the Tender Documents.

Faithfully yours,



____________________ Attorney-at-Law

Page 65 of 83 Appendix D – Pre-Qualification Form "J"



PRE-QUALIFICATION FORM “J” PROJECTS REFERENCE LIST

(To be completed by the Legal Entity demonstrating compliance with the Pre-Qualification Requirement specified in Section 9.6 (Construction of Concrete Aprons or Concrete Platforms) of the Invitation (i.e. by (i) the Participant; or

(ii) one of its Members; or (ii) a Major Subcontractor))



"1" "2" "3" "4" "5"

Name of Project:


General


Concrete Apron

Concrete Platform:

alternative (i)*

alternative (ii)**



Date of Completion:


The Project is a Refurbishment of an Existing project: [check the applicable box]






Client Details and Contact Person Information


on its own


* Concrete Platform - alternative (i): at least 30,000 square meters, in aggregate, of concrete platform designated for the parking of heavy equipment with a live load of at least 10 tons/square meter;

** Concrete Platform - alternative (ii): at least 20,000 square meters, in aggregate, of "Super Flat" concrete platform (such as the platforms constructed for logistics complexes), with a live load of at least 10 tons/square meter.


2.1. It (on its own or in accordance with the provisions of Section 10.3 (Execution as a Joint Venture) of the Invitation), has constructed, commissioned and Completed, as a Main Contractor the Projects detailed above, during the past ten (10) years immediately preceding the Pre-Qualification Submission Date;

2.2. Should the Participant be announced as an Eligible Participant and will be invited by the IAA to submit a bid pursuant to the provisions of the Tender Documents, the undersigned undertakes it shall perform the applicable designated scope of works as shall be defined in the Tender Documents.

Faithfully yours,






____________________ Attorney-at-Law

Page 68 of 83 Appendix D – Pre-Qualification Form "K"



PRE-QUALIFICATION FORM “K” THE PROJECT MANAGER OF THE PARTICIPANT

(To be completed by the Project Manager participating in the Pre-Qualification Submission)

1. Name of Project Manager:

Business Address: Phone: Facsimile: E-mail: 2. I.D. Number:

Nationality: Passport Number:

Place of Birth: Date of Birth: 3. The Project Manager hereby warrants and represents the following:

3.1. It is not and shall not be a resident of or domiciled in a country which does not

have diplomatic relations with the State or of a country which does not have full trade relations with the State;

3.2. It has all requisite power and authority for the participation in this Pre-Qualification Process;

3.3. There are no actions or proceedings pending nor, to the best of the Project Manager's knowledge and after due investigation, actions or proceedings which might result in any material or adverse change in the business, operations, affairs, condition, assets, prospects, cash flow or any of its properties or assets;

3.4. The Project Manager has not, directly or indirectly, induced or solicited any other Participant or Member(s) of a Participant to put in a false or sham Pre-Qualification Submission, and has not by itself, or directly or indirectly, colluded, arranged or agreed with any Participant or Member(s) of a Participant to secure any advantage against any other Participant, or to secure any advantage against the IAA or the State of anyone interested in the Project;

3.5. To the best of the Project Manager's knowledge, and with respect to those parts of the Pre-Qualification Submission concerned with the Project Manager:

3.5.1. The Pre-Qualification Submission submitted by the Participant is not made in the interest of, or on behalf of, any undisclosed person,

Page 69 of 83 Appendix D – Pre-Qualification Form "K"



corporation, company, voluntary association, partnership, trust, or unincorporated association;

3.5.2. The Pre-Qualification Submission is genuine and not collusive or sham;

3.5.3. All the information contained in the Pre-Qualification Submission is true, accurate, complete and current as of the Pre-Qualification Submission Date.

3.6. The Project Manager does not employ or engage any of the advisors to the IAA, including the advisors detailed in Appendix "C" of the Invitation, for the purposes of the Pre-Qualification Process or the Project;

Faithfully yours,

___________________________ _______ The Project Manager: Signature Date


____________________ Attorney-at-Law

Page 70 of 83 Appendix D – Pre-Qualification Form "L"



PRE-QUALIFICATION FORM “L” PROJECTS REFERENCE LIST

(To be completed by the Project Manager demonstrating compliance with the Pre-Qualification Requirement specified in Section 9.7 (Project Manager) of the Invitation)

1. The Pre-Qualification Requirement the Project Manager will be demonstrating compliance with:


"1" "2" "3" "4" "5"

Name of Project


General


Air Traffic Control Tower

Terminal Building

Runways

Concrete Aprons

Other (explain)

International project

Current Price (in NIS):*


Date of Completion:

Project Manager of a Main Contractor: [check applicable]


* The contract Current Price shall be calculated in accordance with the provisions Section 10.4 (Demonstrating Contract Price) of the Invitation; Currency conversion (to the extent required), shall be made in accordance with the provisions

Page 71 of 83 Appendix D – Pre-Qualification Form "L"



Section 10.5 (Currencies Conversion) of the Invitation.

