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    MASS TRANSIT SYSTEMSIN METRO MANILA:

    Market, Financing, and Currency RisksBased on Paper Entitled: Market Oriented Planning for Mass Transit Systems:

    Private Sector Role in Metro Manila, Summer 2002, Journal of Structured and Project Finance

    Rommel C. Gavieta MA (URP), MSc (Eng), UAP, PIEP

    12thInternational Rail Finance Conference

    Organised by Euromoney

    October 28 and 29 2002

    London, UK

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    Metro Manila Mass Transit Systems (MTS)

    Market Development Drivers

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Types of MTS Development Drivers

    Market-Driven Supply (MDS) Development

    an approach that avoids costly supply investment by matching existing demand

    and supply through the market-oriented planning.

    Non-MDS Development

    a traditional approach to urban infrastructure development that embodies a

    tendency to predict and provide services.

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Socio-economic Characteristics inMetro Manila

    In Developed Countries Public Sector investment in infrastructuredevelopment is at least 4% of GDP as compared to the Philippineswhich is 2% of GDP

    Metro Manila has a population of 9.54 million over a 636 sq.km. area orGreater Manila Region will have a population of 25 million over a 41,500sq.km.

    Metro Manila contributes 30% to the total GDP.

    Metro Manila has 13% of the total national population on an area that isless than 1% of the total national land area.

    Metro Manila earn $ 2,650.00 per capita while the national average isover $ 1,000 per capita.

    Young and educated workforce and relatively big domestic market havein fact allowed the country to grow despite its low savings rate of barely

    22% compared to East Asias average rate of 40%.

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Urban Pattern of Metro Manila

    Urban pattern followed the crescentshape of Manila Bay with 6circumferential roads and 6 radialroads

    Public Transportation use in MetroManila is relatively high as compared

    to Bangkok and Jakarta

    Proposed infrastructure pattern isincomplete and currently underdevelopment

    Delays are attributed to lack ofFunds and ROW acquisitionproblems.

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Metro Manila Spatial Characteristics

    The changing spatial characteristics of MetroManila along with its suburb, the Greater ManilaRegion are as follows:

    Increased suburbanisation and sustained densityof inner areas with the stepping in of commercialactivities. Mass transit system in the inner corehas not improved and the environment hasdeteriorated.

    Continued nodal development of Commercial

    Business Districts (CBD) as well as squatter/slumcommunities, both of which exert strong butcontrasting influences on transportation.

    Increased spatial separation between residencesand CBD and educational centers.

    Unabated development of suburban areas ischaracterized by market corridor.

    Unprepared and undeveloped infrastructure ofthe suburban area for the influx of the peopleinto the Greater Manila Area.

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    Mass Transit System (MTS) Development Plan

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Metro Manila TransportationDemand Pattern

    MTS projects categorised asMetro Lines were found to beMDS capable.

    MTS projects categorised asSuburban Lines were found to

    be non-MDS capable

    Public Transportation has amodal share of 78% which likeTokyo is high when compared toBangkoks 49% and Jakartas

    55%

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Metro Manila MTS Development Plan

    Based on the Transportation

    Study funded by JBIC the

    following are the MTS projects

    recommended for development:

    Metro Lines

    LRT-1: com pleted in 1984

    LRT-2: under construct ion MRT-3: Phase I completed & Phase II

    to be bui l t

    LRT-4: und er negotiat ion

    Suburban Lines

    LRT-1 Extension: und er negotiat ion

    South Rail: und er negotiat ion

    North Rail: und er negotiat ion

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    MTS Project Description

    Project Project Cost DescriptionMDS AND METRO PROJECTS

    LRT-1 PhP 3.4 bn (1984) 15 km with 18 stations

    LRT-2 PhP 31.4 bn (est.) 13.8 km with 11 stations

    104 Light Rail Vehicles (LRV)

    MRT-3 Phase I US$ 675.5 mn (2000) 16.9 km with 13 stations

    73 LRVs

    MRT-3 Phase II US$ 214.0 mn (2005) 5.1 km with 3 stations

    48 LRVs

    LRT-4 US$ 958.0 mn (est.) 22.6 km with 11 stations124 LRVs

    NON-MDS AND SUBURBANPROJECTS

    LRT-1 Extension US$ 842.5 mn (est.) 27 km with 13 stations

    132 LRVs

    South Rail PhP 14.2 bn (est) 50 km

    North Rail PhP 42.1 bn (est.) Phase I: 42.7, Phase II: 4.9 km, PhaseIII: 11.6 km and Phase IV: 37.5 km

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    PUBLIC SECTORPROJECT FINANCING AND CURRENCY RISK

    PERSPECTIVE

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Public Sector Economic and Financial EvaluationParameters of Public-Private Partnerships

    Based on the Transportation Study funded

    by JBIC:

    Projects with highest Economic IRRare metro-expressways (25% andabove) and MTS projects (15% to 20%).

