CREDIT LINE AGREEMENT

This Credit Line Agreement is made and executed by and between:

The Company X, represented by its Executive Vice President XXX, referred

to as the "Lender";

- and -

____________________________________, a corporation duly

organized and existing under Philippine laws, with principal office address at
______________________________________,

____________________________________, Filipino/s, of legal age, with

residence address at __________________________________________,

referred to as the "Borrower".

W I T N E S S E T H: THAT-

WHEREAS, the Lender has approved in favor of the Borrower a credit facility in
the amount not exceeding Pesos: __________________ (Php_____________________),
upon the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the Parties hereto hereby agree, as follows:

ARTICLE I. Definitions; References, Headings

Section 1.01. Definitions

As used herein, the following terms shall have the following meanings
(terms used in the singular to have a correlative meaning when used in the plural and vice
versa and terms denoting persons to include a natural person or juridical entity):

(a) "Adjustment Date" shall mean the date referred to in Section 2.10 (b) of
the Credit Line Agreement.

(b) "Adjusted Interest Rate" shall mean the rate of interest referred to in
Section 2.10 (b) of the Credit Line Agreement.

(c) "Affiliated Borrower" shall mean a corporation fifty percent (50%) or less
but more than ten percent (10%) of the outstanding voting stock of which is directly or
indirectly owned, but under the Control, as hereinafter defined, of its parent corporation.

(d) "Affiliated Borrower's Indebtedness" shall mean any obligation then

outstanding of Affiliated Borrower for the payment or repayment of money owed to the
Lender or any other creditor.

(e) "Agreement" shall mean this Credit Line Agreement, as applicable, as the
same may be amended or supplemented from time to time.
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(f) "Availment" or “Borrowing” shall mean each availment by the Borrower
of the part or of the full amount of the Line under the terms of this Agreement.

(g) "Banking Day" shall mean a day in a week on which banks are not
required or authorized by law to close for business in Metro Manila, Philippines and/or in
such other places as may be stipulated in the Agreement.

(h) "Control" exists when the parent corporation owns directly or indirectly
through Subsidiaries, as hereinafter defined, more than one-half (1/2) of the outstanding
voting stock of an enterprise. When the parent corporation owns one-half or less of the
voting power of an enterprise, Control may exist when there is:

(i) Power over more than fifty percent (50%) of the voting rights by virtue of
an agreement with the other stockholders;

(ii) Power to govern the financial and operating policies of the entity under a
statute of an agreement;

(iii) Power to appoint or remove the majority of the members of the board of
directors or equivalent governing body;

(iv) Power to cast the majority votes at meetings of the board of directors or
equivalent governing body; or

(v) Any other arrangement similar to any of the above.

(i) "Credit Obligation" shall mean: (i) the aggregate principal amount of the
Availments made by the Borrower hereunder, (ii) all interests due on the Availments,
including Capitalized Interests and Other Charges ("CIOC"), (iii) penalty charges, (iv) all
fees, costs and other expenses payable by the Borrower under the terms of this
Agreement, and (v) all other obligations and liabilities of the Borrower to the Lender now
existing or hereafter incurred arising out of or in connection with the availment by the
Borrower of the Line.

(j) "Event of Default" shall mean any of the events specified in Article IX of
this Agreement.

(k) "Interest Payment Date" shall mean the end of the Interest Period.

(l) "Interest Period" shall mean the period commencing on the date of the
initial Availment and having a duration of _________________________(_____) days,
and each period thereafter commencing upon the expiry of the immediately preceding
Interest Period and having a duration of ninety (90) days, provided, that (a) the first
Interest Period with respect to an Availment subsequent to the initial Availment shall
commence on the date of such subsequent Availment and shall end on the last day of the
then current Interest Period as established above, and (b) if any Interest Period would
otherwise end on a day which is not a Banking Day, that Interest Period shall be extended
to the next succeeding day which is a Banking Day, unless the result of such extension
would be to carry such Interest Period over into another calendar month, in which event
such Interest Period shall end on the immediately preceding Banking Day.

(m) “IGLF” means Industry Guarantee and Loan Fund

(n) "Lien" shall mean any lien, pledge, mortgage, charge, encumbrance, title
retention or other security arrangement on or with respect to any asset or revenue of the
Borrower, or that of a third party, assigned to the Lender as security for the Loan.
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(o) "Line" shall mean the principal amount not exceeding PESOS:
_______________________ (P_______________), which the Lender has agreed to
make available to the Borrower under this Agreement.

(p) "Note" shall mean the Promissory Note/s of the Borrower evidencing the
Availment under the Agreement.

(q) "PFRS" means the Philippine Financial Reporting Standards in effect in the
country on the date applied.

(r) “Security Document” shall have the ascribed to it in Article IV.

(s) "Subsidiary" is a corporation or firm more than fifty percent (50%) of the
outstanding voting stock of which is directly or indirectly owned, Controlled, or held with
power to vote by its parent corporation.

(t) "Taxes" shall mean any present or future taxes, levies, imposts, stamps,
duties, and other fees or charges imposed by the Republic of the Philippines or any
political subdivision or taxing authority thereof, excluding taxes on the overall income of
the Lender.

Section 1.02. Interpretation

(a) Except as the context otherwise requires, references in this Agreement to

Article, Section, or Schedule are to Article, Section, or Schedule to this Agreement. All
terms of accounting used herein shall be construed in accordance with generally accepted
accounting principles in effect in the Republic of the Philippines on the date applied.

(b) All terms of accounting used herein shall be construed in accordance with
the PFRS.

(c) If the term "Borrower" carries the collective reference to two or more
persons, the obligations of the Borrower stipulated in this Agreement, and/or the related
document or agreement, shall be deemed to be the joint and several obligations of such
persons, and the representations and covenants of the Borrower set forth herein and
therein shall be deemed to be the representations and covenants of each of such persons.

(d) The headings in this Agreement are inserted for convenience only and shall be
ignored in construing this Agreement. Unless the context otherwise requires, words
denoting the singular number shall include the plural and vice versa, and words denoting
persons shall include corporations, partnerships, business organizations and any
government or any agency or political subdivision thereof. References to Sections are to
be constructed as references to the sections of this Agreement.

(e) Unless the context otherwise requires, words denoting persons shall include
corporations, partnerships, business organizations and any government or any agency or
political subdivision thereof. References to Sections are to be constructed as references to
the sections of this Agreement.

