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LOAN AGREEMENT DATED NOVEMBER 30, 1989 BETWEEN THE REPUBLIC OF THE PHILIPPINES AND THE EXPORT-IMPORT BANK OF JAPAN

"Disbursement Period":

the period commencing on the date hereof and expiring on the earliest of (aa) June 30, 1992, (bb) the date on which the Facility is fully disbursed hereunder, and (cc) the date on which the Facility is cancelled pursuant to the terms hereof, or such other date as the parties may agree;

"Eligible Items":

                                                                                                                                                    

	goods and services imported during the period covered by the -Program and to be financed out of the proceeds of the Loan; provided that the following items shall be excluded from the definition of Eligible Items:
	Group	Sub-group	Description of Items
	112	-	Alcoholic beverages
	121	-	Tobacco, unmanufactured, tobacco refuse
	122	-	Tobacco, manufactured (whether or not containing tobacco substitutes)
	525	-	Radioactive and associated materials
	667	-	Pearls, precious and semi-precious stones, unworked or worked
	718	718.7	Nuclear reactors, and parts thereof, fuel elements (cartridges), non- irradiated for nuclear reactors
	897	897.3	Jewelry of gold, silver or platinum group metals (except watches and watch cases) and goldsmiths' or silversmiths' wares (including set gems)
	971	-	Gold, non-monetary (excluding gold ores and concentrates)

                                                                       

	(b)	goods or services supplied from the territory of the Borrower;
	(c)	goods and services for which payments have been made prior to May 23, 1989;
	(d)	goods supplied under a contract which any national or international financing institution or agency shall have financed or agreed to finance; and
	(e)	goods intended for a military or paramilitary purpose or for luxury consumption;

"Encumbrance":

any mortgage, pledge, lien, charge, privilege, priority, encumbrance or other security interest of any kind or nature whatsoever and howsoever arising;

"Event of Default":

any of the events specified in Article IX

EXIMBANK Guidelines":

Guidelines for Procurement under Untied Loans by The Export-Import Bank of Japan, dated March, 1988, as the same may be replaced, amended or supplemented from time to time;

"External Indebtedness";

any obligation for the payment of borrowed money or similar extension of credit (including under any guarantee) which is (i) expressed or payable in a currency other than the lawful currency of the Borrower's Country and (ii) owed to a Person other than a Person that is organized under the laws' of or is a citizen of the Borrower's Country;

"Facility":

the loan facility described in Section (1) of Article II;

"Final Disbursement Date":

the last day of the Disbursement Period;

"Governmental Agency":

any governmental organization or corporation or any other juridical entity of which the Borrower holds equal to or more than fifty per cent (50%) of the capital;

"IMF"

the International Monetary Fund;

'IMF Arrangement":

the extended arrangement approved by the IMF for the Central Bank of the Borrower for a period of three (3) years from May 23, 1989 for a total amount equivalent to SDR 660.6 million;

"Indebtedness":

with respect to any Person, the following (whether outstanding on the date of this Agreement or at any time thereafter without duplication): (a) all indebtedness of such Person for borrowed money; (b) all indebtedness for the deferred purchase price of goods or services; (c) all reimbursement obligations of such Person under or in respect of letters of credit or banker's acceptances; (d) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (e) all obligations of such Person under finance leases; (f) all indebtedness of others secured by an Encumbrance on any asset of such Person, whether or not such indebtedness is assumed by such Person; and (g) all direct or indirect guarantees, endorsements in the nature of the guarantee, avals  and similar obligations of such Person in respect of, and all obligations (contingent or otherwise) of such Person to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of any other Person specified in any of the preceding clauses;

"Interest Payment Date":

each of the 25^th day of May and the 25^th day of November in each year;

"Loan":

the aggregate principal amount of all Disbursements made hereunder by the EXIMBANK to the Borrower and from time to time outstanding;

'Month":

a period commencing on a specific day in any calendar month and ending on but excluding the numerically corresponding day in the next succeeding calendar month, provided that if there is no such numerically corresponding day in the next succeeding calendar month, such period shall expire on the last day of such next succeeding calendar month, and references to "Months" shall be construed accordingly;

'Person":

means an individual, corporation, partnership, joint venture, trust, unincorporated organization or any other juridical entity, or a sovereign state or any agency, authority or political subdivision thereof, or any international organization, agency or authority;

"Program";

the Borrower's program as described in Annex A hereto;

"Repayment Date":

the 25^th day of May and the 25^th day of November of each year commencing with the 25^th day of November, 1992;

"SDR":

Special Drawing Right, which shall have the same meaning as that ascribed to such, term by the rules and regulations of the IMF from time to time in effect;

"SITC":

Standard International Trade Classification, Revision 3 (SITC, Rev. 3), published by the United Nations in Statistical Papers, Series M, No.34/Rev. 3 (1986);

