SYNDICATED LOAN AGREEMENT

This SYNDICATED LOAN AGREEMENT is made and executed this 15th day of
November by and between:

THE INSULAR LIFE ASSURANCE COMPANY, LTD., an

insurance company duly organized and existing under and by
virtue of the laws of the Republic of the Philippines with principal
office and place of business at the 29th Floor, IL Corporate Centre,
Filinvest Corporate City, Alabang, Metro Manila (INSULAR
LIFE);

CHINATRUST (PHILS.) COMMERCIAL BANK

CORPORATION, a banking corporation duly organized and
existing under and by virtue of the laws of the Republic of the
Philippines with principal office and place of business at the 15th
Floor, Tower One & Exchange Plaza, Ayala Triangle, Ayala
Avenue, Makati City (CHINATRUST);

THE BSP PROVIDENT FUND, a duly registered fund with the

Bureau of Internal Revenue for the benefit of the employees of the
Bangko Sentral ng Pilipinas with principal office and place of
business at Room 516, Five-Storey Building, BSP Complex, Malate,
Manila (BSPPF);

PIONEER ALLIANZ LIFE ASSURANCE CORPORATION, an

insurance company duly organized and existing under and by
virtue of the laws of the Republic of the Philippines with principal
office and place of business at the 4th Floor, Pioneer House-Makati,
108 Paseo de Roxas, Legaspi Village, Makati City (PIONEER
ALLIANZ);

INSULAR LIFE SAVINGS & TRUST COMPANY TRUST

DEPARTMENT, a banking corporation duly organized and
existing under and by virtue of the laws of the Republic of the
Philippines with principal office and place of business at the 7th
Floor, Universal Reinsurance Building, 106 Paseo de Roxas, Makati
City (INSULAR SAVINGS);

LAND BANK OF THE PHILIPPINES TRUST BANKING

GROUP, a banking corporation duly organized and existing under
and by virtue of the laws of the Republic of the Philippines with
 [2]

principal office and place of business at the 21st Floor, LBP Plaza,
1598 M.H. del Pilar, Ermita, Manila (LBP); and

INSULAR INVESTMENT & TRUST CORPORATION TRUST

AND INVESTMENT MANAGEMENT DIVISION, an investment
house duly organized and existing under and by virtue of the laws
of the Republic of the Philippines with principal office and place of
business at the 10th Floor, Insular Life Building, 6781 Ayala Avenue,
Makati City, Makati City (IITC)

(INSULAR LIFE, CHINATRUST, BSPPF, PIONEER ALLIANZ,

INSULAR SAVINGS, LBP and IITC shall be collectively referred to
as the LENDERS and individually as the LENDER);

- and -

AYALA CORPORATION, a corporation duly organized and

existing under and by virtue of the laws of the Republic of the
Philippines with principal office and place of business at Tower
One, Ayala Triangle, Ayala Avenue, Makati City (the
BORROWER);

- with

INSULAR INVESTMENT & TRUST CORPORATION, an

investment house duly organized and existing under and by virtue
of the laws of the Republic of the Philippines with principal office
and place of business at the 10th Floor, Insular Life Building, 6781
Ayala Avenue, Makati City, Makati City (the AGENT).

WHEREAS, the BORROWER has requested the LENDERS for a five (5) year loan
in the principal amount of PHILIPPINE PESOS SIX HUNDRED MILLION
(Php600,000,000.00) for the purpose of financing the BORROWERs working
capital requirements;

WHEREAS, the LENDERS are willing to provide such loan to the BORROWER
upon the terms and conditions herein set forth which the BORROWER hereby
accepts;

NOW, THEREFORE, for and in consideration of the foregoing premises, which

premises shall be an integral part of this Agreement, and of the mutual covenants
and agreements stated herein, the parties hereto agree as follows:
 [3]

SECTION 1. DEFINITIONS

1.01 Defined Terms

As used herein, the following terms shall have the following meanings:

Advance/s shall mean, as to each LENDER, any advance to the BORROWER

pursuant to Section 2.02(c), or, as the context may require, the amount of such
advance from time to time outstanding.

Affiliate shall mean, with respect to the BORROWER, a corporation which

directly or indirectly controls, is controlled by, or is under the common control of
the BORROWER. For purposes of determining if a corporation is an Affiliate of
the BORROWER, the words control or controlled by shall mean ownership
of at least twenty percent (20%) of the total issued and outstanding voting capital
stock, or the right to elect at least twenty percent (20%) of the number of directors
in the corporation.

Agreement shall mean this Syndicated Loan Agreement, as amended or

supplemented from time to time.

Availability Period shall mean the period from the date hereof up to and
including the earliest of (i) one (1) month from the date of execution of this
Agreement, (ii) the date the Commitment is fully availed of by the BORROWER,
or (iii) the date the Commitment terminates in accordance with the terms of this
Agreement. During this period, staggered availments are allowed.

Borrowing shall mean one or more drawdowns of the Commitment pursuant

to Section 2.01.

Business Day shall mean a day on which the principal offices of the LENDERS
and the BORROWER in Makati City and Manila are open for business.

BSP shall mean the Bangko Sentral ng Pilipinas or any governmental authority
that succeeds to the functions thereof.