    Financial IRR for metro-expressways isnot high ranging between 4% to 12%

    while MTS is moderate ranging from5% to 16%.

    Private sector provides the capital forpump-priming the urban economy withthe development of MTS.

    Public sector will benefit from the

    development of down streameconomic linkages and the incrementalincrease in tax base as a result of theurban mass transit system project.

    Concerns

    Public Sectors lack of appreciation ofmaturity mismatches between maturityof obligations and MTS asset lifespan

    Public Sectors should link sovereignenhancements to economic income

    from the development of MTS projects

    Public sectors evaluation of projectfocuses on project cost evaluation andtransparency of bidding process

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Public Sector Concerns overDeficits due to Sovereign Enhancements

    Growing fiscal deficits as a result of

    mismatches between public revenuesand public expenditures.

    Fiscal deficits blurring Public Sectors

    appreciation of MTS Project Economicand Financial Returns.

    Growing awareness about currencymismatches between source of funds andproject revenues.

    Public Sector debt in local currencydoubled from the date of signing of theloan and concession agreement to thefirst date of debt and equity payments.

    Phase I & II Financial, Economic and Health & Welfare Benefit Cash

    Flow

    Assumptions: Ridership figures are based on DOTC projectionsAverage Ph1 fare: PhP12.50 increasing at 3% p.a.

    Average Ph1 & Ph2 fare: PhP 19.00 from 2004 and increasing at 3% p.a.Average distance: Ph1 and Ph2 (11 km), Ph1 (8 km)PhP51.00/US$ @ 2001

    Assumes 48 LRVs for Ph2 through ODA Financing

    -

    1 0 0 , 0 0 0

    2 0 0 , 0 0 0

    3 0 0 , 0 0 0

    4 0 0 , 0 0 0

    5 0 0 , 0 0 0

    6 0 0 , 0 0 0

    7 0 0 , 0 0 0

    8 0 0 , 0 0 0

    9 0 0 , 0 0 0

    2 0 0 6 2 0 0 9 2 0 1 2 2 0 1 5 2 0 1 8 2 0 2 1 2 0 2 4 2 0 2 7

    H e a l t h & W e l fa r e B e n e f i t

    E c o n o m i c B e n e f i t

    P h a s e I & I I R e v e n u e s

    P h a s e I & I I D e b t + E q u i t y I n s t a l lm e n t P a y m e n t s

    US$ 000s

    Year

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Currency Risk and its effect onPublic Sectors Fiscal Position

    0

    50

    100

    150

    200

    250

    300

    350

    400

    450

    2000 2003 2006 2009 2012 2015 2018 2021 2024

    Cost + lease rentals (Ph2)

    Cost + lease rentals (Ph1)

    Revenues (Ph1+Ph2)(PhP40/$)Revenues (Ph1 + Ph2)(PPP)

    Revenues (Ph1)

    0

    50

    100

    150

    200

    250

    300

    350

    2000 2003 2006 2009 2012 2015 2018 2021 2024

    Cost + lease rentals (Ph2)

    Cost + lease rentals (Ph1)

    Revenues(Ph1+Ph2)(PhP50/$)

    Revenues (Ph1 + Ph2)(PPP)

    Revenues (Ph1)

    Phase I & II @ PhP40/$ Phase I & II @ PhP50/$

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Public Sector Fiscal Position

    Public Debt is classified into two: Directand Indirect Obligations of the Republic.Direct Obligations is automaticallyappropriated annually while indirectobligations are subject to appropriationsrisk.

    Public Sector must understand that it islike an ordinary borrower where it lacksthe resources needed to finance high net

    present value or MDS projects.

    Public Sector debt is 61% of GDP in 2001.Obligation at present does not includeobligations as a result of indirectsovereign enhancement for MTS projects.

