Treaty (9 September 1983)

September 09, 1983

LOAN AGREEMENT FOR POWER PLANT BARGE PROJECT 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. 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 (I) Loan Agreement No. PH-P65, 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 datedJuly 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 SIX HUNDRED MILLION Japanese Yen (¥9,600,000,000.) as principal for the implementation of Power Plant Barge Project 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 Japanese goods and services necessary for the implementation of the Project from Japanese suppliers and contractors (hereinafter collectively referred to as "the Suppliers") 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 four percent (4%) per annum on the principal disbursed and outstanding.

(2) The Borrower shall pay to the Fund on September 20 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 September20 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 made in accordance with Commitment Procedure (I) attached hereto as Schedule 6.

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 to the Executing Agency (hereinafter referred to as "the Sub-loan") for theimplementation of the Project. The terms and conditions of the Sub-loan shall be no less favorable than those of the Loan Agreement.

5. 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 100, 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: NEDAPHIL If 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 COOPERATION FUND REPUBLIC OF THE PHILIPPINES

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

(1) Executing Agency: National Power Corporation (3) Scope of the work:

(i) Manufacture, supply and installation of two (2) units of power barges with capacity of 32 MW each (ii) Construction of mooring facilities at Iloilo and Zamboanga (iii) Supply and installation of transmission line facilities at Iloilo and Zamboanga The proceeds of the Loan are available for the foreign currency portion of items (i) through (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) 1984 5,760 9,946 1985 3,840 6,631 ______________________________________________________________ Total 9,600 16,577 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 August, 1985.

SCHEDULE 2 ALLOCATION OF PROCEEDS OF LOAN

I Category Estimated Amount (in million Japanese Yen)(A) Power barges including mooring 9,061 facilities and transmission line facilities (B) Contingencies 539 ________________ Total 9,600 II Reallocation upon change in cost estimates If the estimated cost of items included in Categories(A) 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 Category (A) from Category (B).

SCHEDULE 3 AMORTIZATION SCHEDULE

No. of Instalment Due Date Amount ( in Japanese Yen) 1. September 20, 1993 234,160,000.

2. March 20, 1994 234,146,000.

3. September 20, 1994 234,146,000.

4. March 20, 1995 234,146,000.

5. September 20, 1995 234,146,000.

6. March 20, 1996 234,146,000.

7. September 20, 1996 234,146,000.

8. March 20, 1997 234,146,000.

9. September 20, 1997 234,146,000.

10. March 20, 1998 234,146,000.

11. September 20, 1998 234,146,000.

12. March 20, 1999 234,146,000.

13. September 20, 1999 234,146,000.

14. March 20, 2000 234,146,000.

15. September 20, 2000 234,146,000.

16. March 20, 2001 234,146,000.

17. September 20, 2001 234,146,000.

18. March 20, 2002 234,146,000.

19. September 20, 2002 234,146,000.

20. March 20, 2003 234,146,000.

21. September 20, 2003 234,146,000.

22. March 20, 2004 234,146,000.

23. September 20, 2004 234,146,000.

24. March 20, 2005 234,146,000.25. September 20, 2005 234,146,000.

26. March 20, 2006 234,146,000.

27. September 20, 2006 234,146,000.

28. March 20, 2007 234,146,000.

29. September 20, 2007 234,146,000.

30. March 20, 2008 234,146,000.

31. September 20, 2008 234,146,000.

32. March 20, 2009 234,146,000.

33. September 20, 2009 234,146,000.

34. March 20, 2010 234,146,000.

35. September 20, 2010 234,146,000.

36. March 20, 2011 234,146,000.

37. September 20, 2011 234,146,000.

38. March 20, 2012 234,146,000.

39. September 20, 2012 234,146,000.

40. March 20, 2013 234,146,000.

41. September 20, 2013 234,146,000. ___________________________________________________________ Total 9,600,000,000