REQUEST FOR PROPOSAL CONCESSIONS OPPORTUNITY ADDENDUM NO. 13. December 10, 2010

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1 REQUEST FOR PROPOSAL CONCESSIONS OPPORTUNITY ADDENDUM NO 13 December 10, 2010 For All Retail / Services Packages and FB05 Gelato or Frozen Yogurt Proposal Due Date December 17, 2010 by 2:00 pm (CST) For All Food & Beverage Packages Excluding FB05 Gelato or Frozen Yogurt Proposal Due Date January 17, 2010 by 2:00 pm (CST) Addendum No 13 addresses the following: 1) Provides additional clarification to FB03 and FB04 The attached Lease Outline Document is for informational purposes only and does not have to be incorporated into the design for the proposal process 2) Includes answers to outstanding Questions Please continue to check our website wwwdfwairportcom/concessions for updates Page 1 of 4

2 REQUEST FOR PROPOSAL ADDENDUM NO 13 F&B Questions 1 Package FB09 The concept description says that the concept should feature at least thirty wines both imported and domestic including at least four selections from Texas vineyards Are all 30+ wines required to be available bythe-glass, or can there be selections by-the-glass and additional selections available by the bottle? 2 Package FB09 Please clarify which percentage rent range applies to retail wine (ie unopened retail wine bottles taken by passengers to-go ) Alcohol (wine only) range (18-21%) or Specialty Retail range (15-18%)? All 30 wines must be available by-the-glass Bottles of wine that are sold as merchandise will be included under Specialty Retail (15% - 18%) Construction Questions 1 Where will the Skylink/escalator stations be located? Skyline escalators will remain in current positions 2 All 3 highlighted stores in Terminal A would require a second remote exit per code Are there provisions for exiting into landside? Airside exits will be provided by DFW Airport in the north wall of A-2-082C-A01 and the elevator adjacent wall of A-2-086C- A01 will be provided an alarmed landside exit door with cameras by DFW Airport Attached is an exhibit which identifies the referenced locations ACDBE Questions 1 Addendum 3 ACDBE Q&A, question 3 The answer to this question states we should submit a Draft Joint Venture Agreement with our proposals Exhibit F, ACDBE Concessionaire Information & Questionnaire, thoroughly outlines the nature of the joint venture relationship Instead of a draft agreement, would a Letter of Intent and Term Sheet accompanied by Exhibit F be acceptable 2 If proposing with a minority ACDBE JV partner, do we need to submit information (ie audited financial statements, Concessions Business Disclosure Forms, etc) for either entities or only the majority entity? A draft Joint Venture Agreement should be submitted Provide any relevant information for all partners RFP / General Questions 1 Proposal Guidelines - Proposal Evaluation Criteria (page 10 of the RFP) The RFP allows for Incumbent Bonus Points; can you please explain how Incumbent Bonus Points work? Are Incumbent Bonus Points tied to the specific concession concept or entity (and therefore deal structure)? Incumbent Bonus Points are awarded based on existing entities customer service, sales performance and lease compliance Page 2 of 4

3 REQUEST FOR PROPOSAL ADDENDUM NO 13 RFP / General Questions 2 Proposal Guidelines - Proposal Evaluation Criteria (page 10 of the RFP) If the proposer is a new Joint Venture between a concessionaire that is not currently operating at DFW (majority partner) and a concessionaire currently operating at DFW (minority partner), is it possible to receive Incumbent Bonus Points? 3 Proposal Guidelines - Award Limit (page 10 of the RFP) Would the award limit apply to a Joint Venture wherein the majority partner had no existing concessions at DFW (and is only proposing on one package), but the minority partner had existing concessions at DFW (and was proposing on several packages)? 4 Minimum Qualification Requirements Proposal Deposit (page 12 of RFP) It is our understanding that cashier s checks have expiration dates 90 days from receipt, but the RFP requires 240 days Would this be acceptable? If not, would the airport accept a money order or a proposal bond instead? 5 Proposal Evaluation Criteria Financial Information (page 19 of the RFP) We are a national brand; however, we do not disclose the statistics listed to media (system wide sales, average sales per unit, etc) As such, we do not have evidence of national rankings in those categories We have significant coverage in the national press (New York Times, USA Today, The Wall Street Journal, etc) and we have industry awards from National s Restaurant News, Airport Revenue News and Airports Council International Would examples of this press and these awards satisfy the evaluation criteria for a National Brand? If not, would using the criteria for a Regional Brand be acceptable? This would include national and regional media recognition, the ability of the concept to create a sense of place, average transaction value, average annual sales per unit and YOY sales growth 6 Proposal Evaluation Criteria Financial Information (page 19 of the RFP) The RFP asks for a credit report from Experian, Trans Union or Equifax As a privately held company, we do not traditionally get credit reports from these companies Would a credit report from Dunn & Bradstreet be acceptable? No Per the DFW Airport Concessions Policy, no one Concessionaire (including related entities, ie, entities owned or controlled by the same person or in the first degree of consanguinity or affinity to the same person) may own, control, manage or operate more than the Award Limit listed on Page 10 of the RFP Cashier s checks will be cashed upon receipt The proposal deposit amount will be refunded to all unsuccessful proposers (Referenced from page 13 of RFP) If the proposer is a national brand, the proposer will be evaluated as a national brand Yes Page 3 of 4