    Philippine Debt

    18.5

    34.9

    Public Sector Debt

    Private Sector Debt`

    10%

    90%

    Short Term

    Loans

    Medium and

    Long Term

    Loans

    Philippine Debt Maturity Profile

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    PRIVATE SECTOR PROJECT FINANCING

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    MTS Project Financing Schemes

    Project Project Cost Description

    MDS AND METROPROJECTS

    LRT-1 Government Project Belgian and Swiss ODA with Commercial Loan fromLloyds

    LRT-2 Government Project Japanese ODA and Government Equity

    MRT-3 Phase I Build Lease Transfer Japanese and Czech ECA, Commercial Loans andPrivate Equity

    MRT-3 Phase II Build Transfer Japanese ECA, NEXI & Commercial Loan and PrivateEquity

    LRT-4 Build Transfer and Build Own andOperate

    French ECA and Commercial Loans

    NON-MDS ANDSUBURBAN PROJECTS

    LRT-1 Extension Joint Venture Agreement betweenPrivate Company and GovernmentCorporation

    Canadian ECA, Commercial Loans and PrivateEquity

    South Rail Government Project Korean ODA and Government Equity

    North Rail Government Corporation Project Japanese ODA and Government Corporation Equity

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Unbundled Internal Rate of Return (IRR) for the

    MRT-3 Phase II Project

    DOF Offered Equity Investment Premium 10.44% or 1,044 basis points (bp) p.a. Philippine Debt Paper with a 25-year tenor and at an interest rate of 10.44%

    Equity Liquidity Risk Premium 1.5% or 150 bp p.a.

    Financial Closure Risk (1.5% or 150 basis points (bp) Premium US$ 30 million or 14% of the US$ 214 million proposed Total Project Cost (TPC) for potential advances

    for design, construction mobilisation and construction if financial closure is not achieved six months fromeffectiveness of the Build Transfer (BT) Supplemental Agreement

    Construction Completion Risk (1.5% or 150 bp Premium) US$ 13 million or 6% of the TPC for additional interest During Construction costs in the event the project

    is not completed on time due to MRTCs fault and theUS$ 10.9 million or 5% of the TPC for claims from

    government for the first debt re-payment in the event the project is not completed on time due to MRTCs fault.

    Cost Overrun Risk (1.5% or 150 bp Premium) US$ 14.6 million or 6.8% of TPC claim from EPC Contractor for escalation of the EPC Cost from 1997 and

    US$ 4.0 million or 1.9% of TPC claim from the EPC Contractor for Foreign Exchange losses due to thepegging of the exchange rate at JPY 121.50 to US$ 1.00 in 1997.

    Light Rail Transit Project investment Risk (1.0% or 100 bp Premium)

    At present, the capital market is wary of the Light Rail Projects in Southeast Asia in light of the recent debtrestructuring talks for the LRT projects in Bangkok and Kuala Lumpur. This has increased the investmentpremiums for any appetite, if any, for future LRT projects in Southeast Asia.

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Comparative YieldsMRT-3 Project Yield: 15%

    (Assumes completion and other risks)

    Average Yields from 8-12-1992 to 08-12-2002 Dow Jones Industrial Average: 10.16 (USA)

    NASDAQ Composite Index: 8.62% (USA)

    S&P 500 Index: 8.08% (USA)

    S&P Railroad Index: 7.30% (USA)

    Hang Seng Index: 5.32% (HK)

    STI Index: 2.02% (Singapore)

    Kuala Lumpur Composite Index: -2.20% (Malaysia)

    Philippine Composite Index: -9.71% (Philippines)

    Jakarta Composite Index: -9.71% (Indonesia) Thailand Stock Exchange Index: -11.61% (Thailand)

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    Financing Structure of EDSA MRT-3

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Financing Structure of EDSA MRT-3Phase I Project

    Asset Transfer to DOTC)

    Phase I

    Debt US$485.5 M

    EquityUS$ 190.0 M

    Contingent obligation subject to GAA

    Build Lease Transfer Agreement

    EDSA MRT-3

    Project Completion Phase I

    Debt direct

    obligation of ROPROPSecurity- Equity Swap

    Phase II

    Government

    PhP 2.0 B

    Debt

    US$ 175 to

    185 M

    Advances

    US$ 40 to 60 M

    Direct Appropriation

    Supplemental BT with ROPSecurity-Advances Swap Option

    Contingent obligationsubject to GAA

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Build Transfer (BT) Security StructureLenders