ARTICLE II. The Line

Section 2.01. The Facility

The Lender hereby agrees to extend in favor of the Borrower the Line which shall
be made available as follows:

Insert Facility
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Amount : ____________________________.
Sub-limit : ____________________________.

Tenor : ____________________________.

Interest : ____________________________.

Section 2.02. Availment

(a) The Lender agrees, upon the terms and subject to the conditions hereinafter
set forth, to extend the Availment to the Borrower in the aggregate principal amount up
to, but not in excess of, the Line.

(b) The Availment shall be denominated in Philippine Pesos, and Philippine

Pesos shall be the currency of account, disbursement, and any payment to be made by
the Borrower under this Agreement.

Section 2.03. Procedure for Borrowing

(a) The Borrower shall deliver a Notice of Availment, substantially in the form of
Exhibit “A” at least five (5) Banking Days prior to the date of any proposed Availment
hereunder. Such Notice of Availment, once delivered to the Lender, shall be irrevocable
and shall commit the Borrower to avail of the amount stated therein on the proposed date
of Availment.

(b) Subject to the fulfillment of all applicable conditions set forth in this
Agreement, the Lender shall make available the amount of the Availment not later than
11:00 a.m. on the proposed date of Availment specified in the Notice of Borrowing.

Section 2.04. Use of Line Proceeds

The Borrower agrees that the proceeds of the Line will be used
________________________________________________________.

Section 2.05. Note

Each Availment by the Lender shall be evidenced by a Note, substantially in the

form of Exhibit “C”, dated the date on which such Availment is made and payable to the
order of the Lender in the amount of such Availment.

Section 2.06. Availability of Funds

Availment of the Line shall be subject to (i) availability of funds; (ii) the due
execution and delivery of the Note and the fulfillment of all applicable conditions in this
Agreement; and (iii) the existing credit policies of the Lender.

Section 2.07. Expiry

The Line shall expire at the close of business hours in Makati City, Philippines, on
the _______________________________.

Section 2.08. Right to Terminate and Cancel the Line

Notwithstanding anything in this Agreement to the contrary, the Lender shall have
the absolute right to terminate and cancel the Line subject to a prior ____________ (__)
written notice to the Borrower.
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Section 2.09. Repayment

The Borrower shall repay the Availment together with the interest thereon upon
maturity date of the relevant Note at the relevant rates and payable at times in
accordance with the terms set forth hereof.

Section 2.10. Interest

(a) The Borrower shall pay interest on the Availment outstanding from time to
time on the Interest Payment Date for that Interest Period at the rate specified in
paragraph (b) of this Section 2.10. Interest shall accrue from and including the first day of
an Interest Period up to and excluding the last day for such Interest Period.

(b) The interest rate shall be floating, based on prevailing market rate, payable
__________________, subject to adjustment by the Lender at such rate as it may
determine (the “Adjusted Interest Rate”) every quarter after the date of Availment (the
“Adjustment Date”) until maturity of the Note, such Adjusted Interest Rate to be payable
on or before the Interest Payment Date. Each Adjusted Interest Rate shall be promptly
communicated in writing by the Lender to the Borrower and shall become effective as of
each Interest Period. If the interest adjustment is not acceptable to the borrower, the
Borrower shall notify in writing the Lender of such fact and shall prepay the entire sum of
principal and interest due, without penalty, at the rate existing as of the last Interest
Period and to be paid on Interest Payment date. If the Borrower fails or refuses to notify
the Lender and to prepay, the adjusted interest shall be considered deemed accepted by
the Borrower.

(c) In the event that (i) the current benchmarks are replaced by other
mark-to-market benchmark that the members of the Bankers Association of the
Philippines shall utilize, or (ii) on the interest rate setting date, due to generally
prevailing market conditions, the benchmark to be applied to the loan during
such interest period does not accurately reflect the cost of maintaining the
amount advanced for such interest period, the Lender shall give the Borrower
prompt notice thereof. During the seven (7) days succeeding the giving of such
notice, the Lender and the Borrower shall negotiate in good faith and agree on
the adoption of an alternative mark-to-market benchmark for the relevant
interest period, failing which, the Borrower shall have the right to prepay the
loan and interest (computed in accordance with the interest rate applicable
during the immediately preceding interest period) accruing thereon as of the
date of prepayment, without any prepayment penalty, within a period to be
agreed upon by the Lender and the Borrower over which such period shall not be
later than thirty (30) days from the date of notice.

Upon determination by any of the Parties that the Interest Rate is no

longer reflective of the market, a new interest rate shall be determined subject
to the agreement of both the Parties. Nevertheless, such pricing will only take
effect on the immediately succeeding Interest Payment Date unless otherwise
allowed by the Parties.

(d) The Borrower hereby authorizes the Lender to record on the grid at the
back of the Note the Adjustment date and the Adjusted Interest Rate relevant thereto and
such entries shall constitute conclusive evidence, in the absence of manifest error, of the
existence of the obligations of the Borrower under the Note, but failure to record any
adjustment shall not affect the obligation of the Borrower to pay the Lender.
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(e) All payments of interest pursuant to this Section shall be computed on the
basis of a year of 360 days for the actual number of days elapsed (including the first day
but excluding the last day) accruing in the period for which payable.

(f) Gross Receipts Tax (GRT) or any applicable tax shall be for the account of
the Borrower.

Section 2.11. Payment

(a) All payments to be made by the Borrower hereunder or under the Note shall
be made in immediately available funds at the office of the Lender, not later than 11:00
a.m., Philippine time, or at such other time as the Borrower may be notified in writing by
the Lender, on the relevant date when they are due (each such payment made after such
time on such due date to be deemed to have been made on the next succeeding Banking
Day).

(b) Any payment made to the Lender hereunder or under the Note shall be
applied in accordance with the following order: (i) against costs, expenses and indemnities
due hereunder; (ii) against default charge on advances; (iii) against advances; (iv)
against default charge on past due interest and/or past due principal; (v) against past due
interest; (vi) against past due principal; (vii) against current interest; and (viii) against
current principal.

(c) Notwithstanding anything in this Agreement to the contrary, the Lender

may apply any payment received from the Borrower or for its account to the payment of
any or all existing accounts of the Borrower in the order of priority that the Lender may
prescribe from time to time.