"Tax":

any charge (whether described as a tax or duty or otherwise, whether measured by income or value or otherwise, whether collected by withholding or stamps or otherwise) imposed by any for governmental or taxing authority upon this Agreement, upon a payment, or upon a receipt of the EXIMBANK under or profit from this Agreement (except a charge .imposed because the EXIMBANK is organized under the laws of, or maintains an establishment within the territory of, the authority imposing that charge) and any interest on or penalty with respect to any Tax;

''Tokyo Process Agent":

The Consul General of the Philippines Embassy of Japan, 11-24, Nampeidai-machi, Shibuya-ku, Tokyo 150, Japan;

U.S. Dollars" or "US$":

the lawful currency of the United States of America from time to time; and

"Yen" or "Y":

the lawful currency of Japan from time to time.

(2) Article and Section headings in this Agreement and the Table of Contents are inserted for ease of reference only and do not form a part of this Agreement and shall have no effect on the interpretation of any of the provisions hereof.

(3) The Annexes to this Agreement shall form an integral part hereof.

(4) Reference to "this Agreement" in this Agreement means this Agreement as it may be amended from time to time.

ARTICLE II

  AMOUNT OF FACILITY AND USE OF LOAN

(1) (Commitment) The EXIMBANK hereby agrees to make available to the Borrower, on and subject to the terms and conditions of this Agreement, a loan facility in an aggregate principal amount not exceeding the Yen equivalent of three hundred million U.S." Dollars (US$300,000,000.-) (calculated by aggregating the U.S. Dollar amounts stated in each request for Disbursement submitted by the Borrower in accordance with the disbursement procedures set forth in Annex B hereto), provided that nothing contained herein shall oblige the EXIMBANK to disburse an amount exceeding fifty-four billion Yen (¥54,000,000,00,0.-).

(2) (Use of Loan) The entire proceeds of the Loan shall be applied by the Borrower for the sole purpose of financing general imports of Eligible Items required in the Borrower's Country during the execution of the Program.

(3) (Non-Military Purpose) The equipment, machinery, goods and services to be financed out of the proceeds of the Loan shall be for non-military purposes and procured in accordance with the EXIMBANK Guidelines.

ARTICLE III
" DISBURSEMENT"

(1) (Disbursement Procedures) Subject to the fulfilment of the conditions referred to in Article X and the other terms and conditions of this Agreement, the EXIMBANK shall disburse the Facility in accordance with the disbursement procedures set forth in Annex B.

(2) (Timing of Disbursements) Except as otherwise agreed by the and subject to the other terms and conditions of this Agreement, Disbursements under the 'Facility shall be made in accordance with the Schedule to Annex B.

(3) (Final Disbursement Date) No Disbursement shall be made after the Final Disbursement Date unless otherwise agreed in writing by the EXIMBANK.

ARTICLE IV
  REPAYMENT AND PREPAYMENT OF LOAN

(1) (Repayment of Loan) The Borrower shall repay the Loan to EXIMBANK, according to the Amortization Schedule set out in Annex C, on each semi-annual Repayment Date, an amount equal to one-twentieth (1/20) of the aggregate principal amount of the Loan outstanding on the Final Disbursement Date, rounding the amount of each such repayment instalment(other than the final repayment instalment) up to the nearest one thousand Yen (X1,000.-) and deducting from the final repayment instalment the aggregate amount thus added.

(2) (Amortization Schedule) In the event that on the day immediately following the Final Disbursement Date, the Loan is less than the aggregate maximum principal amount of the Facility, the undisbursed balance of the Facility shall be deducted pro rata from each of the instalments shown in the Amortization Schedule (provided that the instalments other than the last instalment shall be rounded up to the nearest unit of one thousand Yen (¥1,000.-), the aggregate amount of the resulting increases to such instalments being deducted the last instalment), unless such undisbursed balance is less the last instalment, in which case the whole amount thereof be deducted from such last instalment alone.

(3) (Voluntary Prepayment) At any time after the day following the Final Disbursement Date upon giving not less than thirty (30) days' prior notice in writing to the EXIMBANK, the Borrower may ;prepay in advance of maturity all or any part (but if part, only in integral multiples of one million Yen (Y1,000,000.) and in minimum amounts of one million Yen (¥1,000,000.-) of the Loan together with all interest accrued thereon up to and including the day immediately preceding the date of such prepayment and any other amounts then payable hereunder in respect thereof. In each such case the Borrower shall pay to the EXIMBANK a prepayment premium of one half of one per cent (0.5%) of the amount of the Loan to be prepaid, which premium shall be paid simultaneously with such prepayment. Any and all such prepayments shall be applied to the then outstanding repayment instalments of the principal of the Loan in the inverse order of their maturity.