2. The undersigned hereby confirms the following: 2.1. He was the leading project manager of a Main Contractor in the projects detailed

above.

2.2. The projects detailed above are for the construction or expansion of airports which were executed during the past ten (10) years immediately preceding the Pre-Qualification Submission Date.

2.3. He has been licensed as a civil engineer for at least twenty (20) years. o Attached to this Pre-Qualification Form "L" is a certified copy of the Project

Manager's civil engineering license, under the name of the Project Manager and valid on the Pre-Qualification Submission Date.

2.4. Should the Participant be announced as an Eligible Participant and will be invited by

the IAA to submit a bid pursuant to the provisions of the Tender Documents, the undersigned undertakes that he it shall act as the project manager of the Airport Project on behalf of the Participant, as shall be further detailed in the Tender Documents.

Faithfully yours,

___________________________ _______ The Project Manager: Signature Date


____________________ Attorney-at-Law

Page 72 of 83 Appendix D – Pre-Qualification Form "M"



PRE-QUALIFICATION FORM “M” FINANCIAL PRE-QUALIFICATION REQUIREMENTS

(To be completed by the Participant, each Member of the Participant and/or a Guarantor (as applicable) on a separate Pre-Qualification Form, and signed by the chief financial officer (CFO) of such Legal Entity)

Name of Participant: Name of Guarantor (if applicable): Name of Member: Member's Anticipated Holdings in Participant: Member's pro-rated Anticipated Holdings in Participant(*): (Hi)

(*) in the event the Guarantor is a Member, this Pre-Qualification Form should be completed with respect to the aggregate Anticipated Holdings in the Participant of the Member seeking to rely on such Guarantor, and the Guarantor (as a Member in the Participant)

1. Turnover (Calculated pursuant to the provisions of Section 9.8.3 of the Invitation; Turnover for each Member holding at least 10% of the Anticipated Holdings):

Period T2009 T2010 T2011 T2012

Weight 0.1 0.2 0.3 0.4

Turnover(*)

iWAVGT (weighted average turnover, which shall be calculated as follows):

(*) All data in this Section is to be presented in NIS in accordance with the provisions Section 10.5 of the Invitation.

2. Operating Cash Flow (Calculated pursuant to the provisions of Section 9.8.4 of the Invitation; Operating Cash Flow for each Member holding at least 10% of the Anticipated Holdings, fill out the applicable option):

(i) Option A: (Calculated pursuant to the provisions of Section 9.8.4.2 of the Invitation):

Period OCF2010 OCF2011 OCF2012

Weight 0.2 0.3 0.5

Operating Cash Flow(*)

OCFAVG (Weighted average OCF; shall be calculated as follows):




(*) All data in this table is to be presented in NIS in accordance with the provisions Section 10.5 (Currencies Conversion) of the Invitation.

(ii) Option B:

(Calculated pursuant to the provisions of Section 9.8.4.3 of the Invitation): E2012=

(The Equity as specified in the Financial Statements for the fiscal year 2012, presented in NIS)

CF2E=|OCFAVG|/E2012 =

3. Equity

(Calculated pursuant to the provisions of Section 9.8.5 of the Invitation; Equity for each Member holding at least 10% of the Anticipated Holdings):

Equity according to Financial Statements for the fiscal year 2012*:

All data in this Section is to be presented in NIS in accordance with the provisions Section 10.5 of the Invitation.

4. Current Ratio according to Financial Statements for the fiscal year 2012:

(Calculated pursuant to the provisions of Section 9.8.6 of the Invitation; Current Ratio for each Member holding at least 10% of the Anticipated Holdings, fill out the applicable option):

Current assets:

Current liabilities:

Current Ratio:

5. Each Legal Entity should complete this Pre-Qualification Form in accordance with the

provisions of Sections 10.5 (Currencies Conversion) and 10.6 (Content and Format of the Submission - Financial Pre-Qualification Requirements) of the Invitation.