Commitment shall mean the aggregate principal amount of PHILIPPINE

PESOS SIX HUNDRED MILLION (Php600,000,000.00), which the LENDERS
have agreed to lend to the BORROWER or, as the context may require, the
obligation of the LENDERS to lend such amount in accordance with the terms of
this Agreement. It shall also mean, with respect to each of the LENDERS, the
amount set opposite its name in Schedule I or, as the context may require, the
 [4]

obligation of such LENDER to lend up to such amount in accordance with the

terms and conditions of this Agreement.

Event of Default shall mean any one of the events specified in Section 7.01.

Interest Payment Date shall mean the last day of an Interest Period.

Interest Period shall mean the period commencing on the date of initial
Borrowing and having a duration of three (3) months and each period thereafter
commencing upon the expiry of the immediately preceding Interest Period and
having a duration of three (3) months; provided, that the first Interest Period
with respect to a Borrowing subsequent to the initial Borrowing shall commence
on the date of such subsequent Borrowing and shall end on the last day of the
current Interest Period to synchronize all subsequent Interest Periods; provided,
finally, that the last Interest Payment Date shall coincide with the full repayment
of the Loan.

Interest Rate shall mean the fixed rate of ELEVEN AND 3,135/10,000
PERCENT (11.3135 %) INTEREST per annum.

Loan shall mean the aggregate principal amount of PHILIPPINE PESOS SIX
HUNDRED MILLION (Php600,000,000.00) granted by the LENDERS to the
BORROWER hereunder, or (as the context may require) the principal amount
thereof from time to time outstanding.

Loan Documents shall mean collectively this Agreement and the Note(s).

Note(s) shall mean the promissory note to be issued by the BORROWER

pursuant to Section 2.03, substantially in the form of Exhibit A, or any
promissory note thereafter delivered by the BORROWER with the consent or
upon the request of the LENDERS in extension or renewal thereof or in
substitution therefor or in consolidation of all the drawings under this
Agreement and evidencing all or part of the Loan.

Notice of Borrowing shall mean a notice substantially in the form of Exhibit

B, duly completed and executed by the BORROWER and delivered to the
LENDERS in accordance with Section 2.02(b).

Peso/s and the sign Php shall mean the legal currency of the Republic of the
Philippines.

Repayment Date shall mean the date for the payment of the Loan in full which
shall be five (5) years from initial Borrowing.
 [5]

Subsidiary shall mean, in relation to any person at any particular time, any
other person which is then Controlled, or more than 50% of whose issued equity
share capital is then beneficially owned, directly or indirectly, by that person.
For this purpose, one person being Controlled by another means that the other
(whether directly or indirectly and whether by the ownership of share capital,
the possession of voting power, contract or otherwise) has the power to appoint
and remove all or the majority of the members of the Board of Directors or other
governing body of that person or otherwise controls or has the power to control
the affairs and policies of that person (and Control shall be construed
accordingly).

1.02 Construction

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, joint ventures,
trusts, unincorporated business organizations and any government or any
agency or political subdivision thereof. References to Sections, Schedules and
Exhibits are to be construed as references to the Sections and Schedules of, and
Exhibits to, this Agreement.

SECTION 2. AMOUNT AND TERMS

2.01 Loan

Subject to the terms and conditions of this Agreement, the LENDERS agree to
allow drawdowns on their respective Commitments to the BORROWER on any
Business Day during the Availability Period. The LENDERS may, for any cause
or reason and without notice to the BORROWER, terminate this Agreement to
lend, without prejudice to any obligation already incurred by the BORROWER
under this Agreement.
 [6]

2.02 Availability of Loan

a. The Loan shall be available to the BORROWER in one or more drawings

on such Business Day or Business Days during the Availability Period as
may be mutually agreed upon by and between the LENDERS and the
BORROWER.

b. The BORROWER shall deliver to the LENDERS, through the AGENT, a

Notice of Borrowing in the form attached hereto as Exhibit B at least
three (3) Business Days prior to the date of any proposed Borrowing
hereunder (which date shall be a Business Day) or as otherwise agreed
upon. The Notice of Borrowing, once received and accepted by the
LENDERS, shall be irrevocable and shall commit the BORROWER to
borrow the amount stated therein on the proposed date of borrowing.
Thereafter, in addition to the LENDERS other remedies hereunder, the
BORROWER shall have full liability and accountability for any costs
incurred by the LENDERS resulting from the BORROWERs failure to
effect the drawing or a failure to satisfy the conditions for such drawing,
including losses from re-employment of funds obtained for the drawing at
rates lower than the cost of such funds. The LENDERS shall certify such
costs and losses and shall notify the BORROWER of the aggregate amount
thereof, and such costs and losses as determined by the LENDERS shall be
binding and conclusive on the BORROWER in the absence of manifest
error.

c. On the proposed date specified in the Notice of Borrowing, and subject to

the fulfillment of all conditions precedent set forth in Section 6, each of the
LENDERS shall make the amount of the Advance stated in the Notice of
Borrowing available to the BORROWER at the respective offices of the
LENDERS.

2.03 Note

The Loan shall be evidenced by the Note(s) of the BORROWER. The provisions
of the Note(s) once executed shall be complemented by the terms and conditions
of this Agreement; Provided, however, that in case of conflict between the
Note(s) and this Agreement, this Agreement shall prevail.