ARTICLE III. Funding and Yield Protection

Section 3.01. Taxes

(a) All payments due to the Lender under the Note, whether of principal
or of interest, as well as advances, penalties, costs, fees or otherwise, shall be made
without set-off or counterclaim, free and clear of and without deduction for or on account
of any Taxes, all of which shall be for the account of the Borrower and paid by it directly
to the relevant taxing or other authority when due. If the Borrower, at any time during
the term of the Agreement, shall be required by law to make any deduction or withholding
in respect of Taxes from any payment hereunder, the sum payable shall be increased as
will result in the receipt by the Lender, after such deduction or withholding, of the amount
that would have been received by it if such deduction or withholding had not been
required.

(b) In the event that the Lender shall be required to pay Taxes on or
with regard to the execution, formalization or perfection of any documentation
contemplated hereunder or delivered pursuant hereto, the Borrower shall, upon demand,
reimburse the Lender for such Taxes paid.

Section 3.02 Change in Circumstances

(a) In the event that there shall occur at any time during the term of the
Agreement any change in applicable law, rule or regulation or in the interpretation or
administration thereof, which shall (i) increase the rate of gross receipts tax or substitute,
related, or similar tax applicable to any payment made by the Borrower hereunder, or (ii)
increase the cost of maintaining any reserve or special deposit against the Line, or (iii)
increase any other cost of complying with any law, regulation or condition with respect to
the Line, and the result of any of the foregoing, as determined by the Lender, is to
 7
increase the cost to the Lender of making or maintaining the Line, or to reduce the
amount of any payment (whether of principal, interest or otherwise) receivable by the
Lender hereunder, then the Borrower shall pay or reimburse to the Lender such amounts
as will compensate it for such additional cost or reduction of payment.

(b) If the Borrower shall be required to pay or reimburse the Lender pursuant
to Section 3.02(a), the Borrower shall be free at any time within thirty (30) days from the
effectiveness of the law, regulation or circumstance giving rise to the requirement of such
payment or reimbursement, to prepay the credit line in full, without premium or penalty,
together with interest thereon to the date of prepayment.

(c) In the event it shall become unlawful for the Lender to honor its
commitment or to maintain the credit line pursuant to this Agreement, then the Line shall
be cancelled and the Borrower shall forthwith prepay in full all Availments under the
credit line, without premium or penalty, but with interest accrued thereon to the date of
prepayment. Upon the occurrence of any such event, the Lender shall promptly notify the
Borrower thereof as to such illegality.

(d) In case the Single Borrower's Limit (SBL) set by the Bangko Sentral ng
Pilipinas (BSP) is exceeded at any time during the term of the loan/line, the Lender shall
have the right either to withhold the unreleased balances of the Borrower's loan or
demand the prepayment of any portion thereof in order to bring the Borrower's
outstanding balance within the SBL.

Section 3.03. Cost and Losses

Notwithstanding anything in this Article III to the contrary, the Borrower shall
indemnify the Lender against any cost or loss (including, but without limitation, any loss
arising from the re- employment of funds at rates lower than the cost to the Lender of
such funds) resulting from (i) the credit line not being availed of due to the failure of the
Borrower to satisfy the applicable conditions on the proposed date of Borrowing, or (ii)
the default by the Borrower in the payment of the principal amount of the credit line or
any part thereof or interest accrued thereon after the occurrence of an Event of Default,
or (iii) any prepayment of the credit line on a date other than an Interest Payment Date
(as the term is defined in the Agreement).

ARTICLE IV. Security

Section 4.01. The obligation of Borrower to pay its Credit Obligations under this
Agreement shall be secured by the following (hereinafter collectively referred to as the
“Security Document”):

[ Insert Collateral Details]

Section 4.02. Should any of the collaterals described in and covered by the
Security Document be damaged by fire or other calamities, all insurance indemnity
proceeds shall be applied to the Borrower's account without prejudice to the requirement,
at the Lender's determination, for additional collateral/s to bring the Lender's security
position to an acceptable level. In case the insurance indemnity proceeds are not sufficient
to cover the outstanding obligation under the Agreement or the Note, the balance may be
considered for restructuring. If the Borrower shall secure an additional loan to rebuild the
damaged project, such loan shall not be covered by a new mortgage provided the amount
of said loan is not more than the insurance indemnity proceeds paid to the Lender.

ARTICLE V. Representation and Warranties

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Section 5.01. Representations and Warranties

The Borrower represents and warrants to the Lender, as follows:

(a) Incorporation and Qualification - The Borrower is registered and validly

existing under the laws of the Republic of the Philippines, and has its principal office at
________________________________, or qualified to do business in every jurisdiction
where such registration or qualification is necessary.

(b) Power and Authority - The Borrower has full legal right, power and authority
to carry on its present business; to own its properties and assets; to incur the obligations
provided for in the Agreement, the Note, the Security Document, and other documents
and agreements executed in connection therewith; to execute and deliver the Agreement,
the Note, the Security Document, and such other related documents and agreements and
to perform and observe the terms and conditions thereof.

(c) Authorization - All appropriate and necessary corporate and legal actions
have been taken by the Borrower to authorize the execution, delivery and performance of
the Agreement, the Note, the Security Document, and other related documents or
agreements.

(d) Validity and Enforceability - This Agreement constitutes, and the Note, the
Security Document, and other related documents or agreements, when executed and
delivered pursuant thereto, will constitute the legal, valid and binding obligations of the
Borrower, enforceable in accordance with their respective terms. There is no provision in
its Articles of Incorporation and By-Laws or any constitutive document or any indenture or
agreement to which it is a party or by which it or any of its property is bound, nor is there
any statute, rule or regulation, or any judgment, decree or order of any court or agency
applicable to it which would be contravened by the execution and delivery of the
Agreement, the Note, the Security Document, or other related documents or agreements
or by the performance of any provision, condition, covenant or other term thereof.

(e) Approvals - The Borrower has obtained all governmental consents, licenses,
approvals and authorizations and has effected all declarations, filings and registrations
necessary for the due execution and delivery of the Agreement and the Note and the
Borrower’s compliance with applicable laws, regulations, orders and ordinances. All such
consents, licenses, approvals and authorizations, and all declarations, filings and registra-
tions so obtained are in full force and effect prior to the date of the initial Availment.

(f) Purpose. - The Borrower shall ensure that the proceeds of the Loan will be
used exclusively for the purpose for which it was granted.

