5.

(C) For the purpose of calculating the amount to be converted into equity shares at the Completion Date it may be necessary to estimate the final amount of project cost. In that event, the parties will consult together on how such an estimate should be arrived at, and whether by an independent consulting engineer or other professional adviser, or otherwise.

KAI TAK

Government will procure that the Authority will become entitled to the Kai Tak Surplus if the new airport is not opened on the Target

Date.

6.

PASSENGER TERMINAL CHARGE ("PTC")

(A) With effect from the date when the new airport is first operational ("the Start-up Date") the Authority will institute a PTC at the new airport which (subject to the approval of Government) may be increased at the Authority's discretion. Government shall approve any such increase unless it would result in the breach of an international obligation binding upon Government.

(B) Government will institute a PTC at Kai Tak Airport before the Start-up Date and no later than the Target Date. In the event of project delay, revenues earned from the FTC at Kai Tak after the Target Date and before the Start-up Date will accrue to the Authority. Government will procure that on the Target Date the total amount of PTC and Airport Passenger Departure Tax ("APDT") payable by a passenger at Kai Tak will not exceed $150 (March 1991 $) of which APDT shall represent not more than $50 (March 1991$).

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