2.04 Interest

a. The BORROWER shall pay interest on the Loan outstanding from time to
time on each Interest Payment Date for the Interest Period then ending at
the rate equal to the Interest Rate. If any Interest Payment Date would fall
 [7]

on any day, which is not a Business Day, the interest shall be payable on
the next succeeding Business Day.

b. In the event that:

(i) any of the principal of the Loan, or

(ii) any interest due thereon, or

(iii) any other sum due hereunder or under the Note(s)

shall not be paid in full when due (whether at stated maturity, by

acceleration or otherwise), the BORROWER shall pay the LENDERS a
default penalty on any such amount, whether of principal or of interest or
of any and all amounts due under this Agreement, beginning on the third
day from due date until payment thereof in full, at a rate of twelve percent
(12%) per annum above and in addition to the interest rate payable under
this Agreement and the Note(s), and such default penalty shall be payable
from time to time on demand by the LENDERS.

c. All payments for interest and penalties pursuant to this Section 2.04 shall
be paid directly to each LENDER and computed on the basis of a three
hundred sixty (360) day year and on the actual number of days elapsed.

2.05 Repayment

The BORROWER shall repay the Loan in full on the Repayment Date which shall
be five (5) years from initial Borrowing. On the Repayment Date, the
BORROWER shall directly remit to each LENDER or to such party as may be
authorized by the LENDER its proportionate share in the Loan.

2.06 Prepayments

The BORROWER may prepay or preterminate the Loan, in full or in part, subject
to the following conditions:

a. the BORROWER shall give at least thirty (30) calendar days irrevocable
prior written notice to the LENDERS of the amounts and the date (which
shall be a Business Day) of such prepayment;

b. any prepayment shall be made to the LENDERS on a pro rata basis in

accordance with their respective Commitments;

c. each prepayment shall be made on an Interest Payment Date;

 [8]

d. prepayments shall be in minimum multiples of PHILIPPINE PESOS TEN

MILLION (Php10,000,000.00);

e. the BORROWER shall pay accrued interest on the amount prepaid and
any incremental tax;

f. the BORROWER shall pay a penalty equivalent to 1.50% of the principal

amount prepaid if the prepayment is made within the first year of the
Agreement; 1.0% of the principal amount prepaid if prepayment is made
within the second year of the Agreement; and 0.50% of the principal
amount prepaid if prepayment is made within the third year of the
Agreement; and

g. amounts paid may not be reborrowed hereunder.

2.07 Conclusiveness of LENDERs Books

The books of the respective LENDERS shall be deemed final and conclusive
evidence concerning the amount due them from the BORROWER in the absence
of manifest error.

2.08 Use of Proceeds

The proceeds of the Loan shall be used exclusively to finance the BORROWERs
working capital requirements.

SECTION 3. FUNDING AND YIELD PROTECTION

3.01 Taxes, Duties, Fees and Charges

a. All payments due the LENDERS hereunder or under the Note(s), whether
of principal, interest, penalties, fees or otherwise, shall be made without
setoff or counterclaim, and free and clear of and without any deduction or
withholding on account of any present or future taxes, duties or other
charges (excluding taxes imposed on the overall income of the LENDERS),
imposed by the Republic of the Philippines or any political subdivision or
taxing authority thereof, all of which shall be for the account of the
BORROWER and paid by it when due. If the BORROWER 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 LENDERS, after such deduction or
withholding, of the amount that would have been received if such
deduction or withholding had not been required. If the BORROWER shall
 [9]

pay any tax, charge or assessment for the account of the LENDERS as
provided herein, including withholding taxes or deductions pursuant to
this Section 3.01(a), the BORROWER shall forward to each of the
LENDERS copies of official receipts or other evidence acceptable to the
LENDERS establishing the rate and payment of taxes within ten (10)
calendar days of such payment.

b. In the event that the LENDERS shall be required to pay taxes, levies,
stamps, duties, filing fees and other fees or charges imposed by any taxing
authority of the Republic of the Philippines 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 LENDERS for such taxes, levies, stamps, duties,
fees or charges.

c. The BORROWER shall continue to be liable for taxes under this Section
3.01 notwithstanding any subsequent grant of tax exemptions to the
BORROWER by legislation or grant of any relevant government
authorities; Provided, however, that in the event the grant of tax
exemptions to the BORROWER will not shift the burden of the tax to the
LENDER, then the BORROWER may be released from its liability for such
tax.

d. The BORROWERs obligations under this Section 3.01 shall survive the
repayment of the Loan to the extent that the obligations hereunder have
not been fully discharged by the BORROWER to the prejudice of the
LENDERS.