(g) Legal Proceedings - There is no litigation, tax claim, proceeding or dispute

pending or, to the knowledge of the Borrower, threatened against or affecting the
Borrower or its properties or any unresolved action for violation of any labor or
environmental laws, regulations, orders and ordinances, the adverse determination of
which might materially adversely affect its financial condition or operations or impair its
ability to perform its obligations under the Agreement, the Note, the Security Document,
and other documents or agreements required hereunder.

(h) Event of Default - No event has occurred and is continuing which constitutes
an Event of Default, or which, upon a lapse of time or giving of notice or both, would
become an Event of Default under this Agreement.

(i) Financial Statements - The audited financial statements of the Borrower as

of _________________________ and all other information and other data furnished by it
to the Lender are complete and correct, and such financial statements have been
prepared by an auditor accredited by the Bangko Sentral ng Pilipinas or the Securities and
 9
Exchange Commission in accordance with the Philippine Financial Reporting Standards
(PFRS) and accurately and fairly represent its financial condition and results of operations
on the dates thereof and for the periods then ended. Since such date, there has been no
change in its financial condition or results of operations sufficient to impair its ability to
perform its obligations under the Agreement in accordance with the terms thereof. The
Borrower has no contingent obligations, liabilities for Taxes, or other outstanding financial
obligations which are material in the aggregate. The Borrower has paid the correct
national and local taxes per the audited financial statements submitted to the Bureau of
Internal Revenue. The Borrower does not maintain two (2) sets of books of accounts.

(j) Preference of Payments - The Credit Obligations of the Borrower under this
Agreement will, at all times, with respect to said collaterals, rank first in priority of
payment against all other obligations of the Borrower. The credit line and the Note, to the
extent of the insufficiency or lack of collaterals, will at all times be a direct and
unconditional obligations of the Borrower and will at all times rank at least pari-passu in
right of payment with all other indebtedness of the Borrower with any person.

(k) Further Assurances - The Borrower is not subject to any restrictions under
the current environmental, occupational safety and health laws and regulations which
might affect its business and the ownership, occupancy or transferability of any of its
assets.

Section 5.02 Survival of Representations and Warranties

Each of the foregoing representations and warranties shall be deemed repeated on

the date of each Availment and on the first day of each Interest Period (as the term is
defined in the Agreement) as fully as if made on each such date with respect to the
circumstances of the Borrower existing at such time.

ARTICLE VI. Covenants

Section 6.01. Affirmative Covenants

Until termination of the Commitment (as such term is defined in the Agreement)
and payment in full of the Credit Obligation and all other amounts due under the
Agreement, the Borrower covenants and agrees that, unless the Lender shall otherwise
consent in writing:

(a) Maintenance and Continuity of Business - It will maintain and preserve its
rights, privileges and franchises; conduct its business in an orderly, efficient and
customary manner; keep all its property in good working order and condition, particularly
the collaterals and its environmental facilities and allow the Lender access thereto in order
to examine the same during reasonable hours, and from time to time make all needful
and proper repairs, renewals, replacements and improvements thereto and thereof so that
the business carried on in connection therewith may be properly and advantageously
conducted at all times and without risk to the environment; it shall maintain insurance on
all its properties and assets to such extent and against such operational and other risks
and liabilities as are customary for businesses of a like or similar nature and promptly
submit to the Lender proof of payment of insurance premiums.

(b) Books of Accounts and Records - It will maintain adequate books, accounts
and records and prepare all financial statements required hereunder in accordance with
PFRS consistently applied, and in compliance with the regulations of any governmental
regulatory body having jurisdiction thereof; permit employees or agents of the Lender at
any reasonable time to inspect the Borrower's books, accounts and records pertinent to
the Agreement, and make copies and memoranda thereof; and make available such
documents relating to the conduct of its business as the Lender may from time to time
reasonably request in writing.
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(c) Compliance With Law and Standards - It will at all times comply, or cause to
be complied, with applicable laws, statutes, rules, regulations, orders and directives of any
government authority having jurisdiction over the Borrower or its businesses; it shall
comply with all fire and safety standards.

(d) Indebtedness and Contractual and Other Obligations - It will pay all of its
indebtedness and perform all contractual obligations promptly and in accordance with
their terms, and duly pay and discharge all Taxes, assessments and governmental charges
of whatsoever nature and by whomsoever levied upon it or against its properties prior to
the date on which penalties attach thereto, unless and to the extent only that the same
shall be contested in good faith and by appropriate proceedings.

(e) Financial Statements - It will deliver to the Lender, as soon as available, but
not later than one hundred twenty (120) days after the end of each of its fiscal years, its
financial statements, for the year then ended, audited and certified by independent
accountants duly accredited with the Bangko Sentral ng Pilipinas or the Securities and
Exchange Commission, without material exception and qualification, accompanied by a
certificate of non-default stating that no event has occurred and is continuing which con-
stitutes or which, with the giving of notice or lapse of time or both, would constitute an
Event of Default.

(f) Quarterly Statements - It will deliver to the Lender, as soon as available,

but not later than forty five (45) days after the end of each of the first three quarters of
its fiscal year, its unaudited financial statements which shall be certified to be true and
correct by its principal financial officer, and accompanied by a certificate of non-default.

Where the Borrower is an individual, in addition to the above requirements and in

paragraph (e) hereof, he/she shall submit a copy of his/her shall submit a copy of his/her
income tax return (ITR) (BIR Form No. 1700) for the last three years duly stamped as
received by the BIR, certified by the individual Borrower [or BIR Form No. 2316
(Certificate of Income Tax Withheld on Compensation) for the last three years may be
accepted in lieu of the required ITR, subject to the following conditions: 1) The individual
Borrower is receiving purely compensation income only from only one employer; and 2)
The amount appearing in the BIR Form No. 2316 submitted by the aforementioned
individual Borrower is consistent with the amount of compensation and tax withheld
appearing in BIR Form. No. 1604-CF filed by the employer with the BIR as jointly certified
by the employer and the Surety as required by law.