(4) (Mandatory Prepayment)

(a) In the event that the Borrower shall make an early repurchase under the IMF Arrangement on a voluntary basis or in connection with a non-complying purchase, then the Borrower shall on the demand of the EXIMBANK prepay on or after the date of such early repurchase that portion of the Loan such that the ratio of the amount of the Loan prepaid to the principal amount of the Loan outstanding prior to such prepayment shall be the same as the ratio of the amount of the early repurchase under the IMF Arrangement to the aggregate amount of purchases under the IMF Arrangement outstanding prior to such early repurchase. Any and all such prepayments shall be applied to the then outstanding repayment instalments of the Loan in inverse order of their maturity.

(b) In the event that the Borrower shall make an early repurchase under the IMF Arrangement pursuant to the IMF's guidelines on early repurchase, the EXIMBANK may, after consultation with the Borrower, request the Borrower to prepay on or after the date of such early repurchase that. portion of the Loan such that the ratio of the amount of the Loan so prepaid to the principal amount of the Loan outstanding prior to such prepayment shall be the same as the ratio of the amount of the early repurchase under the IMF Arrangement to the aggregate amount of purchases under the IMF Arrangement outstanding prior to such early repurchase. Any and all such prepayments shall be applied to the then outstanding repayment instalments of the Loan in chronological order of their maturity.

ARTICLE V
  INTEREST, COMMITMENT CHARGE AND OVERDUE PAYMENT

(1) (Interest)

(a) The Borrower shall pay interest at the rate of six per cent (6%) per annum on the principal amount of the Loan in accordance with, the provisions hereof.
  Such interest shall be paid in arrears on each Interest Payment Date for the period commencing on and including the day on which the first Disbursement is made hereunder or the immediately preceding Interest Payment Date, as the case may be, up to and including the day immediately preceding such Interest Payment Date.

(b) Notwithstanding the foregoing, the due date for each such payment of interest which falls due during the period from and including the day on which the first Disbursement is made hereunder up to and including the Final Disbursement Date shall be the date falling one (1) Month after the Interest Payment Date on which such payment of interest would have been otherwise due and payable pursuant hereto but for this provision.

(2) (Commitment Charge)The Borrower shall also pay to the a commitment charge at the rate of one quarter of one per (0.25%) per annum on the daily unutilized portion of the Facility which is available for Disbursement hereunder. Such commitment charge shall accrue from and including the date upon which the EXIMBANK submits to the Borrower a notice that all of the conditions precedent to the first Disbursement hereunder set forth in Article X hereof have been satisfied (the "Accrual Date") up to including the Final Disbursement Date. The commitment charge shall be payable in arrears on the date falling one (1) Month after Interest Payment Date occurring during the Disbursement Period and on the date falling one (1) Month after the Interest Payment immediately succeeding the Final Disbursement Date for period from and including the Accrual Date or the immediately Receding Interest Payment Date, as the case may be, up to and including the day immediately preceding such first (1st) mentioned Payment Date or the Final Disbursement Date, as the case may be.

(3) (Overdue Payment) In case the Borrower fails to pay any principal or interest payable under this Agreement on the due date therefor, the Borrower shall pay to the EXIMBAHK on demand, interest 13 such overdue amount at a rate of eight per cent (8%) per annum during the period from and including the due date thereof to and including the day immediately preceding the date of actual payment thereof. Such interest shall accrue as well after as before judgment and in accordance with Section (4) of this Article V.

(4) (Basis of Calculation) Interest and the commitment charge shall be accrue on a day to day basis and be computed on the basis of a year of three hundred and sixty-five (365) days and the actual number of days elapsed (fractional sums of less than one Yen (¥1.00) being disregarded).

ARTICLE VI
  PAYMENTS AND CURRENCY

(1) (Place and Time of Payment) All payments to be made by the borrower to the EXIMBANK hereunder shall be paid in Yen to the EXIMBANK's current account No.0010707 at The Bank of Tokyo, Ltd., Office, Tokyo, not later than 11:00 a.m., Tokyo time, on the due date for payment thereof and any such payment made on such due date but after such time shall be deemed to have been made on the immediately succeeding Business Day and interest pursuant to Section of Article V above shall accrue and be payable upon any payment so made.

(2) (Payments to be made on a Business Day) If any payment to made by the Borrower hereunder falls due on any day which is not a Business Day, such payment shall be made on the immediately Business Day without additional interest or penalty.

(3) (Payments to be Free of Claims and Taxes) No payment to be On by the Borrower hereunder shall be reduced by any set-off or counterclaim. If any payment (including one required by this sentence) is reduced by a Tax there shall be due from the Borrower together with it a further payment equal to that reduction. If the EXIMBANK becomes liable for a Tax on account of a payment from which that Tax has not been deducted, or reasonably incurs a cost in Connection with a Tax, there shall be due from the Borrower as an indemnity on demand by the EXIMBANK a payment equal to that Tax or cost.