3.02 Change in Circumstances

a. In the event that there shall hereafter occur any change in any applicable
law, rule or regulation or in the interpretation or administration thereof,
which shall increase (i) the cost to the LENDERS of maintaining any
reserves or special deposits against the Loan or (ii) any other cost of
complying with any law, regulation or condition with respect to the Loan,
and the result of any of the foregoing is to increase the cost to the
LENDERS of making or maintaining the Loan or to reduce the amount of
any payment (whether of principal, interest or otherwise) receivable by
the LENDERS hereunder, then the BORROWER shall have the option to
either (i) prepay the Loan, together with interests accrued thereon,
without premium or penalty, and other sums due under this Agreement,
within sixty (60) calendar days from receipt of written notice from the
LENDERS of such additional cost or reduction of payment, or (ii) pay or
reimburse to the LENDERS such amount as will compensate them for
 [ 10 ]

such additional cost or reduction of payment. The BORROWER, however,

shall have no obligation to prepay the Loan or pay or reimburse to the
LENDERS such additional cost or reduction of payment if the additional
cost or reduction of payment is by reason of the LENDERS violation or
breach of any law or regulation or any request from or requirement of the
BSP, or by reason of any change in the rate of tax imposed on the over-all
net income of the LENDERS or on the gross receipts received by the
LENDERS with respect to the Loan.

b. Notwithstanding anything to the contrary contained herein, in the event

that there shall thereafter occur any change in applicable law, rule or
regulation or in the interpretation or administration thereof, which shall
make it unlawful for the LENDERS to maintain or give effect to their
obligations as contemplated under this Agreement or to receive the
intended benefits of this Agreement, then by written notice to the
BORROWER, the LENDERS may (i) declare their obligation to lend
hereunder terminated, and they shall thereby be terminated, and (ii)
require payment immediately on the principal amount of the Loan then
outstanding as well as accrued interest thereon. Upon such termination, if
the Borrowing has been effected, the BORROWER shall forthwith prepay
the Loan, together with interests accrued thereon, without premium or
penalty, and other sums due under this Agreement, within sixty (60)
calendar days from receipt of written notice thereof sent by the LENDERS
or such number of days as may be provided by law. Such written notice,
which shall be sent to the BORROWER immediately upon the occurrence
of such event, shall be certified to by the LENDERS containing statement
of such illegality or change in circumstances.

3.03 Funding Costs and Losses

The BORROWER shall indemnify the LENDERS against any cost or loss in
connection with the unwinding or liquidating of any deposits, funding or
financing arrangement that the LENDERS may in good faith incur as a result of
any Loan not being made by the LENDERS due to the failure of the BORROWER
to satisfy the conditions specified in Section 6 on the proposed date of
Borrowing.
 [ 11 ]

SECTION 4. REPRESENTATIONS AND WARRANTIES

4.01 Representations and Warranties

To induce the LENDERS to enter into this Agreement and to grant the Loan to
the BORROWER, the BORROWER represents and warrants to the LENDERS
(which representations and warranties shall survive the execution and delivery
of this Agreement and the making of the Loan) that:

a. Corporate Existence. The BORROWER is a corporation duly organized,

validly existing and in good standing under the laws of the Republic of
the Philippines, or is an entity qualified or registered to do business in
every jurisdiction where such registration is necessary and has all the
requisite power, authority and legal right to own its property and assets
and to carry on its business as now being conducted.

b. Corporate Power and Authorization. The BORROWER has full power,

authority and legal right to execute, deliver and perform its obligations
under this Agreement and the Note(s) and all other relevant documents to
be delivered hereunder, and has taken all necessary corporate and legal
action to authorize each of the foregoing.

c. Patents and Copyrights. The BORROWER possesses the patents,

copyrights, trademarks and trade names needed to conduct its business.

d. Validity and Enforceability. This Agreement, the Note(s) and all other
documents to be delivered hereunder will constitute the legal, valid and
binding obligations of the BORROWER enforceable in accordance with
the terms hereof and thereof, and none of the provisions thereof, or any of
the procedures contemplated by any of the provisions thereof, is in
contravention of, or is illegal, void, voidable, prohibited or unenforceable
under the laws of the Republic of the Philippines.

e. No Breach. The execution, delivery and performance of this Agreement,

the Note(s) and all other relevant documents to be delivered hereunder do
not and will not violate, in any respect, any provision of, or result in the
breach of, or constitute a default under (i) any law, rule, order, writ,
decree, determination or award of any governmental authority, agency or
court presently in effect having application to the BORROWER; (ii) the
Articles of Incorporation, By-Laws or other corporate rules of the
BORROWER; or (iii) any agreement or undertaking or instrument to
which the BORROWER is a party or which purports to be binding upon it
or its assigns.
 [ 12 ]

f. No Default. Except as disclosed in writing by the BORROWER, no default

or Event of Default has occurred or is continuing with respect to the
BORROWER and, to the best of its knowledge, its Subsidiaries. No event
has occurred or is continuing which constitutes a default by the
BORROWER or, to the best of its knowledge, its Subsidiaries under or in
respect of any agreement, undertaking or instrument to which the
BORROWER and/or its Subsidiaries is a party or by which they or any of
their assets or properties may be bound, and no event has occurred which
with the giving of notice, lapse of time or other condition would constitute
a default by the BORROWER or, to the best of its knowledge, its
Subsidiaries under or in respect of any such agreement, undertaking or
instrument.

g. Necessary Consents. All necessary consents, approvals and authorizations

required, if any, in connection with the execution, delivery and
performance by the BORROWER of this Agreement, the Note(s) and all
other relevant documents to be delivered hereunder or for the validity or
enforceability hereof, have been obtained and are in full force and effect
and true copies thereof have been delivered to the LENDERS prior to the
relevant date of disbursement of the Loan.