6. Attached to this Pre-Qualification Form "M" are the Financial Statements of _______ [full name of Legal Entity to be completed as applicable] for the years _______, _______, _______, _______ [to be completed as applicable].

Faithfully yours,

[check the applicable box] ___________________________ _______ The Participant: Stamp and Signature Date The Member of the Participant: A Guarantor:





____________________ Attorney-at-Law

CFO's Statement:*

I, the undersigned, _______ (name of CFO to be inserted) acting as the CFO of _______ (name of Legal Entity to be inserted), hereby declare and attest that:

1. The audited financial statements of the Legal Entity, attached to this Pre-Qualification Form "M" for the years _______,_______,_______,_______ [to be completed as applicable] are the last annual audited and dully signed consolidated financial statements actually available for the Legal Entity in accordance with the applicable laws of the jurisdiction in which the Legal Entity is registered.

2. The figures specified by the Legal Entity in this form "M" conform to the respective Financial Statements and comply with the provisions of Section 10.5 (Currencies Conversion) of the Invitation.

_______ ________________________________ Date Signature

Page 75 of 83 Appendix D – Pre-Qualification Form "N"



PRE-QUALIFICATION FORM “N” AGGREGATE WEIGHTED AVERAGE ANNUAL TURNOVER OF ALL MEMBERS

OF THE PARTICIPANT

(To be completed by each Member's or Guarantor's CFO, in the event that the Participant is not a single Legal Entity, based on the data specified in Pre-Qualification Form "M")

Name of Participant:

Aggregate Weighted Average Turnover of all Members of the Participant: (Calculated pursuant to the provisions of Section 9.8.3 (Turnover) of the Invitation; Turnover for each Member holding at least 10% of the Anticipated Holdings):

No. Name of

Member*

Rely on a Guarantor [check and fill the applicable box]

Member's Anticipated

Holdings

Hi (Member's pro-rated

Anticipated Holdings)

iWAVGT (weighted average turnover, which shall be calculated

as follows):

[insert the i

WAVGT stipulated in section 1 of Pre-Qualification

Form "M"]

(i=1)

No

Yes:

(i=2)

No

Yes:

(i=3)

No

Yes:

(i=4)

No

Yes:

PT (Aggregate weighted Participant Turnover shall be calculated as follows):

* in the event the Guarantor is a Member, this Pre-Qualification Form should be completed with respect to the aggregate Anticipated Holdings in the Participant of the Member seeking to rely on such Guarantor, and the Guarantor (as a Member in the Participant)

** All data in this table is to be presented in NIS in accordance with the provisions Section 10.5 (Currencies Conversion) of the Invitation.

Page 76 of 83 Appendix D – Pre-Qualification Form "N"



Faithfully yours,

Names of Member/Guarantor's & Their CFOs Date Signature

CFO of Member (1) _______ or Guarantor _______ (name of

Member or Guarantor to be inserted): _______ (name of CFO to be inserted)_______ __________________







Page 77 of 83 Appendix D – Pre-Qualification Form "O"



PRE-QUALIFICATION FORM “O” GOING CONCERN

(To be completed by the Participant, each Member of the Participant and/or a Guarantor (as applicable) and each Major Subcontractor participating in the Pre-Qualification Submission, on a separate Pre-Qualification Form, and

signed by the external auditor of such Legal Entity).

1. Name of Legal Entity: 2. Role in the Pre-Qualification Submission: [check and fill the applicable box]

Participant Member Guarantor on behalf of _______ [name of Participant/Member to be inserted] Major Subcontractor

Demonstrating compliance with Pre-Qualification Requirement(s): , , , .

3. The undersigned hereby declares that it doesn't have a going concern assumption in its most

recent Financial Statements.

4. Attached to this Pre-Qualification Form "O" are the Financial Statements of [_______] [full name of Legal Entity to be completed] for the year _______.

Faithfully yours,

___________________________ _______A Major Subcontractor: Stamp and Signature Date


____________________ Attorney-at-Law

Page 78 of 83 Appendix D – Pre-Qualification Form "O"



Auditors Statement:*

*The auditor's statement below may be provided in form of a separate letter, on the Auditor's letter head, provided that all the documents are dully identified.

