rl CONFORMED COPY LOAN NUMBER 1984 PH Memorandum of Agreement (Philippines - Industrial Finance Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and LLOYDS BANK INTERNATIONAL LIMITED Dated August 7, 1981 LOAN NUMBER 1984 PH MEMORANDUM OF AGREEMENT Agreement dated August 7, 1981, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "World Bank") and LLYODS BANK INTERNATIONAL LIMITED in its capacity as agent for itself and the Private Banks as defined below (the "Agent"). WHEREAS (A) the World Bank has agreed to lend to the Central Bank of the Philippines (the "Borrower") an amount in various currencies equivalent to US$150,000,000 ( the "World Bank Loan"), on the terms and conditions set forth in the Loan Agreement dated May 28, 1981 (the "World Bank Loan Agreement") to assist in the financing of specific development projects through loans to and investments in industrial enterprises in the Republic of the Phili,pines (the "Project"). (B) Certain private banks including the Agent (the "Private Banks") have agreed to lend to the Borrower US$100,000,000 (the "Private Banks Loan"), for the Project, on the terms and condi- tions set forth in the Loan Agreement dated August 7, 1981 (the "Private Banks Loan Agreement"). (C) The Agent has agreed to act as agent for the Private Banks under the Private Banks Loan Agreement. (D) The World Bank and the Agent, acting on its own behalf and on behalf of the Private Banks, have exchanged information on the Borrower, the Project and the country in which the Project is located, and other matters of common interest, and have deemed it convenient to make arrangements, with the consent of the Borrower, for the continued exchange of such information and for the other matters hereinafter set out. IT IS AGREED as follows: 1. Interpretation In this Agreement, except to the extent that the context requires otherwise, terms defined in the World Bank Loan Agreement and the Private Banks Loan Agreement shall have the meanings therein given to them. 2. Information The World Bank and the Agent shall as soon as practicable make available to each other all information received from the Borrower that may be of common interest with respect to the - 2 - service, or the accomplishment of the purpose, of their respec- tive loans, except information received by the World Bank or the Agent or any Private Bank which the recipient, in its sole judg- ment, considers to be of a confidential nature. 3. Consultation The World Bank and the Agent, on its own behalf and on behalf of the Private Banks, shall (a) to the extent practicable, afford each other a reasonable opportunity to exchange views before taking any action which may lead to (i) the suspension, can- cellation, or acceleration of their respective loans, or (ii) a substantial amendment of the Project, and (b) at the request of either party, exchange views on any substantial and adverse change in the financial condition of the Borrower or in the progress or cost of the Project; provided, however, that this shall in no way limit or impair the independent right of decision and action of the World Bank or of the Agent and the Private Banks under the World Bank Loan Agreement or the Private Banks Loan Agreement, respectively. 4. Service Payments of the Private Banks Loan (a) Notice: The Agent shall (whenever practicable), not more than 90 days nor less than 60 days before each Interest Payment Date, give notice to the World Bank of: (i) the date of such Interest Payment Date; (ii) the amount of interest to be due and payable under the Private Banks Loan Agreement on such Interest Payment Date; and (iii) the principal amount, if any, of the Private Banks Loan to be due and payable on such Interest Payment Date. (b) Billing: The World Bank shall, on behalf of the Agent and on the basis of the information received not later than 60 days before the relevant Interest Payment Date from the Agent pursuant to the preceding paragraph or, in the case of information received later than such time, on the basis of reasonable endeavours only, bill the Borrower for payment to the account referred to -3- in paragraph (c) below of the amounts of principal and interest to be paid by the Borrower under the Private Banks Loan Agreement, with the same advance notice and using substantially the same procedures as it applies to similar billings for the World Bank's own loans, but in any event within 30 days of its receipt of such notice, and shall promptly send a copy of such bills to the Agent. In the event of the World Bank not being able to so bill the Borrower not less than 15 days prior to an Interest Payment Date for whatever reason it shall so notify the Agent. (c) Payments: All amounts received by the Agent on account of payment of principal and interest for which the World Bank will have billed the Borrower pursuant to the preceding paragraphs shall be credited to the Agent's account number 130-408-9 at Lloyds Bank International Limited, 95 Wall Street, New York, N.Y. 10005, attention of Loans Department under reference "CBP-LBI-World Bank co-financing". (d) Late Payment: If any such payment from the Borrower is not received on time, the Agent shall give written notice thereof to the World Bank, and the World Bank shall, on behalf of the Agent and the Private Banks, promptly request the Borrower, by cable or telex (with a copy to the Agent), that such payment be made. (e) Responsibility for Billing: The World Bank shall not have any responsibility with respect to billing or payment of amounts owed by the Borrower, to the Agent or Private Banks other than as specified above. (f) Failure by Agent: If the Agent for any reason shall fail or be unable to give such notice to the World Bank, then the Agent or the Private Banks may give their own notifications to the Borrower and proceed pursuant to the Private Banks Loan Agreement in any manner that they think fit. 5. Responsibility Generally (a) Neither the World Bank, the Agent nor any of the Private Banks has relied on or will rely on any other or others of them to inquire into or verify the accuracy of any information provided by the Borrower or to review or evaluate the condition of the Borrower, the Project or the country where the Project is located. (b) Each of the World Bank, the Agent and the Private Banks has and will take, or refrain from taking, any decision or act under or in relation to the World Bank Loan Agreement or the Private Banks Loan Agreement, as the case may be, on the basis only of its own independent judgment, without reliance on the information provided by, or expected from or the views expressed by, any other or others of them. 6. Assignment The rights or obligations of the World Bank or the Agent under this Agreement shall not be assigned or otherwise trans- ferred to any third party (including a substitute agent of the Private Banks under the Private Banks Loan Agreement) without the written consent of the other party. 7. Notices Any notice or request given or made pursuant to this Agree- ment shall be deemed to have been duly given or made when it shall be delivered to the following addresses: For the World Bank: For the Agent: International Bank for Llyods Bank International Reconstruction and Limited Development G.P.O. Box 10126 1818 H Street, N.W. 2901 Admiralty Centre, Washington, D.C. Tower 1, Hong Kong Cable Address: Cable Address: INTBAFRAD LOYBANINT Washington, D.C. Hong Kong -5- Telex: Telex: 440098 (ITT) 63504 or 248423 (RCA) or 75267 LOYBK HX 64145 (WUI) Attn.: Loans Administration Deparment Agency This Agreement will come into force and effect upon signature by the World Bank and the Agent and acceptance by the Borrower. INTERNATIONAL BANK FOR LLOYDS BANK RECONSTRUCTION AND DEVELOPMENT INTERNATIONAL LIMITED By /s/ Edward V. K. Jaycox By /s/ Thomas W. Scott Kevin J. Wallace ACCEPTED: CENTRAL BANK OF THE PHILIPPINES By /s/ Jaime C. Laya