(g) Notice of Legal Proceedings and Other Matters - It will promptly give written
notice to the Lender of (i) any dispute, action or unresolved Cease and Desist Order
filed/issued against the Borrower involving the violation of any environmental labor or
other laws, regulations, orders or ordinances, which may materially and adversely affect
the operations or financial condition of the Borrower; (ii) any labor controversy unfair
labor practice resulting in or threatening to result in a strike against the Borrower; (iii)
any proposal by any public authority to acquire the assets or business of the Borrower;
(iv) any Event of Default or any event which, upon a lapse of time or giving notice or
both, would become an Event of Default; (v) any other matter which has resulted or
might result in a material adverse change in the Borrower's financial condition or
operations, and (vi) any dispute affecting the Borrower the resolution of which, if adverse
to the Borrower, will, in the reasonable opinion of the Lender, adversely and materially
affect the financial condition and operations of the Borrower.

(h) Continuing Approvals - It will obtain and continue in full force and effect all
governmental and other permits or approvals obtained in connection with the execution
and delivery of the Agreement, the Note, the Security Document, and other related
documents or agreements and the Borrower’s compliance with all environmental laws,
regulations, orders and ordinances, and obtain any new or additional permits or
 11
approvals, effect any and all registrations or filings, and take such additional actions as
are, or which may become, necessary for the performance or enforceability of the
Agreement, the Note, the Security Document, and other related documents or agreements
and the Borrower’s compliance with all environmental laws, regulations, orders or
ordinances.

(i) Maintenance of Average Daily Balance - The Lender shall be the major
depository bank of the Borrower and shall maintain therein savings and current accounts,
placements and time deposit with an average daily balance (ADB) of at least three (3%)
of outstanding advances or availments (as each of such terms is defined in the
Agreement) which the Lender is fully authorized to debit in the payment of the Note
unpaid at maturity, including accrued interests thereon as well as any and all outstanding
Availments, costs, expenses, fees and charges, if any.

In case the Borrower fails to maintain the required ADB, the Borrower shall
be charged an additional service fee of one per cent (1%) per annum based on
outstanding Credit Obligation.

(j) Environmental Compliance – Whenever applicable, take all feasible

measures to ensure that the Borrower's business is carried out with due regard to
ecological and environmental factors and in compliance with (i) environmental and
occupational and health safety guidelines relevant to the business of the Borrower and (ii)
applicable national and local environmental, occupational and health safety laws and
regulations.

(k) Use of Proceeds - Use the proceeds of the Line in accordance with Section
2.04.

(l) Change in the Composition of Top-Level Management – Promptly inform the

Lender of any change in the composition of its top-level management.

(m) Further Assurances - Hold the Lender free and harmless against any and all
actions, claims or suits arising from any environmental hazard and nuisance resulting from
the Borrower’s business operations and activities.

The Borrower shall ensure that cross-default provisions in respect of this

Agreement shall continue to be authorized and consented to by the Affiliated Borrower
and shall be incorporated in each of the agreements for borrowing or extension of credit
hereafter to be entered into by Borrower and the Affiliated Borrower.

Section 6.02. Negative Covenants

Until expiration of the Line and payment in full of the Credit Obligations and all
other amounts due under the Agreement, the Borrower covenants and agrees that, unless
the Lender shall otherwise consent in writing:

(a) Change in Business - It will not make or permit any material change in the
character of its business from that being carried on at the date of the Agreement, or
engage in any business operation or activity other than those for which it is presently
authorized by law.

(b) Change of Ownership or Management - It will not permit any material

change in ownership or control of its business or of its capital stock or in the composition
of its top-level management.

(c) Negative Pledge - It will not permit any indebtedness to be secured by or to

benefit from any Lien, unless the benefit of such Lien is at the same time extended equal-
 12
ly and ratably to secure the payment of principal, interest and other sums payable
hereunder.

(d) Declaration or Payment of Dividends - It will not declare or pay dividends to

its stockholders or partners (other than dividends payable solely in shares of its capital
stock) or retain, retire, purchase or otherwise acquire any class of its capital stock, or
make any other capital or other asset distribution to its stockholders or partners.

(e) Sale of Assets - It will not sell, lease, transfer or otherwise dispose of all or
substantially all of its properties and assets, divest any of its existing investments therein
or consolidate or merge (except where it is the surviving entity) with any other person or
acquire all or substantially all of the properties or assets of any other person.

(f) Loans and Advances to Any Entity - It will not extend any loans, advances
or subsidies to any corporation, partnership, firm or entity owned by the Borrower or in
which it may have equity, other than advances in the ordinary course of business.

(g) Loans and Advances to Directors, Officers and Stockholders - It will

not extend any loans or advances to any of its directors, officers, stockholders, or partners
except in the ordinary course of business, on ordinary commercial terms and on the basis
of arm’s-length arrangements; provided, that any advances from the Borrower’s affiliates
existing as of the date of this Agreement shall be subordinated to the Borrower’s
obligations hereunder and provided further that debt-equity ratio of the Borrower is
maintained.

(h) Incur Additional Loan - It will not incur any long-term debt or increase its
long-term borrowings with other banks or financial institutions.

(i) Act as Surety - It will not act as guarantor or surety or otherwise be directly
and indirectly contingently liable for any obligation of any person.

(j) Debt-to-Equity Ratio - It will not permit the ratio of its total debt to total
stockholders' equity to exceed _______ at any time during the entire term of the Loan.
For purposes hereof, the term “total debt” shall mean the aggregate amount of all short-
term and long-term liabilities of the Borrower. “Total Stockholders’ Equity” shall mean the
aggregates issued share capital, surplus reserves, retained earnings account and any
incremental revaluation on a balance sheet of the Borrower, computed in accordance with
generally accepted accounting principles.

(k) Current Ratio - It will not permit the ratio of its current assets to current
liabilities to be less than ____ at any time.

(l) Deb-Service Coverage Ratio - It will not permit the ratio of its net operating
income to total debts to be less than ____ at any time.

(l) Lien, Security Interest, or Other Charge or Encumbrance - It will not create
or suffer to exist any Lien, security interest, or other charge or encumbrance, or any other
type of preferential arrangement, upon or with respect to any of its properties, or assign
any right to receive income for the purpose of securing any other debt.

ARTICLE VII. Conditions Precedent to

Effectiveness of the Agreement

Section 7.01. Effectiveness: Conditions Precedent

This Agreement shall not become effective until the following documents, each in
form and substance satisfactory to the Lender, shall have been furnished to the Lender:
 13

(a) Copies of the constitutive documents of the Borrower (including, but without
limitation, the Articles of Incorporation/ Partnership and By-laws, each as amended to
date), duly certified by the Borrower's Corporate Secretary or Assistant Corporate
Secretary.