    Fare boxRevenue

    Collection

    Asset

    Republic of the Philippines

    Performance Undertaking

    Department of Finance

    Metro Rail Group

    Advances 20% of Total Project cost

    Asset

    Republic of the Philippines

    Performance UndertakingDepartment of Finance

    Fare boxRevenue

    Collection

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Private Sector Incentives from the Public Sector

    1. Indirect sovereign enhancementfor repayment of US$ 500.0

    million debt:

    Low front-end fees and premia for ECAguarantee/insurance

    Low interest rate spreads from foreignand domestic commercial banks

    Access to ECA loans

    Extended tenor offered by the PhilippineForeign Currency Deposit Unit (FCDU)banks with back-ended repayment profile

    No requirement for cashflow to coverdebt service by more than one time

    No requirement for debt service reserveaccounts.

    Lessons Learned

    Indirect sovereign enhancementclassified debt repayment as a contingentliability of the public sector that makesdebt repayment subject to appropriationrisks.

    Debt repayment is a continuingmanagement concern of the privatesector to ensure smooth transmittal ofdebt payment every time it is due.

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Private Sector Incentives from the Public Sector

    2. Guaranteed Internal Rate ofReturn for an investment of US$210.0 million:

    The allocation of project and market risksaway from lenders allows extremelyattractive financing terms and conditions

    Extended tenor for domestic and foreigninvestors with a back-ended repaymentprofile.

    Lessons Learned

    Equity repayment is subject to Fareboxrevenue and government appropriation

    Government appropriation is subject toappropriation risks.

    Farebox revenue is subject to currencymismatch between source of equity andsource of revenue.

    Domestic and Foreign investor unable toliquefy its receivables due to anundeveloped domestic debt security market

    Due to the tenor and equity rental repaymentprofile domestic investors are seeking funds

    from the insurance sector.

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Private Sector Incentives from the Public Sector

    3. Market and Fare Setting Risk

    The allocation of market risk and faresetting risk away from the Lendersallowed for competitive financing termsand conditions.

    Fare setting is a politically sensitive

    concern that affects revenue butenhances economic benefits.

    Fare setting makes revenue an elasticthat affects market share.

    Lessons learned

    Lack of appreciation that domesticpolitical constraints usually starts bitingbefore any technical capacity constraintsis reached.

    Securitisation and Convertible Bonds

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Securitisation and Convertible BondsBuild Lease and Transfer (BLT) Build and Transfer (BT)

    Government Guarantees

    Lenders

    US$ 485.5 M

    Private Sector

    US$ 190 M

    ProjectCompletion

    Government Guarantee 15%IRR over 25 years

    Private Sector SecuritisesEquity Cash Flow

    Government Guarantees

    Project Completion

    LendersUS$ 181.5 M(Loan Guarantee)

    Private SectorUS$ 16.2 M

    (paid in US$government bonds)

    Convertible Bond

    Peso equivalentof US$ 16.2 M

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    FUTURE PARADIGM FOR PRIVATE ANDPUBLIC SECTOR PARTNERSHIP IN THE

    DEVELOPMENT MTS PROJECTS

    Recommendations to Improve

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Recommendations to ImproveGovernments Absorptive Capacity in

    the Implementation of BOT Projects

    BOT law was enacted to address government financial constraint and facilitate privatesector investment into infrastructure/transportation sector. It would be ideal for theprocessing of project proposals to focus on to economic benefits and prioritization of BOTprojects.

    Technical and financial viability be measured on the basis of compliance to performancestandards and not on detailed specifications.

    Government to recognise that its participation in the financial road-show will result in lowerinterest spreads and ultimately reduce project cost.

    Strict implementation of the RA regarding the acquisition of property for governmentsponsored projects by government and acquisition cost for ROW should be made part ofproject cost.

    NEDA to endeavor to obtain ODA funds from donor countries approximately 5% of the totalODA loans for project identification, feasibility studies, master planning at local and regionallevels, and monitoring and evaluation.

    Private Sector View of the

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Private Sector View of thePublic Sector in MTS Development

    Public Sectors constancy in incorporating into the annual budget thecontingent liability for paying obligations due to MTS projects.