(4) (Payments in Yen) The obligation of the Borrower hereunder to make payments in Yen shall not be discharged or satisfied by any amount, tender or recovery (whether pursuant to any judgment or otherwise) expressed, paid or made in or converted into any currency other than Yen except to the extent to which such amount, tender or recovery so expressed, paid, made or converted shall result in the effective receipt by the EXIMBANK of the full amount of Yen payable to the EXIMBANK hereunder at any relevant time and the primary obligation of the Borrower to make payment in Yen shall be enforceable as alternative or additional cause of action, and shall not be affected by judgment being obtained for any other sums due under this Agreement.

(5) (Insufficient Payment) If the amount of any payment made by the Borrower hereunder is less than the total amount due and payable by the Borrower to the EXIMBANK as of the date on which such payment is actually made by the Borrower, such payment shall be applied first against charges, fees, costs and expenses due hereunder; then against interest on interest which became overdue, if any; then against interest due on the Loan; and thereafter against the Loan due and payable.

In case of overpayment on the due date, excess amount shall be promptly reimbursed to the Borrower or be applied against the payment on the immediately following due date without any interest to the Borrower on such excess payment hereunder upon the request of the Borrower. 

ARTICLE VII
  REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants for the benefit of EXIMBANK that:

(1) (Authorization) The Borrower has full power and authority to enter into this Agreement, to borrow hereunder and to perform and observe the terms and conditions hereof. The Borrower has taken and completed all legal action or procedures necessary to approve the transactions contemplated hereby and to authorize the Borrower to execute, deliver and perform this Agreement and to borrow hereunder.

(2) (Government Consents and Actions) No authorization, licence, approval or consent of, registration, recordation or filing with, the Borrower's Country, or any agency, department, or commission thereof or therein is necessary or advisable for (i) the execution, delivery or performance of this Agreement or any agreement and instrument required for the validity and enforceability hereof or thereof, (ii) the borrowing of the Loan or (iii) the payment by the Borrower of all sums which it may be liable to pay hereunder in Yen in accordance with laws of Borrower's Country, except for the approval of the transactions contemplated herein which has been duly effected, completed and obtained and is in full force and effect.

(3) (Binding Effect) This Agreement has been duly executed and delivered by the duly authorized representative of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.

(4) (No Contravention) The execution, delivery and performance of this Agreement and all instruments or agreements required hereunder do not contravene, violate or constitute a default under (a) any provisions of any agreement or other instrument to which the Borrower is a party of by which the Borrower or any of its assets is or may be bound; (b) any treaty, law or regulation applicable to the Borrower; or (c) any judgment, injunction, order or decree binding upon the Borrower or any of its assets, nor does the same result in the creation or imposition of any Encumbrance on any asset of the Borrower.

(5) (No default) No event has occurred and is continuing from the making of any Disbursement hereunder which constitutes of which, upon a lapse of time or the giving of notice or both; is an Event of Default or a default under any agreement, mortgage, indenture note or other instrument to which the Borrower is a party or by which the Borrower or any of its assets is bound.

(6) (Litigation) There are no legal, administrative or other actions, claims or other proceedings current against the Borrower which materially and adversely affect the financial condition, business or operations of the Borrower's ability to perform its obligations under this Agreement or which question the legality, validity or binding effect of any provision of this Agreement.

(7) (Taxes) Under the laws of the Borrower's Country, there is no Tax imposed (whether by withholding or otherwise) on or by virtue of the execution and delivery of this Agreement or any document or instrument to be executed and delivered hereunder, the performance hereof or thereof or the admissibility in evidence or enforcement hereof or thereof, or on any payment required to be made hereunder or thereunder.

(8) (Pari Passu) The obligations and liabilities of the Borrower under this Agreement are the unconditional and general obligations of the Borrower and rank at leastpari passuwith all other present and future unsecured and unsubordinated External Indebtedness (both actual and contingent) of the Borrower.

(9) (Commercial Activity) The Borrower is subject to civil and commercial law with respect to its obligations under this Agreement. The execution and delivery of this Agreement constitute, and the performance by the Borrower of the compliance with its obligations under this Agreement will constitute, private and commercial acts done and performed for private and commercial purposes under the laws of the Borrower's Country and neither the Borrower nor any of its assets has any right of immunity from suit, execution, attachment or any other legal process with respect to its obligations under this Agreement in any jurisdiction, including, without limitation, the Borrower's Country.

(10) (Proceeding to Enforce Agreement) In any proceeding in the Borrower's Country to enforce this Agreement, the choice of Japanese law as the governing law hereof will be recognized and such law will be applied. The waiver of immunity by the borrower, the irrevocable submissions of the Borrower to the non-exclusive jurisdiction of the Tokyo District Court and the appointment by the Borrower of the Tokyo Process Agent are legal, valid, binding and enforceable and (any judgment obtained in Japan will be recognized and enforceable against the Borrower and its assets in the Borrower's Country.