h. Pending or Threatened Action. There are no pending or (to the knowledge

of the BORROWER) threatened legal actions, suits or proceedings before
any court or administrative agency of any jurisdiction (i) with respect to
any of the transactions contemplated by this Agreement, or (ii) against or
affecting the BORROWER, and/or any of its properties or assets which, if
adversely determined, may materially and adversely affect the financial
condition or operations of the BORROWER or impair the ability of the
BORROWER to perform its obligations hereunder.

i. Financial Statements. The audited consolidated financial statements of the

BORROWER for the fiscal year immediately preceding the date hereof
submitted to the LENDERS in connection with this Agreement, are
complete and correctly set forth the financial condition of the
BORROWER as of the dates thereof and the results of operations and
changes in the financial position for the respective periods then ended in
accordance with generally accepted accounting principles and practices in
the Philippines. Since the dates of the aforesaid audited consolidated
financial statements, there has been no material adverse change in the
business, properties, assets, operations or condition, financial or
otherwise, of the BORROWER. There are no substantial liabilities of the
BORROWER, direct or contingent, not reflected in such audited financial
statements.
 [ 13 ]

j. Taxes. The BORROWER has prepared and filed with the appropriate
governmental authorities, national and local, all tax returns required to be
filed, and the BORROWER has paid all taxes shown to be due on such tax
returns and on all assessments received by it, to the extent that such taxes
and assessments have become due, or has provided adequate reserves for
the payment thereof. The BORROWER is not a party to any pending
action or subject of any proceeding by or before any governmental
authority for the assessment or collection of taxes.

k. Title. The BORROWER has good, indefeasible and marketable title to all
of its properties and assets, free and clear of all liens, encumbrances,
restrictions, pledges, mortgages, security interest or charges, except any
thereof as have been disclosed to the LENDERS in writing prior to the
date of this Agreement and encumbrances allowed under Section 5.02(a)
of this Agreement. All such properties are insured and such insurance
against operational risks and liabilities are in force, with coverage and
amounts as are customary for businesses of like nature.

l. Ranking. The Loan and the Note(s) will at all times be and remain the
direct and unconditional obligations of the BORROWER and will at all
times rank in pari passu in right of payment with all other unsecured
indebtedness of the BORROWER, whether now outstanding or hereafter
incurred.

m. Non-violation of Articles, By-Laws and Existing Agreements. The

BORROWER has not violated any of the provisions of its Articles of
Incorporation or By-Laws, or any existing agreement.

n. Laws, Orders, Consents and Approvals. The BORROWER has complied with
all laws and lawful orders and has obtained all the necessary consents and
approvals in regard to the Loan and the conduct of its business
operations.

4.02 Survival of Representations and Warranties

Each of the representations and warranties set forth in Section 4.01 above shall be
true and correct and deemed repeated on the date of each Borrowing and on the
first day of each Interest Period as fully as if made on each such date with respect
to the circumstances of the BORROWER existing at such time.

SECTION 5. COVENANTS OF THE BORROWER

5.01 Positive Covenants

 [ 14 ]

The BORROWER covenants and agrees, unless the LENDERS shall otherwise
consent in writing, that, so long as this Agreement is in effect, and until payment
in full and performance of all obligations hereunder, the BORROWER shall act
and shall perform the following:

a. Use of Proceeds. The BORROWER shall use the proceeds of the Loan for
the sole purpose stated in Section 2.08.

b. Reports. The BORROWER will furnish each of the LENDERS:

(i) within ninety (90) calendar days after the close of each semestral
period of the fiscal year of the BORROWER, unaudited
consolidated financial statements of the BORROWER, as of the end
of such semester, certified by an authorized officer of the
BORROWER;

(ii) within one hundred twenty (120) calendar days after the close of
the fiscal year of the BORROWER, copies of the annual audited
consolidated reports of the BORROWER, certified by independent
accountants of recognized standing acceptable to the LENDERS,
including balance sheets as of the end of such fiscal year and
earnings and surplus statements of the BORROWER for such fiscal
year; and

(iii) such other accounting reports or interim statements or certifications

that may be requested from time to time by the LENDERS, within
ten (10) calendar days from date of request.

c. Corporate Existence. The BORROWER shall do or cause to be done all

things necessary to preserve and maintain its corporate existence and all
its rights, privileges, licenses, permits, concessions and franchises
necessary or desirable in the normal conduct of its business (including,
without limitation, any governmental approval or certification necessary
or advisable for the legality, validity and enforceability of this Agreement,
and the Note[s]), conduct its business in an orderly, efficient and regular
manner and keep in good working order and condition, ordinary wear
and tear excepted, all properties necessary in its business.

d. Taxes and Assessments. The BORROWER shall duly pay and discharge all
taxes, assessments and governmental charges or levies, of whatever
nature and by whomsoever levied, which are imposed or assessed upon it
or against its income or profits or upon any properties belonging to it
(including, without limitation, any taxes, levies and charges in connection
 [ 15 ]

with the execution, delivery and/or performance of this Agreement, the

Note(s) and all other relevant documents to be delivered hereunder), such
payment to be made prior to the date on which penalties attach to such
taxes, assessments, charges or levies, and also pay and discharge when
due all claims assessed which, if unpaid, would become a lien or charge
upon the BORROWERs properties, provided that the BORROWER shall
not be required to pay such tax, assessment, charge, levy or claim which is
being contested in good faith and by appropriate proceedings diligently
conducted by the BORROWER.