    Public Sector should enact legislation that will promote the development of adomestic debt security market.

    Public Sectors constancy in the interpretation of contractual obligations by thePublic Sector.

    Private Sectors understanding that sovereign enhancement is a finite resourceof the Public Sector

    Private Sectors earlier lack of understanding of indirect sovereign

    enhancements

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    ODA and ECA-Commercial Loan Comparison

    US$ million ECA &

    CommercialLoan

    ODA Loan

    Principal 181.5 157.5

    Interest 57.8 88.3

    Total Debt 239.4 245.8

    PhP million

    Principal 11,520.0 19,037.0

    Interest 3,497.0 7,821.0

    Total Debt 15,016.0 26,858.0

    NPV of totalDebt installmentrepayment

    11,812.0 8,882.0

    Same Project Cost Comparison

    US$ to PhP exchange rate was assumed to

    be 3% per annum which may not reflectreality as experienced during the Asian Crisisand political upheavals.

    ECA and Commercial loans would havealready been repaid

    From an NPV perspective, ODA financing isbetter because of the backended repaymentschedule

    However, MTS Projects funded by ODA and

    administered by Government is generally at

    least 50% over budget and completed at

    least 100% over the original project

    schedule. In this regard, the full benefits of

    ODA financing is not fully realised.

    Light Rail Vehicle Financing Option

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Light Rail Vehicle Financing Option

    Performance Undertaking (DOF)

    ODA Financing

    85% project cost financing

    Metro Rail GroupAdvance 15% ROP

    counterpart fund

    Republic of the Philippines

    (ROP)

    Light Rail VehicleSupplier

    MRT - 3 Phase II

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Current and Future Development

    1. Segregation of Onshore Cost fromOffshore Cost

    2. Matching of loan maturity withcorresponding asset development

    3. ODA financing for MDS-based MTS

    Projects

    4. Develop domestic debt security market

    1. Public Sector is pushing for domesticloans or equity investment for onshorecost to reduce currency risks.

    2.a. Public Sector to promote long term ODAloans for civil and system works.

    2.b. Public sector to promote ECA andCommercial loans for LRV acquisition.

    3.a. Private sector to advance for

    government the 15% counterpart fundsand project management for PublicSector.

    3.b. Secure request from ODA facility forfunds for ROW acquisition and utilityrelocation.

    4. Private Sector raises capital and debtfrom domestic debt security market todevelop domestic savings at the grassroots. (bonds, commercial papers andothers)

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    The End

    ODA P j t I l t ti I

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    ODA Project Implementation Issues

    Major Factors Contributing to Implementation Delays

    Public Sectors fiscal deficits is affecting absorption capacity for approved ODAfacilities

    Right-of-way Acquisition/Resettlement Problems - difficulty in resolvingproblems is a result of the lack of coordination among government and propertyowners.

    Transport Sector has 32% share of approved ODA Financing facilities.

    ODA projects are PhP 30.0 billion over budget as of 2002. In the case of DOTC,seven (7) projects are PhP 11.7 billion over budget (BW p 13 Yap, Cecile)

    Public Sector use of ODA financing for MDS potential projects when ODAfinancing can be be channeled for civil works components of MDS projects or

    Non-MDS projects.

    Project Development Concerns

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    THEMETRO R ILGROUPOctober 2002

    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Project Development Concerns

    Foreign Exchange Rate Risk

    Perceived higher political riskdue to September 11 eventand domestic events.

    None performing assets andshallow domestic debt market

    Initial limited demographicand ridership data for marketand feasibility studies

    Regulatory risk related toimplementation tariff ratesimposition

    Market and Financing Closure Risk

    Long gestation for projectdevelopment

    Long learning curve for privateand public partnership to reachfruition.

    Project Development Closure Risk

    Project Completion Risk

    Delivery of Right of Way alongthe guide-way and the stationentrance footprints

    Coordinating Design andConstruction activities with otherflagship projects.

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    Rommel C. GavietaEuromoney12the International Rail Finance Conference

    Risk Allocation Matrix

    BOT BLT/BT ODA

    Risk Proponent Government Proponent Government Government

    ProjectDevelopment

    FinancialClosure

    Completion

    ROW

    Market

    Currency

    Operations

    andMaintenance