This Agreement is in proper legal form under the laws of the Borrower's Country and is capable of enforcement in the courts of the Borrower's Country. (6) There is no requirement to file, register or otherwise record this Agreement or any instrument or agreement required hereunder in any public office or elsewhere in the Borrower's Country to ensure the validity legality, effectiveness, enforceability or admissibility in evidence hereof or thereof.

(11) (Program) The Program description and details contained in Annex A are true and accurate in all respects. The Representations and warranties of the Borrower made and given above are continuing representations and warranties and shall be deemed to be repeated by the Borrower on and as of each Interest payment Date, in each case with reference to the facts then existing.

ARTICLE VIII
  PARTICULAR COVENANTS

The Borrower covenants and agrees that as from the date of this Agreement and so long as any amount payable or repayable to the (EXIMBANK hereunder remains outstanding:

(1) (Program Implementation) The Borrower shall and shall cause the Central Bank of the Philippines and other relevant authority to implement and complete the Program, as modified from time to time by the Borrower, with due diligence and efficiency and without any unnecessary delay. The Borrower shall inform the EXIMBANK of any modification that may be made to such Program as soon as possible, but in any event not later than one week from the date of modification.

(2) (Consultation) The Borrower shall, from time to time at the request of the EXIMBANK as to the implementation and administration of this Agreement and the Program.

(3) (Dispute on Procurement) The Borrower shall take all necessary steps to ensure that no third party brings or threatens to bring any action to proceedings against the EXIMBANK as a result of the procurement by the Borrower of goods and services in accordance with the EXIMBANK Guidelines, provided that if any such action or proceedings is brought or threatened, the Borrower shall indemnify the EXIMBANK in respect of all legal costs, legal expenses and damages in relation to legal dispute payable by the EXIMBANK in respect thereof.

(4) (Other Information) The Borrower shall furnish the EXIMBANK upon request with all information as shall be furnished by the Borrower to any party to any other loan or financing agreement related to the Program and with such other information (financial or other) as the EXIMBANK may reasonably request.

(5) (Notifications)

(a) The Borrower shall immediately inform the EXIMBANK of the imposition of any law, decrees or regulations materially affecting the Borrower or the Program.

(b) The Borrower shall promptly inform the EXIMBANK of the occurrence of any event or circumstance which interferes or threatens to interfere with the implementation, completion or operation of the Program.

(c) The Borrower shall notify the EXIMBANK as soon as it becomes aware of the occurrence of any Event if Default or of any event which, upon the lapse of time or the giving of notice or both, or any event which interfere, with the performance by the Borrower of its obligations under this Agreement.

(6) (Disposition of Assets) Consistent with the support by the EXIMBANK for the rationalization of government operation in the Borrower's Country, the Borrower shall inform the EXIMBANK of the progress in its asset privatization to help monitor the development in this field.

(7) (No Encumbrances) Without the prior express written consent of the EXIMBANK, the Borrower shall not, nor shall permit any Governmental Agency to, create, assume or suffer to exist or have outstanding any Encumbrance ( other than liens arising by operation of law) upon all or any part of the Governmental Agency, as the case may be, to secure any present or future External Indebtedness of any Person, whether actual or contingent, except for those listed in Annex E.

(8) (Pari Passu) The obligations and liabilities of the Borrower hereunder, rank and shall rank at least pari passu with all other existing or future unsecured and unsubordinated External Indebtedness, both actual and contingent, of the Borrower.

(9) (Records) The Borrower shall cause the Agent to retain or to be retained until one year after the Final Disbursement Date all records (contracts, orders, invoices, bills, receipts and other documents) evidencing the expenditures for which Disbursements are requested in accordance with Annex B hereto and shall enable representatives or agents of the EXIMBANK to examine such records.

ARTICLE IX
  EVENTS OF DEFAULT

Upon the occurrence of any of the following (each being an Event of Default):

(a) the Borrower fails to pay when due any amount of principal, interest or commitment charge, or any other amount payable to the EXIMBANK hereunder, in the manner required under this Agreement; or

(b) the Borrower is in breach of or in default under any other term, condition or provision of this Agreement and (except in the case of a default under Sections (7) and (8) of Article VIII, which shall be an immediate Event of Default) such breach or default continues unremedied for more than thirty (30) days; or

(c) any of the events described in (a) or (b) above, or any other event which constitutes a default, occurs in respect of any other agreement involving the borrowing of money or the extension of credit or any guarantee between the Borrower, on the one part, and either the EXIMBANK alone or the EXIMBANK acting together with one (1) or more private Japanese banks or financial institutions, on the other part; or

(d) any representation or warranty made or given by the Borrower herein or any other statement otherwise made in any certificate, opinion or other document furnished in connection with this Agreement proves to have been incorrect or untrue when made or given or deemed made or given; or

