Treaty (9 September 1983)

September 09, 1983

LOAN AGREEMENT FOR EXTRA HIGH VOLTAGE TRANSMISSION LINE PROJECT (SOUTHERN LUZON) STAGE II BETWEEN THE OVERSEAS ECONOMIC COOPERATION FUND, JAPAN AND THE GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES

Table of Contents

Article I Loan

1. Amount and Purpose of Loan 2. Use of Proceeds of Loan

Article II Repayment and Interest

1. Repayment of Principal 2. Interest and Method of Payment thereof

Article III Particular Covenants

1. General Terms and Conditions 2. Procurement Procedure 3. Disbursement Procedure 4. Administration of Loan 5. Exemption from Import Restriction 6. Notices and Requests Schedule 1. Description of Project Schedule 2. Allocation of Proceeds of Loan Schedule 3. Amortization Schedule Schedule 4. General Terms and Conditions Schedule 5. Procurement Procedure Schedule 6. Commitment Procedure (III) Schedule 7. Reimbursement Procedure Schedule 8. Transfer ProcedureLoan Agreement No. PH-P57, dated September 9, 1983, between THE OVERSEAS ECONOMIC COOPERATION FUND and THE GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES Taking into consideration the contents of the Exchange of Notes between the Government of Japan and the Government of the Republic of the Philippines dated July 18, 1983, concerning Japanese financial assistance to be extended to the Republic of the Philippines, THE OVERSEAS ECONOMIC COOPERATION FUND (hereinafter referred to as "the Fund") and THE GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES (hereinafter referred to as "the Borrower") herewith conclude the following Loan Agreement (hereinafter referred to as "the Loan Agreement", which includes all agreements supplemental hereto),

ARTICLE I

LOAN

1. Amount and Purpose of Loan The Fund agrees to lend the Borrower an amount not exceeding NINE BILLION NINE HUNDRED MILLION Japanese Yen (¥9,900,000,000.) as principal for the implementation of Extra High Voltage Transmission Line Project (Southern Luzon) Stage II described in Schedule 1 attached hereto (hereinafter referred to as "the Project") on the terms and, conditions set forth in the Loan Agreement and in accordance with the relevant laws and regulations of Japan (hereinafter referred to as "the Loan"), provided, however, that when the cumulative total of disbursements under the Loan Agreement reaches the said limit, the Fund shall make no further disbursement.

2. Use of Proceeds of Loan (1) The Borrower shall cause the proceeds of the Loan to be used for the purchase of eligible goods and services necessary for the implementation of the Project from suppliers, contractors or consultants (hereinafter collectively referred to as "the Suppliers") of the eligible source countries in accordance with the allocation described in Schedule 2 attached hereto.

(2) The final disbursement under the Loan Agreement shall be made not later than September 9, 1988 and no further disbursement shall be made by the Fund thereafter, unless otherwise agreed upon between the Fund and the Borrower.

ARTICLE II

REPAYMENT AND INTEREST

1. Repayment of Principal The Borrower shall repay the principal of the Loan to the Fund in accordance with the Amortization Schedule set forth in Schedule 3 attached hereto.

2. Interest and Method of Payment thereof(1) The Borrower shall pay interest to the Fund semi-annually at the rate of three percent (3%) per annum on the principal disbursed and outstanding.

(2) The Borrower shall pay to the Fund on September 2 0 of each year the interest that has accrued up to September 19 from March 20 of that year and on March 20 of each year the interest that has accrued up to March 19 of that year from September 20 of the preceding year, provided that, prior to the date of the final disbursement of the proceeds of the Loan, the Borrower shall pay to the Fund on October 20 of each year the interest that has accrued up to September 19 from March 20 of that year, and on April 20 of each year the interest that has accrued up to March 19 of that year from September 20 of the preceding year.

ARTICLE III

PARTICULAR COVENANTS

1. General Terms and Conditions Other terms and conditions generally applicable to the Loan Agreement shall be set forth in General Terms and Conditions attached hereto as Schedule 4 with the following supplemental stipulation (hereinafter referred to as "the General Terms and Conditions"):

Article VI of the General Terms and Conditions shall be disregarded, and,

consequently, all references to "the Guarantee" or "the Guarantor", wherever mentioned in the General Terms and Conditions, shall be likewise disregarded.

2. Procurement Procedure The guidelines for procurement mentioned in Section 3.01. of the General Terms and Conditions shall be as stipulated in Procurement Procedure attached hereto as Schedule 5.

3. Disbursement Procedure The disbursement procedure mentioned in Section 4.01. of the General Terms and Conditions shall be as follows:

(1) Commitment Procedure (III) attached hereto as Schedule 6 shall apply in cases of disbursements to the Suppliers of the eligible source countries other than the Republic of the Philippines.