(b) The certificate of the Borrower's Corporate Secretary attesting to the

passage and continuing validity of the resolutions (i) approving and authorizing the
execution, delivery and performance of the Agreement, the Note, the Security Document,
and other related documents or agreements, (ii) authorizing designated officer(s) to
execute and deliver the Agreement, the Note, the Security Document, and other related
documents or agreements and attesting to the specimen signature/s of such designated
officer(s).

(c) Certified copies of all governmental consents, approvals and authorizations

necessary for the execution, delivery and performance of the Agreement, the Note, the
Security Document, and the operation of its business, in general.

(d) The Security Document duly executed by the Borrower and registered with
the appropriate government entity, if required, together with the official receipt of
registration, copy of latest tax declaration, tax clearance, realty tax receipt for the current
year, insurance policy/ies duly endorsed in favor of the Lender and such other evidence of
ownership of the offered collateral/s.
(e) An opinion of legal counsel to the Borrower as to representations and
warranties and other matters as the Lender may require, dated not earlier than three (3)
Banking Days prior to the date of the initial Availment, substantially in the form
acceptable to the Lender.
(f) Such other documents as shall be provided for in the Agreement or
reasonably requested by the Lender in connection with the Agreement.

ARTICLE VIII. Conditions of Borrowing

Section 8.01. Conditions

The obligation of the Lender to make available the credit line on the date of any
Availment shall be subject to the fulfillment of the following conditions, in addition to the
conditions precedent specified in Section 7.01:

(a) The Lender shall have received the timely Notice of Availment, substantially
in the form of Exhibit “A”.

(b) The Lender shall have received the Note duly executed by the Borrower,
substantially in the form of Exhibit “C”.

(c) The receipt by the Lender of certified true copies of official receipts on the
full payment of all documentary stamp taxes payable in connection with the execution of
the Note.

(d) Such other requirements as shall be provided for in the Agreement such as,
but no limited to, the Certificate of Borrowing and Disclosure Statement, substantially in
the form of Exhibits “B” and “D”, respectively, or reasonably requested by the Lender.

ARTICLE IX. Events of Default

Section 9.01. Events of Default

 14
Each of the following events shall constitute an Event of Default under the
Agreement:

(a) Payment Default - The Borrower defaults in the payment when due of any
amount payable under this Agreement or the Note.

(b) Representation Default - Any material representation or warranty made by

the Borrower in the Agreement or in any certificate issued pursuant thereto or otherwise
in connection therewith shall prove to have been incorrect or misleading as of the time it
was made or deemed to have been made.

(c) Other Provisions Default - The Borrower fails to perform any other term,
obligation or covenant contained in this Agreement, the Note, the Security Document, or
other documents or agreements related thereto or to the business of the Borrower, and
such failure is, in the reasonable opinion of the Lender, not remediable, or, if remediable,
continues unremedied within thirty (30) days after written notice of such failure shall have
been given by the Lender to the Borrower. Provided, however, that no cure period shall
apply to the Events of Default specified in Sections 9.01 (a), (d), (f), and (l).

(d) Cross Default and Cross Acceleration - The Borrower fails to pay or defaults
in the payment of any installment of the principal or interest, or fails to comply or
commits a breach or violation of any term, condition or stipulation, of any other agree-
ment, contract or document with the Lender or any third party to which the Borrower is a
party or privy or under which the Borrower acts as guarantor or surety, including any
agreement similar or analogous thereto, whether executed prior to or after the date of the
Agreement, if the effect of the failure to observe or perform such term, covenant or
agreement is to cause, or to permit any holder of such obligation to cause, such obligation
to become due prior to its stated maturity.

(e) Cancellation of License - Any license, authorization or registration or

approval necessary to enable the Borrower to comply with its obligations under the
Agreement shall be modified in a manner which, in the reasonable opinion of the Lender,
would adversely affect the ability of the Borrower to comply with such obligations, or shall
be withdrawn or withheld, unless the Borrower, within a period of thirty (30) days from
the occurrence thereof, shall advise the Lender in writing that the modification, withdrawal
or withholding of such license, authorization, registration or approval shall not adversely
affect the ability of the Borrower to perform its obligations under this Agreement.

(f) Inability to Pay Debts - The Borrower shall admit in writing its inability to
pay its debts generally as they come due, shall commit an act of bankruptcy or
insolvency, or shall file any petition for suspension of payments or any action for relief
under any bankruptcy, reorganization, insolvency or moratorium law or any other law or
laws for the relief of, or in relation to, debtors.

(g) Bankruptcy Default - An involuntary petition shall be filed under any

bankruptcy law against the Borrower, or a receiver or trustee shall be appointed to take
possession of the properties of the Borrower, unless such petition or appointment is set
aside or withdrawn or ceases to be in effect within thirty (30) days from the date of said
filing or appointment.

(h) Expropriation - Any act, deed, or judicial or administrative proceedings in

the nature of an expropriation, confiscation, nationalization, intervention, acquisition, sei-
zure, sequestration, or condemnation of or with respect to the business and operations of
the Borrower or its property or assets or any substantial portion thereof, shall be
undertaken or instituted by any governmental authority, or any agency or instrumentality
purporting to exercise governmental authority, present or future, and such act, deed or
proceeding shall continue unresolved for a period of more than thirty (30) days.
 15
(i) Event or Condition Affecting This Agreement - Any event or condition
(including, but without limitation, any material adverse change in the economic or
financial condition of the Borrower) shall occur which gives the Lender reasonable grounds
to believe that the Borrower may not, or will be unable to, perform or observe in the
normal course its obligations under the Agreement, and such event or condition remains
unremedied for fifteen (15) days after written notice thereof shall have been given to the
Borrower by the Lender.

(j) Invalidity of Security Document - The Security Document then outstanding

shall cease to be in full force and effect.

(k) Attachments – An attachment or garnishment of or levy upon any of the

properties of the Borrower is made and is not discharged or stayed within thirty (30) days
of having been so imposed.

(l) Unlawfulness Affecting the Borrower - It shall become unlawful for the
Borrower to perform any of its obligations under this Agreement.

(m) Cross Default on Affiliates and Subsidiaries. Any event of default, as listed
in in the preceding items (a to l), which occurs in respect of any outstanding indebtedness
of the Borrower’s Affiliates and/or Subsidiaries to the Lender or any other creditor, shall
constitute an Event of Default under this Agreement.