(e) any payment is not made when due under any other External Indebtedness of the Borrower or the Central Bank of the Philippines, or any such External Indebtedness of the Borrower, having an aggregate principal amount greater than ten million U.S. Dollars (US$10,000.-) or the equivalent thereof, is declared or would, with the giving of notice or passage of time or both be capable of being declared due and payable prior to the stated maturity thereof; or

(f) The Borrower admits to its creditors generally inability to pay, or declares a moratorium on the payment of, its debts generally as they fall due subject to review by local counsel; or

(g) the validity of this Agreement shall be contested by the Borrower, or the borrower shall deny generally liability under this Agreement (either by a general suspension of payments or a moratorium on the payment of External Indebtedness generally), or there shall be any change in any treaty, law regulation or policy of the Borrower's Country or any order of any competent authority or decision of any court of competent jurisdiction which renders or purports to render any provisions of this Agreement, invalid or unenforceable or which would prevent or delay the performance or observance by the Borrower of its obligations hereunder; or

(h) any licence, consent, approval or authorization of, or any filing or registration with, any governmental authority or agency necessary for the validity or enforceability of thus agreement or the making or performance by the Borrower of its obligations under this Agreement or any agreements or instruments required hereunder or for the admissibility in evidence of this Agreement shall be revoked, not be issued or timely renewed, or cease to remain in full force and effect; or

(i) the Borrower shall cease to be a member of IMF; or

(j) the Borrower or the central Bank of the Philippines shall fail to make any repurchase required to be made by it under the IMF Arrangement on the date such repurchase is required to be made pursuant to the provisions of articles of the IMF Arrangement, provided, however, that the failure to repurchase such amount shall continued for a period of not less than fourteen (14) consecutive days and shall be continuing,

then, in each and every case, the EXIMBANK may at any time thereafter by telex notice to the Borrower suspend any disbursement of the Facility and if such event shall remain unremedied for a period of thirty (30) days after such telex notice of the EXIMBANK except (a) and (i) (for the case (a) the EXIMBANK may allow three (3) days for technical delay), the EXIMBANK may by further notice to the Borrower cancel any further disbursement of the Facility and/or cancel the Facility and/or declare the Loan together with all accrued interest as well as any other amounts payable, whereupon the same shall (as the case may be) forthwith be suspended and/or cancelled and/or become immediately due and payable without further notice and/or formality and the Borrower hereby waives any further notice, demand and/or presentment in connection therewith.

ARTICLE X
  CONDITIONS PRECEDENT

(1) (Conditions to First Disbursement) This Agreement shall come into effect on the date hereof, provided, however, that the EXIMBANK shall have no obligation hereunder and no Disbursement by EXIMBANK hereunder shall be made unless and until the EXIMBANK notified the Borrower that the EXIMBANK has received all of the following documents, each in form and substance satisfactory to it:

(i) such legal opinions as the EXIMBANK may reasonably request, including, in particular a legal opinion of the Secretary of Justice, or in his absence the Undersecretary of Justice, of the Borrower's Country in the form set out in Annex D. (provided that if any qualifications are made to any of such legal opinions, it shall contain a reasonably detailed explanation of the legal basis thereof which shall be satisfactory to the EXIMBANK);

(ii) documentary evidence of the authority of each person who (aa) has signed this Agreement on behalf of the Borrower and (bb) will sign the statements, reports, certificates and other documents required by this Agreement and will otherwise act as a representative of the Borrower in relation to the implementation and administration of this Agreement (such documentary evidence to include certified copies of all governmental actions and consents taken or obtained in order to authorize the execution, delivery and performance by the Borrower of this Agreement and the transactions contemplated hereby and the authenticated specimen signature of and certificate of incumbency in respect of each person described in (aa) and (bb) above);

(iii) certified copies of the documents of the Borrower and all relevant laws relating to the power and authority of the Borrower and the performance of its obligations hereunder;

(iv) the written appointment of the Tokyo Process Agent in the form set out in Annex F;

(v) a copy of the IMF Arrangement, together with all attachments and Annexes thereto, as approved by the Executive Board of the IMF;

(vi) documentary evidence that the registration of this Agreement by the Central Bank of the Philippines has been duly effected;

(vii) such other documents, evidence, materials and information (financial or other) which the EXIMBANK may reasonably request in relation to this Agreement, and

(viii) receipt by the EXIMBANK of notification of Japan's Executive Director in the IMF of observance of the performance criteria for end September 1989 and duly completion of the first review, described in Para. 45 of the Program, by the Executive Board.

The Borrower hereby undertakes to use its best efforts to deliver to the EXIMBANK all of the above documents except (viii) in the shortest possible time from the date hereof.