I, the undersigned, _______ (name of auditor to be inserted) acting as the external, independent auditor of _______ (name of Legal Entity to be inserted), hereby declare and attest that:

1. The audited financial statements of _______ (name of Legal Entity to be inserted), attached to this Pre-Qualification Form "O" for the year _______ [to be completed as applicable] are the last annual audited and dully signed consolidated financial statements actually available for the Legal Entity in accordance with the applicable laws of the jurisdiction in which the Legal Entity is registered.

2. We confirm that the auditors' opinion of the most recent audited Financial Statements as of _______ were "unqualified" and also did not draw attention to the subject of "going concern".

_______ ________________________________ Date Stamp and Signature

Page 79 of 83 Appendix D – Pre-Qualification Form "P"



PRE-QUALIFICATION FORM “P” LETTER OF GUARANTEE

(to be completed by each Guarantor, to the extent applicable, pursuant to the provisions of Section 10.6.1 of the Invitation, in a separate form)

Date: _______ To The Israel Airports Authority (the "IAA") Dear Sirs,

Re: Public Tender No. 2013/070/0319/00 - Invitation for Pre-Qualification to a Tender for

the construction of the Ilan and Assaf Ramon International Airport in Timna (the "Invitation")

The undersigned [name of the Guarantor to be completed] (the "Guarantor"), hereby confirms and warrants to the IAA as follows, with respect to [name of Participant or Member seeking to rely on the financial results of the Guarantor, to be completed] (the "Company"), holding [Member's Anticipated Holdings in the Participant, to be completed (as applicable)] of [name of Participant to be completed (as applicable)] (the "Participant"), submitting a Pre-Qualification Submission in response to the Invitation:

1. The Guarantor [please check the applicable]:

Controls the Company by means of [please provide appropriate explanation, attested to by an attorney, demonstrated by applicable documentation, e.g. reports issued by the Registrar of Companies, organizational charts, articles of association, etc.]

is a Member of the Participant, holding [Guarantor's Anticipated Holdings in the Participant, to be completed] in the Participant;

2. The Company has informed the Guarantor of the Invitation and its participation in the Pre-Qualification Process as a Participant or as a Member of the Participant, as applicable.

3. The Guarantor hereby requests that its own financial information, which is included in the Pre-Qualification Submission submitted by the Participant, will be taken into account in determination of the Participant’s compliance with the Financial Pre-Qualification Requirements set forth in Sections 9.8.3 (Turnover), 9.8.4 (Operating Cash Flow), 9.8.5 (Equity) and 9.8.6 (Current Ratio) of the Invitation, in stead of the Company's financial information.

4. The Guarantor confirms that all information which is included by it or on its behalf in the Pre-Qualification Submission is true, accurate, complete and correct as of the Pre-Qualification Submission Date.




5. The Guarantor shall provide the IAA with any information (including any financial information), which may be required by the IAA at any stage of the Pre-Qualification Process in order to carry out its evaluation of the Pre-Qualification Submission.

6. The Guarantor has read the Invitation and is familiar with the provisions thereof, and in particular the provisions of Section 21 (Reservation of Rights) thereof.

7. In the event the IAA determines that the Pre-Qualification Submission submitted by the Participant complied with the requirements of the Invitation, including the Pre-Qualification Requirements, and the Participant will be announced Eligible Participant and invited to submit a bid in accordance with the provisions of the Tender Documents, the Guarantor hereby undertakes to issue the IAA, within the bid to be submitted by the Participant, with the Participant's and/or Member’s undertaking that shall be detailed under the Tender Documents.

8. The Guarantor hereby warrants and represents the following (if applicable):



8.3. It has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as currently conducted (including the participation in this Pre-Qualification Process);

8.4. There are no actions or proceedings pending nor, to the best knowledge of the Participant and after due investigation, actions or proceedings which might result in any material or adverse change in the Participant's business, operations, affairs, condition, assets, prospects, cash flow or any of its properties or assets;

8.5. The Guarantor has not, directly or indirectly, induced or solicited any other Participant or Member(s) of a Participant to put in a false or sham Pre-Qualification Submission, and has not by itself, or directly or indirectly, colluded, arranged or agreed with any Participant or Member(s) of a Participant to secure any advantage against any other Participant, or to secure any advantage against the IAA or the State of anyone interested in the Project;

8.6. The Guarantor does not employ or engage any of the advisors to the IAA, including the advisors detailed in Appendix "C" of the Invitation, for the purposes of the Pre-Qualification Process or the Airport Project;




8.7. The Pre-Qualification Submission submitted by the Participant is not made in the interest of, or on behalf of, any undisclosed person, corporation, company, voluntary association, partnership, trust, or unincorporated association;

8.8. The Pre-Qualification Submission is genuine and not collusive or sham; and

8.9. All the information contained in the Pre-Qualification Submission is true, accurate, complete and current as of the Pre-Qualification Submission Date.