Section 9.02. Consequences of Default

If an Event of Default shall have occurred, then at any time thereafter, if any such
event shall then be continuing, the Lender shall, by written notice to the Borrower, (i)
declare the Line to be terminated, whereupon the obligation of the Lender to make
available the Availment or maintain the Line shall forthwith terminate, and (ii) declare the
entire unpaid principal amount of the Availment, all interest accrued and unpaid thereon,
and all other amounts payable hereunder to be forthwith due and payable, whereupon the
same shall become immediately due and payable without presentment, demand, protest
or further notice of any kind, all of which are hereby expressly waived by the Borrower.

If an Event of Default shall occur and be continuing, the Lender may enforce its
rights and remedies granted to it under this Agreement and the Security Agreements and,
in addition, exercise all rights and remedies of a secured party under any applicable law.

Section 9.03. Default Charge

(a) Without prejudice to the provisions of Section 9.03 above, if the Borrower
fails to make payment when due of any sum payable hereunder (whether at stated
maturity, by acceleration or otherwise and whether for principal, interest or otherwise),
the Borrower shall pay the following penalty fees computed from the time the amount fell
due until the same is fully paid:

(i) on the defaulted amount of principal – twenty four percent (24%)

per annum on top of the existing interest rate;

(ii) on the defaulted amount of interest – twenty four percent (24%)

per annum.

(b) The Borrower shall likewise indemnify the Lender against any actual,
reasonable and documented loss or expense which it may sustain or incur as a direct
consequence of the default by the Borrower in payment of the principal amount of the
Availments of the Lender or interest thereon.
 16
(c) Interest and penalties payable under this Section 9.03 shall be paid by
the Borrower to the Lender upon receipt of written demand from the Lender. Default
interest and penalties shall be computed on the basis of the actual number of days
elapsed in a year of three hundred sixty (360) days and shall be compounded on a
quarterly basis until payment in full (after as well as before judgment).

ARTICLE X. Fees and Expenses

Section 10.01 The Borrower shall pay to the Lender the following fees and
expenses:

a) Within five (5) Banking Days from date of invoice therefor, the Borrower
shall pay all costs and expenses, including reasonable fees and expenses of the Lender's
counsel, in connection with the preparation, negotiation, execution, delivery and
administration of the Agreement, the Note, the Security Document, and any other
document or agreement required to be executed in relation thereto, as well as costs and
expenses, if any, in connection with the registration, notation and amendment thereof and
the issue of any consent or waiver in connection therewith, and any and all fees, stamps
and other Taxes, and to save the Lender from any and all liabilities with respect to or
resulting from any delay or omission to pay such Taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of the Agreement
and all other documents or agreements related thereto.

(b) The Borrower shall also reimburse the Lender on demand for all expenses
incurred by it, including reasonable expenses and fees of counsel, (i) in connection with
the enforcement of the Agreement, the Note, or the Security Document from and after the
occurrence of an Event of Default, or (ii) with respect to any action which may be
instituted by any person against the Lender in respect of any of the foregoing, or from
violation of any environmental laws, regulations, orders and ordinances, or as a result of
any transaction, action or non- action arising from the foregoing. Such expenses shall be
reimbursed whether or not the Lender gives notice of such Event of Default or action
instituted by any third party.

ARTICLE XI. Miscellaneous

Section 11.01. Waiver, Cumulative Rights

No failure or delay on the part of the Lender in exercising any right, power, or
remedy accruing to it upon any breach or default of the Borrower under this Agreement or
the Security Document shall impair any such right, power or remedy nor shall it be
construed as a waiver of any such breach or default thereafter occurring, nor shall a
waiver of any single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring, nor shall any single or partial exercise of any such
right or power preclude any other or further exercise thereof or the exercise or any other
right or power hereunder. All remedies, either under this Agreement or the Security
Document or by law or otherwise afforded the Lender shall be cumulative and not
alternative. No notice to or demand on the Borrower in any case shall entitle it to any
other or further notice or demand in similar or other circumstances.

Section 11.02. Amendments, Etc.

The Lender may, subject to the provisions of this Section 12.02, from time to time
grant waivers of the provisions of this Agreement or consent to departures by the
Borrower thereof or enter with the Borrower into agreements amendatory or supplemental
thereto for the purpose of modifying any provisions of the Agreement or changing in any
manner the rights of the Lender or of the Borrower hereunder, provided, that no such
waiver or consent and no such amendatory or supplemental agreement shall (i) extend
the maturity of any Availment, increase or reduce the Line, or materially modify any other
 17
terms of this Agreement directly affecting payments by the Borrower hereunder, or (ii)
in any other way change the provisions of this Section 12.02.

Section 11.03. Venue for Suit

The Borrower irrevocably agrees that any legal action, suit or proceeding arising
out of or relating to this Agreement may be instituted, at the option of the Lender, in any
competent court in Makati City or in the appropriate court where the Lender's branch is
located, and by the execution and delivery of this Agreement, the Borrower submits to
and accepts with regard to any such action or proceeding for itself and in respect of its
properties or assets, generally and unconditionally, the jurisdiction of any such court. The
Borrower hereby waives any objection which it may have to the laying of the venue of any
action, suit or proceeding, and further waives any claim that any such suit, action or
proceeding has been brought in an inconvenient forum. The foregoing, however, shall not
limit or be construed to limit the right of the Lender to commence proceedings or to obtain
execution of judgment against the Borrower in any venue or jurisdiction where assets of
the Borrower may be found.

Where arbitration is agreed upon by the parties under the covering loan
agreement, they hereby undertake to amicably settle all disputes, claims and
controversies arising under this Agreement. In the event of failure to amicably settle, all
such disputes, claims and controversies arising under this Agreement shall be settled
through arbitration in accordance with Republic Act No. 876, as amended, otherwise
known as the “The Philippine Arbitration Law.” Once a matter is brought to arbitration, the
decision shall be final, binding and conclusive. The Board of Arbitrators shall be composed
of three members, one to be appointed by the Borrower, another to be appointed by the
Lender, and the third to be appointed by the first two members earlier appointed. The
venue for arbitration shall be Makati City, Metro Manila.

Section 11.04. Governing Law

This Agreement, the Note, the Security Document, and other related documents or
agreements shall be governed by and construed in accordance with the laws of the
Republic of the Philippines.