(2) (Conditions to Each Disbursement) Moreover, notwithstanding anything contained herein to the contrary, the obligation of the EXIMBANK to make each and every Disbursement hereunder shall at all times be subject to the condition that:

(a) as of the date of such Disbursement, neither an Event of Default nor an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default has occurred and is continuing from the making of such Disbursement;

(b) all the representations and warranties made or given by the Borrower herein remain true and accurate in all material respects on and as of the date of such Disbursement;

(c) receipt by the EXIMBANK of notification of Japan's Executive Director in the IMF of observance of relevant performance criteria and of completion of a review of the Program by the Executive Board or provision of necessary waivers or modifications in the Program or performance criteria; and

(d) as of the date of such Disbursement, the Borrower's right or eligibility to make purchases under the IMF Arrangement was not interrupted, suspended or limited under Paragraphs (4), (5) or (6) thereof.

ARTICLE XI
  CANCELLATION

(1) If the IMF Arrangement shall at any time be cancelled voluntarily by the Borrower, then the EXIMBANK may by written notice to the Borrower cancel the Facility, in which event the Borrower shall no longer be entitled to request Disbursements hereunder.

(2) The cancellation of the Facility in accordance with Section (1) of this Article XI shall have no effect upon the amortization schedule with respect to Disbursements made prior to the date of cancellation, subject to the provisions of Section (2) of Article IV.

ARTICLE XII
  TAXES, FEES AND EXPENSES

(1) (Indemnification for Taxes and Banking Charges) The Borrower shall pay or cause to be paid and shall indemnify the EXIMBANK against;

(a) all court tares, stamp or registration or filing duties or analogous fees, expenses or taxes and any penalties or interest with respect thereto which may be imposed by any law or governmental authorities of the Borrower's Country in connection with the execution, delivery, performance, admissibility in evidence or enforcement of this Agreement and against any liabilities resulting from or with respect to any delay or omission on the part of the Borrower to pay any of the same;

(b) all banking charges or fees, if any, incurred in connection with the Disbursement hereunder and the payment, repayment or prepayment of principal, interest, commitment charges or any other amounts due to the EXIMBANK under this Agreement; and

(c) the costs and expenses related to the obtaining and delivery of the opinions, documents and evidence referred to in Sub-Sections (i) through (viii) of Section (1) of Article X and the collection and certification of the records and evidence referred to in sections of Annex B.

(2) (Expenses)

(a) The Borrower shall, whether or not any Disbursement is made hereunder, pay to EXIMBANK on demand all expenses incurred by the EXIMBANK, but not exceeding five million Yen (Y5,000,000.-) including but not limited to legal fees and expenses of counsel, translation, communication, travel, accommodation and all other out-of-pocket expenses, in connection with the negotiation, preparation, execution, delivery and implementation of this Agreement and any amendment thereof. The EXIMBANK shall provide to the Borrower a reasonably detailed statement of such expenses.

(b) The Borrower shall pay to the agent in respect of this agreement an agency fee, the amount and method of payment of which shall be agreed separately between the Borrower and the Agent.

(c) The Borrower shall also reimburse the EXIMBANK, on demand, for all expenses, including but not limited to legal fees, incurred by the EXIMBANK in contemplation of, or in connection with the administration or enforcement of, or the preservation or perfection of any of their rights under this Agreement.

ARTICLE XIII
  GOVERNING LAW AND JURISDICTION

(1) (Governing Law) This Agreement shall, in all respects, be governed by and construed in accordance with the laws of Japan.

(2) (Good Faith Consultation) The parties hereto undertake to use their best efforts to resolve any dispute arising out of or in connection with this Agreement through consultation in good faith mutual understanding, provided that such consultation shall not prejudice the exercise of any rights or remedies of either party hereto by any such party in respect of any such dispute.

(3) (Submission to Jurisdiction) The Borrower hereby agrees it any suit, action or proceeding in relation to any claim, dispute or difference which may arise under this Agreement may be brought in, and hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Tokyo District Court, in relation to any such suit, action or proceeding but without prejudice to the rights of the EXIMBANK to commence any legal action or proceeding in any other courts of competent jurisdiction.

(4) (Appointment of Agent for Service) Without prejudice to the generality of Section (3) of this Article, the Borrower hereby irrevocably designates, appoints and empowers, in respect of any proceedings in the Tokyo District Court, the Tokyo Process Agent for the purpose of service or delivery of petition or any and all other documents relating to such proceedings. The Borrower undertakes to maintain at all times persons or agents to act on its behalf in such in manner in Tokyo throughout the period the Loan is outstanding or any other sum remains due and owing hereunder.

(5) (Manner of Service) Any process, petition or documents issued to the Borrower and served at or delivered to the Tokyo Process Agent shall be deemed to have been duly served upon or delivered to the Borrower.