4 REQUEST FOR PROPOSAL ADDENDUM NO 13 RFP / General Questions 7 The DFW Airport Board Concessions Business Disclosure Form asks us to list ALL investors with a financial interest or other ownership interest under Name(s) of Owner(s), Partners or Owner of DBA and all individuals, partnerships, corporations or other legal entities having ownership interests in the business and indicate their percentage of ownership a Do we need to list investors twice (ie, once for each question) or simply once? b We are a privately held corporation It is customary to only list shareholders with a significant interest in the corporation (ie 10% or more) rather than ALL investors with ANY interest Would it be acceptable to only list investors with a 10% or more financial ownership/interest? 8 1) What do we need to provide for the Certified financials? 2) Will a letter from the principal owner stating that these are our financials as prepared by our CPA be sufficient for this requirement? 9 If my location does not open until phase 2 or 3, what financial/business information will be required at that time? a No, reference previous listing, if provided in another section b No, Refer to Exhibit B Concessions Business Disclosure Form, Item 13 1) To clarify, the documentation should include: 1) Financial Plan including two years of historical financial statements 2) Five years of projected financial statements (balance sheet, income statement and cash flow projections) 3) Include all assumptions used to create the statements such as reasons for significant increases and decreases in line items, specific information on borrowing, such as lenders and interest rates, planned bond offerings, etc 4) NOTE: Revised 12/13/10 This information is desired DFW reserves the right to ask for this and additional financial information during the proposal review process 2) Yes Updated financials, ownership information (Business Disclosure Form, Exhibit B) and any other pertinent business information will be requested 6 months prior to the start of construction 10 How will proposed percent rent be evaluated? For clarification, proposed rents will be given graduated points based on their relation to the minimum and maximum percentages allowed Page 4 of 4

5 26' - 3" GENERAL NOTES: CONCOURSE CIRCULATION 11'-0" BULK-HEAD 12'-0" (+/-) HOLD ROOM 13'-0" (+/-) 39' - 7" E 35' - 0" 92 A-2-041E-A01 & A-2-041D-A01 SHARED SEATING 3266 SF (1633 SF EA) F A-2-041E-A01 FOOD & BEVERAGE 831 SF 14' - 4" 34' - 1" 28' - 7" 5' - 6" 17' - 11" 10' - 0" 5' - 9" 8' - 7" 30' - 8" 41 CONCESSION 42 NOT INCLUDED IN LEASE SPACE 1 2 ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-BUILT CONDITIONS AND COORDINATED WITH ALL WALL TYPES OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY TENANT TO FIELD VERIFY AND CONFIRM ALL AS-BUILT CONDITIONS 3 REFER TO CONCESSIONS SERVICE MATRIX 76 FOR MEP AND STRUCTURAL CONDITIONS RELATIVE TO LEASE SPACE LEASE OUTLINE LOCATION STANDARDS: 1 BETWEEN DEMISED CONCESSION UNITS LEASE LINE IS LOCATED ON THE CENTERLINE OF DEMISING WALLS 2 BETWEEN CONCESSION UNITS AND HOLD LOUNGE AREAS LEASE LINE IS LOCATED ON THE HOLD LOUNGE SIDE OF THE DEMISING WALL 3 FACING CONCOURSE CIRCULATION LEASE LINE IS LOCATED AT THE OUTSIDE FACE OF GLAZING SYSTEM 4 FACING AIRFIELD LEASE LINE IS LOCATED AT THE OUTSIDE FACE OF GLASS KEY LEGEND LEASE AREA SEATING RESTRICTED ZONE GUARDRAIL 28' - 3" 43 FOOD & BEVERAGE 9'-0" (+/-) 12'-0" (+/-) 47' - 9" EXISTING LAY-IN CEILINGS IN THIS AREA COULD NOT BE REMOVED DURING THE INITIAL SURVEY PHASE OF THE PROJECT TO CONFIRM CLEAR HEIGHTS AFTER REVIEW OF EXISTING AS-BUILT DRAWINGS, IT IS ANTICIPATED, BOTTOM OF STRUCTURE WILL BE APPROXIMATELY 14'-0" MIN AFF SINCE HVAC TRUNK LINES WILL BE LOCATED WITHIN THIS AREA AND WILL AFFECT AVAILABLE CEILING HEIGHT, TENANT IS REQUIRED TO SURVEY AND CONFIRM AVAILABLE HEIGHTS ABOVE FINISH FLOOR PRIOR TO DESIGN OF INTERIOR SPACE 38' - 4" CONCOURSE CIRCULATION DRAFT: Nov 16th, CONCESSION TOTAL 2464 SF THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS AND OVERALL AREA OF SHELL LEASE SPACE INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE AS STATED IN GENERAL NOTES 1 AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL EXISTING CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK LEASE SPACE NORTH A TERMINAL NORTH 0 8' 16' 32' THIS WAS PRODUCED BY OR UNDER THE DIRECT SUPERVISON OF REGISTERED ARCHITECT RALPH BAUER, # 7484 THIS DOCUMENT IS INCOMPLETE AND MAY NOT BE USED FOR REGULATORY APPROVAL,PERMIT OR CONSTRUCTION NO DATE DATE OF ISSUE: REVISION DRAFT 11/16/2010 BY A B C D E DALLAS/FORT WORTH INTERNATIONAL AIRPORT TYPE OF USE: TERMINAL LOCATION: REFERENCE NUMBER: DESIGN CONDITIONS: CONTRACT NUMBER: SHEET NUMBER 1 OF 1 SHEETS DFW

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