8.10. Unless otherwise defined herein, all terms shall have the same meaning ascribed to them in the Invitation.

Faithfully yours,

___________________________ _______ The Guarantor: Stamp and Signature Date


____________________ Attorney-at-Law

Page 82 of 83 Appendix D – Pre-Qualification Form "Q"



PRE-QUALIFICATION FORM “Q” CONVICTION OF A FELONY

(To be completed by the Legal Entity demonstrating compliance with the Pre-Qualification Requirement specified in Section 9.9 (Conviction of a Felony) of the Invitation (i.e. by (i) the Participant; and/or (ii) its

Members, on a separate Pre-Qualification Form)

AFFIDAVIT

I, the undersigned, _______ [declarant's full name to be inserted], bearer of Israeli ID No. _______, _______ Passport No. _______ [number and nationalism of Passport to be inserted] having been forewarned that I am to affirm the truth and that I will be subject to the penalties imposed by law if I do not do so, hereby affirm in writing as follows: 1. I am authorized to make this affidavit on behalf of _______ [full name of the

Participant/Member to be inserted (delete the unnecessary)] (the "Participant"), in connection with the Public Tender No. 2013/070/0319/00 - Invitation for Pre-Qualification to a Tender for the construction of the Ilan and Assaf Ramon International Airport in Timna.

2. I serve as the General Manager of the Participant.

3. The Participant, its officers, and any Person which hold a Substantial Holding in the Participant, were not convicted (in any instance) of a felony in accordance with the provisions of the following sections of the Israel Penal Law 5737-1977: sections 100, 112, 237, 290, 291, 300, 305, 330, 383, 422-425 of the Israeli Penal Law, 5737-1977, or the equivalent thereof, and/or under the Supervision of Goods and Services Law, 5718-1957, or the equivalent thereof, and if convicted of any of the said offences, five years or more have passed since completing serving the sentence for said offence.

1. For the purpose of this section: "Substantial Holding" means an entity which holds at least 25% of the issued shares of the Participant and/or of each Member or the voting entitlement in the Participant's and/or Member's general assembly or board of directors.

4. I hereby declare as follows: [please select the applicable box]

The Participant and any Interested Parties ["Ba'aley Zika"] in it were not Convicted of more than two (2) offences under the Foreign Workers Law (prohibition of unlawful employment and assurance of fair conditions), 5751-1991 ("Foreign Workers Law") and the Minimum Wage Law, 5747-1987 ("Minimum Wage Law"), or the equivalent thereof.

For the purpose of this article: "Interested Party" ["Ba'al Zika"] and "Convicted" – shall have the meaning ascribe to them in the Public Entities Transactions Law 5736-1976.

Page 83 of 83 Appendix D – Pre-Qualification Form "Q"



The Participant and any Interested Parties ["Ba'aley Zika"] in it were Convicted of more than two (2) offences under the Foreign Workers Law and the Minimum Wage Law, or the equivalent thereof, however, at the Pre-Qualification Submission Date, at least one (1) year has passed since the date of the last Conviction.

The Participant and any Interested Parties ["Ba'aley Zika"] in it were Convicted of more than two (2) offences under the Foreign Workers Law and the Minimum Wage Law, or the equivalent thereof, as specified below, and at the Pre-Qualification Submission Date, less than one (1) year has passed since the date of the last Conviction.

Nature of the Offence Date of Conviction

1. _______ _______

2. _______ _______

3. _______ _______

* the number of lines is for demonstration purpose only.

5. This is my name, this is my signature and the content of this affidavit above is true and accurate.

___________________ Declarant's Signature

Attorney Verification

I, _______, attorney-at-law, hereby do attest and confirm that Mr./Mrs. _______, who identified himself by Israeli ID No. _______/_______ Passport No. _______ appeared before me on _______, and after I forewarned him that he is to affirm the truth and that he will be subject to the penalties imposed by law if he does not do so, confirmed the truth of this affidavit and signed it in my presence.

Attorney-at-Law