(6) (Waiver of Immunity) The Borrower hereby irrevocably waives, to the fullest extent now or hereafter permitted by law, any and all immunity from suit, judgment, service of process upon it or any agent, execution on judgment, set-off, attachment prior to judgment or attachment in aid of execution or other legal process to which it or its assets may be entitled in any legal action or proceedings with respect to this Agreement or any of the transactions contemplated hereby or hereunder. The Borrower hereby consents generally to the giving of any relief or the issue of any process in connection with any such action or proceedings including, without limitation, the making, enforcement or execution against any property whatsoever irrespective of its use or intended use of any order or judgment which may be made or given in such action or proceedings.

Notwithstanding the foregoing the Borrower does not waive any such immunity in respect of its property which is (i) used by a diplomatic or consular mission of the Philippines, (ii) property of military character and under control of a military authority or defense agency and (iii) located in the Philippines and dedicated to a public or governmental use (as distinguished from a partimonial property or property dedicated to commercial use).

ARTICLE XIV
  MISCELLANEOUS

(1) (No Assignment) This Agreement shall be binding upon and inure to the benefit of the Borrower and the EXIMBANK and their respective successors and assigns, provided that the Borrower may not assign any or all of its rights or obligations hereunder to any person in any manner whatsoever without the prior express written consent of the EXIMBANK.

(2) (No Release) No claim or dispute arising out of and/or in connection with any other contract or agreement whether or not related to the Program, shall have any effect upon the Borrower's obligations under this Agreement nor in any way be deemed to release, the Borrower therefrom, such obligations being absolute and unconditional.

(3) (No Waiver, Remedies Cumulative) No failure or delay in exercising on the part of the EXIMBANK, any right hereunder shall Operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof, or the exercise of any other right. No waiver by the EXIMBANK hereunder shall be effective unless it is in writing. The rights and remedies herein provided are cumulative and not exclusive of any other rights or remedies provided by law.

(4) (Partial Illegality) If at any time any provision hereof becomes illegal, invalid or unenforceable in any respect under the laws of Japan, neither the legality, validity or enforceability of any other provisions hereof shall in any way be affected or impaired thereby.

(5) (Change of Evidence of Authority) In the event of any change in the matters referred to in the documentary evidence provided for in Sub-Section (ii) of Section (1) of Article X, the Borrower shall promptly notify the EXIMBANK in writing of such change and, at the same time, furnish to the EXIMBANK relevant documentary evidence in respect of such change as well as authenticated specimen signatures of and certificates of incumbency in respect of any person(s) who are referred to in such documentary evidence as changed, if such change involves replacement of or addition to the person(a) referred to in the said Sub-Section (ii) of the said Section (1). The EXIMBANK may rely upon and refer to the documentary evidence, authenticated specimen signatures and certificates of incumbency previously received by the EXIMBANK until such time as the EXIMBANK receives notice from the Borrower of such long as well as the relevant documentary evidence as aforesaid.

(6) (Communications) Unless otherwise specified herein, all notices, requests, demands or other communications to or upon the parties hereto shall be given or made by registered air mail, by telex or by facsimile (except communications to the Agent) promptly confirmed by registered air mail, addressed as follows:

                                                                                                               

		If to the EXIMBANK	:		The Export-Import Bank of Japan   (for the attention of the Director of   Loan Department I (Asia and Oceania))   4-1, Ohtemachi 1-chome, Chiyoda-ku,   Tokyo 100, Japan   Telex Number : 2223728 YUGIN J   Facsimile : TOKYO 287-9574
		If to the Agent	:		The Bank of Tokyo, Ltd,   (for attention of Sovereign Advisory   Division)   6-3, Nihombashi Hongoku-cho 1-chome   Chuo-ku, Tokyo 103, Japan   Telex Number : J22220 TOHBANK
		If to the Borrower	:		Office of the Secretary, Department of Finance   (for the attention of Undersecretary for   International Finance Group)   The Central Bank of the Philippines Manila, Philippines   Telex Number : 40268 CB CONF
						7550 CBP-PH
					Facsimile MANILA 521-9495

(7) (Use of English Language) All documents, information and materials to be furnished under this Agreement shall be in the English language.

(8) (Abbreviation) This Agreement may be referred to as "EXIM-IMF PARALLEL Loan to the Philippines" in communications between the EXIMBANK, and the Borrower, as well as in relevant documents.

IN WITNESS WHEREOF, the Borrower and the Eximbank, acting through their duly authorized representatives, have caused this Agreement to be duly executed in duplicate in the English language and signed in their respective names and delivered at the office of the EXIMBANK in Tokyo, Japan, as of the day and year first above written.

         
           

The Republic of the Philippines	The Export-Import Bank of Japan
(Sgd.) Ramon V. del Rosario	(Sgd.) Takashi Tanaka
Ambassador Extraordinary   and Plenipotentiary of the   Republic of the Philippines to Japan	President