(2) Reimbursement Procedure attached hereto as Schedule 7 and/or Transfer Procedure attached hereto as Schedule 8 shall apply in cases of disbursements to Philippine Suppliers.

4. Administration of Loan (1) The Borrower shall authorize National Power Corporation (hereinafter referred to as "the Executing Agency") to implement the Project.

(2) Should the funds available from the proceeds of the Loan be insufficient for the implementation of the Project, the Borrower shall make arrangements promptly to provide such funds as shall be needed.(3) The Borrower shall furnish the Fund with progress reports for the Project semi-annually in January and July of each year until the Project is completed.

(4) Promptly but in any event not later than six (6) months after completion of the Project, the Borrower shall furnish the Fund with a project completion report in such form and in such detail as the Fund may reasonably request.

(5) The Borrower may, out of the proceeds of the Loan, make a loan(s) to the Executing Agency (hereinafter referred to as "the Sub-loan") for the implementation of the Project. The terms and conditions of the Sub-loan shall be no less favorable than those of the Loan Agreement.

5. Exemption from Import Restriction As to the importation of the goods required for the implementation of the Project under the Loan, the goods to be procured out of the proceeds of the Loan shall be exempted from any import restriction by the Borrower in accordance with paragraph 3 of the Record of Discussions dated July 18, 1983, between the Government of Japan and the Borrower.

6. Notices and Requests The following addresses are specified for the purpose of Section 8.03. of the General Terms and Conditions: For the Fund Postal address: THE OVERSEAS ECONOMIC COOPERATION FUND. Takebashi Godo Building, 4-1, Ohtemachi 1-chome Chiyoda-ku, Tokyo 10 0, Japan Attention: Director, Loan Department I Cable address: COOPERATIONFUND Telex: Call Nos. J28430, J28790 Answer Back Code: COOPFUND For the Borrower Postal address: The Government of the Republic of the Philippines National Economic and Development Authority P.O. Box 1116, Manila, Philippines Attention: Director General Cable address: NEDAPHILIf the above addresses and/or names are changed, the party concerned shall immediately notify the other party hereto in writing of the new addresses and/or names.

IN WITNESS WHEREOF, the Fund and the Borrower, acting through their duly authorized representatives, have caused the Loan Agreement to be duly executed in their respective names and delivered at the office of THE OVERSEAS ECONOMIC COOPERATION FUND, Chiyoda-ku, Tokyo, Japan, as of the day and year first above written. For For THE OVERSEAS ECONOMIC THE GOVERNMENT OF THE REPUBLIC COOPERATION FUND OF THE PHILIPPINES

(Sgd.) TAKASHI HOSOMI (Sgd.) CARLOS J. VALDES President Ambassador Extraordinary and Plenipotentiary of the Republic of the Philippines to Japan SCHEDULE 1 DESCRIPTION OF PROJECT I The Project consists of the following parts:

(1) Location: Kalayaan to San Jose, Luzon Island (2) Executing Agency: National Power Corporation (3) Scope of the work:

(i) Construction of about 81kms long Kalayaan-San Jose 500KV design double circuit transmission line (ii) Expansion of 230KV substations in Kalayaan and San Jose (iii) Consulting Services The proceeds of the Loan are available for the foreign currency portion of items (i), (ii) and (iii). The foreign currency portion shall be determined by the Fund. Any balance remaining on the aforementioned items and all other items are to be financed by the Borrower. II Estimated annual fund requirements by currency are as shown below. Calendar Year Foreign Currency Local Local Currency Currency (in thousand Philippine (in million Japanese Yen) Pesos)1983 242 20,022 1984 3,644 101,465 1985 4,396 196,894 1986 1,618 - _____________________________________________________________ Total 9,900 318,381 Disbursement of the proceeds of the Loan shall be made within the limit of the Government's budgetary appropriations for the Fund. III The Project is expected to be completed by the end of 1985.

SCHEDULE 2 ALLOCATION OF PROCEEDS OF LOAN

I Category Estimated Amount (in million Japanese Yen) (A) Transmission Line 7,905 (B) Substations 403 (C) Consulting Services 726 (D) Contingencies 866 ________________ Total 9,900 II Reallocation upon change in cost estimates 1. If the estimated cost of items included in any of Categories (A) through (C) shall decrease, the amount then allocated to, and no longer required for, such Category will be reallocated by the Fund to Category (D).

2. If the estimated cost of items included in any of Categories (A) through (C) shall increase, the amount equal to the portion, if any, of such increase to be financed out of the proceeds of the Loan will be allocated by the Fund, at the request of the Borrower, to such Category from Category (D), subject, however, to the requirements for contingencies, as determined by the Fund, in respect of the cost of items in the other Categories.