e. Insurance. The BORROWER shall, at its own expense:

(i) keep its properties adequately insured at all times by financially

sound and reputable insurers acceptable to the LENDERS and
maintain such insurance, to such extent and against such risk as is
customary with companies in the same or similar business; and

(ii) maintain such other insurance as may be required by law.

f. Current Ratio. The BORROWER shall maintain at all times a ratio of

current assets to current liabilities of at least 0.5:1. For purposes hereof,
current assets and current liabilities (including taxes and other proper
accruals) of the BORROWER shall be determined in accordance with
generally accepted accounting principles and practices in the Philippines.

g. Debt-to-Equity Ratio. The BORROWER shall maintain at all times a total

debt-to-equity ratio of not more than 3:1. For purposes hereof, the term
total debt shall mean the aggregate amount of all short-term and long-
term liabilities of the BORROWER. Equity shall mean the aggregate
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 and practices
in the Philippines.

h. Continuing Consents and Approvals. The BORROWER shall maintain in full

force and effect all authorizations, approvals, licenses or consents obtained
in connection with this Agreement from any governmental authority or
agency, or any entity or person, and shall secure such further
authorizations, approvals, licenses or consents which may be necessary or
required in order that the BORROWER may fulfill its obligations under
this Agreement and the other instruments mentioned herein.

i. Compliance with Law. The BORROWER shall comply in all respects, or

cause to be complied with, all applicable laws, statutes, rules, regulations,
 [ 16 ]

orders and directives of any governmental authority having jurisdiction

over the BORROWER or its business.

j. Other Obligations. The BORROWER shall promptly perform all its

obligations and pay all its indebtedness under any agreement to which it
is a party or by which it is bound as well as promptly comply with all its
commitments with any governmental agency or authority for the
continued enjoyment of its tax exemptions and/or other privileges.

k. Financial Records. The BORROWER shall maintain proper and adequate

financial records and accounts in accordance with generally accepted
accounting principles in the Republic of the Philippines, consistently
applied, and in compliance with the regulations of any governmental
regulatory body having jurisdiction in the premises. Subject to a five (5)
day prior written notice, the BORROWER shall permit any of the
LENDERS or their representatives to examine such records during
reasonable hours and discuss the business of the BORROWER with any of
its officers. The LENDERS shall treat all information and records of the
BORROWER as strictly private and confidential and shall not disclose the
same to any unauthorized persons.

l. Certificate of No Default and Notice of Default. The BORROWER shall

furnish each of the LENDERS:

(i) simultaneous with the unaudited financial statements a certificate

dated not more than ten (10) calendar days prior to the delivery
thereof, stating that no event has occurred and is continuing which
constitutes or which, with the giving of notice or lapse of time or
both, would constitute an Event of Default; and

(ii) within five (5) calendar days after the occurrence of any event
which constitutes or which, with the giving of notice or lapse of
time or both, would constitute an Event of Default, notice of such
occurrence, together with a detailed statement by an authorized
officer of the BORROWER as to the nature thereof and the steps
taken and/or being taken by the BORROWER to cure such event.

m. Notice of Adverse Action. The BORROWER shall give each of the LENDERS
prompt written notice of:

(i) any action, suit or proceeding at law or in equity by or before any

governmental instrumentality or other agency which, if adversely
determined, could materially impair the ability of the BORROWER
to carry on its business substantially as now conducted, or could
 [ 17 ]

adversely affect its ability to observe and perform its obligations

under this Agreement and the Note(s): or

(ii) any other event or matter of any nature whatsoever which

materially and adversely affects the operations, properties, assets or
condition, financial or otherwise, of the BORROWER; or

(iii) any proposal by any public authority to acquire the properties,

assets or business of the BORROWER which could adversely affect
its ability to observe and perform its obligations under this
Agreement and the Note(s).

n. Notice of Change of Address. The BORROWER shall give the LENDERS

written notice of any change of address at least five (5) Business Days
prior to such change.

o. Notice of Change in Board of Directors. The BORROWER shall promptly

give written notice to the LENDERS of any change in the composition of
the BORROWERs Board of Directors, insofar as it arises out of a material
change in the ownership of the BORROWER.

p. Reports. The BORROWER shall promptly execute and deliver such

additional reports, documents and other information with respect to the
business, properties, assets or condition, financial or otherwise, of the
BORROWER as the LENDERS may reasonably require from time to time
to perfect and confirm to the LENDERS all its rights, powers and remedies
hereunder, as well as additional relevant agreements and instruments as
may be reasonably required by the LENDERS.

q. Title. The BORROWER shall maintain, warrant and defend the rights,
title and interests of the LENDERS under the Loan Documents.
 [ 18 ]

5.02 Negative Covenants

Until payment in full of the Loan and any other amount due under this
Agreement and the Note(s) and unless the LENDERS shall otherwise consent in
writing, which consent shall not be unreasonably withheld:

a. Encumbrances. The BORROWER shall not permit any indebtedness to be

secured by or benefit from any lien, pledge, mortgage or encumbrance
unless the benefit of such lien, pledge, mortgage or encumbrance is at the
same time extended equally and ratably to secure the payment of the
principal, interest and other sums payable hereunder, provided that the
foregoing restriction shall not apply to liens, pledges, mortgages or
encumbrances:

(i) in existence on the date hereof and disclosed in writing to the

LENDERS;

(ii) to secure an obligation that is incurred from a Philippine banking

institution, of which the BORROWER is a stockholder, and that is
required to be secured under Section 36 of the General Banking
Law of 2000 (Republic Act No. 8791, as amended) and the
regulations thereunder, or an obligation incurred from an
insurance company in compliance with the applicable requirements
of the Insurance Commission;

(iii) to secure the payment of the purchase price of an asset acquired in

the ordinary course of business or the payment of indebtedness for
borrowed money incurred for the purpose of financing the
purchase of such asset;

(iv) imposed by law such as possessory liens, workers liens and other
similar statutory liens; and

(v) arising out of setoff provisions in its existing agreements on the

date of execution hereof or treasury-related agreements or by
reason of legal compensation.

b. Nature of Business. The BORROWER shall not materially change the

nature of its business as presently conducted, or liquidate or dissolve, or
voluntarily suspend its operations.

c. Ownership or Management. The BORROWER shall not cause or allow a

substantial change in its present management or in the ownership or
control of its capital stock.
 [ 19 ]

d. Merger or Consolidation. The BORROWER shall not enter into any merger
or consolidation, except where the BORROWER is the surviving
corporation; provided, however, that in such case, prior written notice is
given to the LENDERS.

e. Sale or Lease of Assets. The BORROWER shall not sell, lease or dispose of
all or substantially all of its business, properties or assets, except in the
ordinary course of business.

f. Loans, Investments and Advances. The BORROWER shall not make any
loans or advances to, or investment in/with, its directors, officers,
stockholders and other corporations, except for loans and advances to
Subsidiaries and Affiliates in the ordinary course of business. The
BORROWER shall not make any investment which will significantly and
adversely change the scope or nature of its business or operations.

g. Guarantee. The BORROWER shall not purchase or repurchase (or agree,

contingently or otherwise, to do so) the indebtedness of, or assume,
guarantee, endorse, or otherwise become directly or contingently liable in
connection with any obligations, stocks or dividends of, any other person,
firm or corporation other than the following: (i) guarantees in existence
on the date hereof of the obligations of its Subsidiaries or Affiliates; (ii)
guarantees of obligations of AC International Finance Limited and the
BORROWERs other existing or future Subsidiaries which are financing
vehicles similar to AC International Finance Limited; (iii) guarantees to
secure an obligation that is incurred from a Philippine banking institution,
of which the BORROWER is a stockholder, and that is required to be
secured under Section 36 of the General Banking Law of 2000 (Republic
Act No. 8791, as amended) and the regulations thereunder, or an
obligation incurred from an insurance company in compliance with the
applicable requirements of the Insurance Commission; or (iv) guarantees
by endorsement of negotiable instruments for deposit or collection in
similar transactions in the ordinary course of business.

h. Management Contract. The BORROWER shall not enter into a management

contract or any contract or arrangement whereby its business or
operations are managed by any other person and/or enter into any profit
sharing, joint venture or royalty agreements or other similar arrangements
whereby its income or profits are, or might be, shared with any other
person, firm or corporation and which will, in either case, materially and
adversely affect the BORROWERs ability to perform its obligations
hereunder, in any way.
 [ 20 ]

i. Dividends. The BORROWER shall not pay dividends to its stockholders

(other than dividends payable solely in shares of its capital stock)
following an Event of Default.

j. Treasury Stock. The BORROWER shall not purchase, redeem, retire or

otherwise acquire for value any of its capital stock now or hereafter
outstanding (other than in the ordinary course of business or as a result of
the conversion of any shares of capital stock into shares of any other class
of capital stock; provided, that such shall not result in a violation of
Section 5.02[c]) or return any capital to its stockholders as such (other than
distribution payable in shares of its capital stock) or decrease or reduce its
authorized capital stock.

SECTION 6. CONDITIONS OF BORROWING

6.01 Conditions for Borrowing

The obligation of each LENDER to advance its Commitment on the date of the
Borrowing is subject to the following terms and conditions:

a. The BORROWER shall be in compliance with all terms and provisions set
forth herein on its part to be observed or performed, and no Event of
Default or any event which, with due notice or lapse of time or both,
would become an Event of Default shall have occurred and be continuing;

b. The representations and warranties contained in Section 4 shall be true

and correct on the date of Borrowing as if made on and as of such date;
and

c. Each LENDER shall have received (i) the Note(s) duly executed by the
BORROWER corresponding to its Advance; (ii) the timely Notice of
Borrowing referred to in Section 2.02(b); and (iii) a Borrowing Certificate
duly executed by the BORROWER substantially in the form of Exhibit
C.
 [ 21 ]

6.02 Conditions for Initial Borrowing

In addition to the conditions precedent specified in Section 6.01, the obligation of

each LENDER to allow initial Borrowing shall be subject to the condition that the
AGENT shall have received at least three (3) Business Days prior to the date of
initial Borrowing, the following documents, each in form and substance
satisfactory to the AGENT and its counsel and in sufficient copies as may be
required by the LENDERS:

a. Certified copies of the Articles of Incorporation, By-Laws and other

constitutive documents of the BORROWER and all resolutions, consents
and authorizations necessary for the execution, delivery and performance
by the BORROWER of this Agreement and the Note(s);

b. Certified copies of the authorized and specimen signatures of the officers

of the BORROWER who are authorized to execute the Loan Documents;

c. A certificate duly signed by a responsible officer of the BORROWER

indicating the names of the top ten (10) shareholders of the BORROWER
and their respective nationalities, stockholdings and the amount of paid-
up capital of the BORROWER;

d. An opinion of legal counsel to the BORROWER dated not earlier than

three (3) Business Days prior to the date of initial Borrowing, substantially
in the form of Exhibit D; and

e. The favorable opinion of legal counsel to the LENDERS, substantially in

the form of Exhibit E.