Section 11.05. Severability of Provisions

If any one or more of the provisions contained in this Agreement, the Note, the
Security Document, or any document or agreement executed in connection therewith,
shall be declared invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained therein shall not in any way be
affected or impaired.

Section 11.06. Entire Agreement

This Agreement and the documents referred to therein, and such other documents
or agreements as may be executed by the parties contemporaneously therewith or
pursuant thereto, constitute the entire agreement of the parties with respect to the
subject matter thereof and shall supersede any prior expressions of intent or
understanding with respect to the transactions therein contemplated.

Section 11.07. Assignment

 18
This Agreement shall be binding upon and shall be enforceable against the
Borrower and the Lender and/or their respective successors or assigns, except that the
Borrower shall not have the right to transfer its rights or obligations under the Agreement
without the prior written consent of the Lender. An assignment or subparticipation by the
Lender of all or a part of its rights and obligations under the Agreement may be made to
the extent permitted by law. Upon any assignment or subparticipation by the Lender, the
assignee or subparticipant shall be entitled, to the extent of the interest assigned or
subparticipated, to the benefit of the indemnities, reimbursements and rights of set-off of
the Lender pursuant to the provisions of the Agreement as fully as if a party thereto.

Section 11.08. Set-Offs

The Lender and Borrower agree that the Lender is authorized, to the extent
permitted by law, to withhold, as additional security for the obligations contracted under
the Agreement, all moneys, properties or securities of the Borrower which may come into
the possession or control of the Lender, whether left with the Lender for safekeeping or
otherwise, or coming into the hands of the Lender in any way, or so much thereof as will
be sufficient to pay any or all obligations incurred by the Borrower under this Agreement
or by reason of any other transaction between the Lender and Borrower as of the date of
this Agreement or thereafter made, and to sell in accordance with law any of such
properties or securities of the Borrower, and to apply the proceeds thereof to the payment
of any of the Borrower's obligations under this Agreement. To effectively carry out the
powers herein granted, the Borrower hereby irrevocably names, constitutes and appoints
the Lender as its true and lawful attorney-in-fact, with full power of substitution, to do and
perform any and all acts and things which may be necessary, proper and convenient to be
done and performed.

Section 11.09. Notices

All communications and notices provided for under this Agreement (including,
without limitation, any modifications of, or waivers or consents thereunder) shall be given
or made in writing (including, without limitation, by facsimile transmission, telecopy, or
electronic mail) delivered or sent to the intended recipient at the following addresses,
facsimile numbers, or electronic mail addresses of the parties (or such other addresses,
contact details or contact person/s as shall be designated by such party in a notice to the
other parties):

If to the Borrower : _______________________________________

_______________________________________
Attention : ______________________________
Fax : _______________________________
e-mail : _______________________________

If to the Lender : Company X

Address X

Attention :_______________________________
_______________________________
Fax :________________________________
Email :_______________________________

Except as otherwise provided in this Agreement, all such communications shall be deemed
to have been duly given only when personally delivered or, in the case of a mailed notice,
upon receipt, in each case given or addressed as aforesaid.

Section 11.10. Acknowledgement of Transparency of Transaction

 19

(a) The Borrower acknowledges that under existing Lender’s policy, no gift, fee,
commission or benefit in favor of any of the Lender's officers and/or employees and/or
any other persons is required as a condition to, or as an additional consideration for, the
approval of the Borrower's loan/credit facility or its renewal/extension/restructuring. The
Borrower further acknowledges that under the Lender's Code of Ethics, Lender's personnel
have the duty to report their superior officers possible violation of the policy.

(b) The Borrower is aware that the Lender is a government-owned corporation

and that the receipt by any of the Lender's officers and/or employees and/or other
persons, as well as the giving by the Borrower (unless opportunely disclosed pursuant to
the provisions of Presidential Decree No. 749) of such gift, fee or commission, are crimes
punishable under the provisions of the Anti-Graft and Corrupt Practices Act (R.A. No.
3019), the Title of the Revised Penal Code on Crimes Committed by Public Officers, the
Code of Conduct and Ethical Standards for Public Officers and Employees (R.A. 6713), the
Plunder Law (R.A. 7080), as well as under other applicable laws and governing
presidential decrees and that it is the Lender's policy to refer any such violation to the
proper government agency for criminal prosecution.

(c ) The Borrower agrees that a violation by the Borrower of the Lender’s policy
prohibiting the giving of such gift, fee, commission or benefit shall be considered an Event
of Default with respect to all the Borrower's outstanding loans and credit facilities with the
Lender.

Section 11.11. Other Conditions

(a) Pursuant to Bangko Sentral ng Pilipinas (BSP) Circular No. 472 Series of
2005, confidentiality of client information is waived and the Lender is authorized to
conduct random verification with the Bureau of Internal Revenue in order to establish
authenticity of the income tax returns and accompanying financial statements submitted
by the Borrower.

(b) Further, should the document(s) submitted prove to be spurious or incorrect

in any material detail, the Lender may terminate any loan or other credit accommodation
granted on the basis of said document(s) and shall have the right to demand immediate
repayment or liquidation of the obligation. Moreover, the Lender may seek redress from
the court for any harm done by the Borrower’s submission of spurious documents.

(c) The Borrower hereby waives its rights under existing laws relative to the
confidentiality of the loan, this Agreement, the Note, the Security Document and such
other information or documents relative thereto in favor of the Lender, the Bangko Sentral
ng Pilipinas, the proper courts and such other administrative and government offices
which may require the disclosure of the aforementioned information and documents.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed by their respective duly authorized signatories as of the day and year first above
written.

Company X
By: By:

_______________________ ______________________________

SIGNED IN THE PRESENCE OF:

 20

_____________________________ ___________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

MAKATI CITY ) SS.

BEFORE ME, this ___ day of _________________ personally appeared:

Name Competent Evidence of Place/Date Issued

Identity

known to me and to me known to be the same persons who executed the foregoing
instrument and who acknowledged to me that the same is their free and voluntary acts
and deeds as well as those of the principals they represent. This instrument, which
consists of eighteen (18 ) pages, refers to a Credit Line Agreement providing for a loan in
the aggregate principal amount of Pesos: _________________including its annexes, and
signed by the parties and their instrumental witnesses on each and every page thereof.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial

seal at the place and on the date first above written.

Doc. No. ______; Book No.______;

Page No. ______; Series of _____.