SCHEDULE 3 AMORTIZATION SCHEDULE

No. of Instalment Due Date Amount (in Japanese Yen) 1. September 20, 1993 241,480,000.2. March 20, 1994 241,463,000.

3. September 20, 1994 241,463,000.

4. March 20, 1995 241,463,000.

5. September 20, 1995 241,463,000.

6. March 20, 1996 241,463,000.

7. September 20, 1996 241,463,000.

8. March 20, 1997 241,463,000.

9. September 20, 1997 241,463,000.

10. March 20, 1998 241,463,000.

11. September 20, 1998 241,463,000.

12. March 20, 1999 241,463,000.

13. September 20, 1999 241,463,000.

14. March 20, 2000 241,463,000.

15. September 20, 2000 241,463,000.

16. March 20, 2001 241,463,000.

17. September 20, 2001 241,463,000.

18. March 20, 2002 241,463,000.

19. September 20, 2002 241,463,000.

20. March 20, 2003 241,463,000.

21. September 20, 2003 241,463,000.

22. March 20, 2004 241,463,000.

23. September 20, 2004 241,463,000.

24. March 20, 2005 241,463,000.

25. September 20, 2005 241,463,000.

26. March 20, 2006 241,463,000.

27. September 20, 2006 241,463,000.

28. March 20, 2007 241,463,000.

29. September 20, 2007 241,463,000.

30. March 20, 2008 241,463,000.

31. September 20, 2008 241,463,000.

32. March 20, 2009 241,463,000.

33. September 20, 2009 241,463,000.

34. March 20, 2010 241,463,000.

35. September 20, 2010 241,463,000.

36. March 20, 2011 241,463,000.

37. September 20, 2011 241,463,000.

38. March 20, 2012 241,463,000.

39. September 20, 2012 241,463,000.

40. March 20, 2013 241,463,000.

41. September 20, 2013 241,463,000. ________________________________________________________________ Total 9,900,000,000 THE OVERSEAS ECONOMIC COOPERATIONFUNDTAKEBASHI GODO BUILDING 4-1, OHTEMACHI 1-CHOME, CHIYODA-KU, TOKYO 100 CABLE ADDRESS: "COOPERATIONFUND" TOKYO JAPAN TELEX: CALL NO: J2879O. J28360. J28430 A.A.B. COOPFUND TOKYO Side Letter Date: September 9, 1983 Ref. NO.: PH-P57 H.E. Carlos J. Valdes Ambassador Extraordinary and Plenipotentiary of the Republic of the Philippines to Japan Reference: Extra High Voltage Transmission Line Project (Southern Luzon) Stage II under Excellency: With reference to Loan Agreement No, PH-P57, dated September 9, 1983, between THE OVERSEAS ECONOMIC COOPERATION FUND (hereinafter referred to as "the Fund") and THE GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES (hereinafter referred to as "the Borrower"), I have the pleasure to confirm the following agreement between the Fund and the Borrower.

1. PROCUREMENT A maximum of twenty-five percent (25%) of the total conductor (in terms of length) required for the Project may be locally fabricated. The local fabrication cost shall be local currency portion. If local fabrication of conductor required for the Project is adopted, the Borrower shall cause the National Power Corporation (hereinafter referred to as "NPC") to guarantee the following:

(i) The local fabricator, Phelps Dodge Philippines Inc. (hereinafter referred to as "PDP"), satisfies the product quality, production capability and delivery control requirements of the Project.

(ii) PDP shall not subcontract to any other local manufacturers any portion of the contract awarded to them.

(iii) PDP shall supply conductor to each Bidder on the same or equal conditions.

(iv) Any Bidder may employ experts for quality control of local fabrication of conductor.

2. IMPLEMENTATIONSince the implementation schedule is tight, the Borrower shall cause NPC to take all necessary measures to expedite implementation.

3. RELATED PROJECTS The Borrower shall cause NPC to complete the related projects, such as Tongonan 4- 11 and the related transmission lines (Tongonan-Naga, Manito-Legaspi), within a reasonable period after the commissioning date of the Project. Please confirm your consent to the foregoing by signing both copies of this letter, retaining one and returning the other to us. Very truly yours, THE OVERSEAS ECONOMIC COOPERATION FUND ____________________

(Sgd.) TAKASHI HOSOMI President Confirmed: On the 9th day of September, 1983 THE GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES ____________________________

(Sgd.) CARLOS J. VALDES Ambassador Extraordinary and Plenipotentiary of the Republic of the Philippines to Japan