The submission by the BORROWER to the AGENT of the documents and

certificates required under this Section 6 in sufficient copies for all the LENDERS
shall be considered as submission to the LENDERS. The AGENT hereby agrees
to distribute the said documents and certificates to each of the LENDERS within
two (2) Business Days from receipt thereof.

SECTION 7. EVENTS OF DEFAULT

7.01 Events of Default

Each of the following events constitutes an Event of Default hereunder:

a. The BORROWER shall fail to pay the Loan when due, or any interest
thereon, or any penalty, fee or charge, or any other amount payable under
 [ 22 ]

the Loan Documents, as and when the same becomes due and such
default remains unremedied for a period of two (2) calendar days after the
due date.

b. The BORROWER fails to perform any other term, obligation or covenant

contained in the Loan Documents or other relevant documents delivered
hereunder, and such failure, if remediable, shall remain unremedied for a
period of five (5) calendar days after the BORROWER shall have received
written notice thereof from the LENDERS.

c. Any statement, representation or warranty made by the BORROWER in

this Agreement, in the loan application or in any other document
delivered or made pursuant thereto shall prove to have been incorrect or
untrue or misleading as of the time it was made or deemed to have been
made, or has ceased to be true or correct or shall become misleading in
any respect, or is violated or not complied with.

d. The BORROWER fails to pay or defaults in the payment of any

installment of the principal or interest relative to, or fails to comply with
or to perform, any other obligation, or commits a breach or violation of
any of the terms, conditions or stipulations, of any agreement, contract or
document with the LENDERS or any third person or persons to which the
BORROWER is a party or privy, whether executed prior to or after the
date hereof, under which credit has or may have been extended to such
BORROWER by the LENDERS or such third person or persons or under
which the BORROWER has agreed to act as guarantor, surety or
accommodation party, which, under the terms of such agreement,
contract, document, guaranty or suretyship, including any agreement
similar or analogous thereto, shall constitute a default thereunder after
allowing for all applicable grace periods, the aggregate principal amount
of which is greater than US DOLLARS TEN MILLION (US$10,000,000.00)
(or its equivalent in other currencies).

e. The BORROWER shall become insolvent or unable to pay its debts as they
become due, or shall commit an act of bankruptcy or insolvency, or shall
file any petition or action for relief under any bankruptcy, reorganization,
insolvency, moratorium or other laws for the relief of debtors, or there
shall be commenced against the BORROWER any proceeding under such
laws, or any judgment or order is entered by a court of competent
jurisdiction for the appointment of a receiver, trustee or the like to take
charge of all or substantially all of the assets of the BORROWER and such
proceeding, judgment or order is not discharged or revoked within thirty
(30) days (or such longer period as the BORROWER satisfies the
 [ 23 ]

LENDERS is appropriate under the circumstances) of having been so filed

or issued.

f. Any act or deed or judicial or administrative proceeding in the nature of

an expropriation, confiscation, nationalization, intervention, acquisition,
seizure or condemnation of, or with respect to, the BORROWER, all or any
substantial portion of the business and operations, management or
ownership thereof, or all or any substantial portion of its capital stock,
property or assets, shall be undertaken or instituted by any government,
governmental agency or authority, present or future, of the Republic of
the Philippines.

g. Any of the concessions, permits, rights, franchises or privileges required

for the conduct of the business and operations of the BORROWER for its
enjoyment of certain tax exemptions and/or other privileges shall be
revoked, cancelled or otherwise terminated, or the free and continued use
and exercise thereof shall be curtailed or prevented, or the occurrence of
any act in general, whether similar or not to the foregoing, in such manner
as may materially and adversely affect the financial condition or
operations of the BORROWER as reasonably determined by the
LENDERS and such is not remedied within thirty (30) days from such
occurrence.

h. There shall have occurred a material change in the business, assets or

financial circumstances or condition of the BORROWER (including,
without limitation, the making of any investment unrelated to the
BORROWERs business, excessive losses due to having made unnecessary
investments or having exposed itself to unnecessary risks, the undertaking
of a major expansion program or permitting earnings before interest and
taxes to fall below a level which would be necessary to service the interest
expense on present and future loan obligation) which, in the reasonable
opinion of the LENDERS, would adversely affect the ability of the
BORROWER to perform its obligations under this Agreement and the
Note(s).

i. Any adverse circumstance occurs, which in the reasonable opinion of the

LENDERS, materially or adversely affects the ability of the BORROWER
to perform its obligations under the Loan Documents and such
circumstance shall continue unremedied within fifteen (15) days after the
LENDERS has given notice thereof to the BORROWER.

j. Any of the Events of Default enumerated in the Loan Documents shall

occur.
 [ 24 ]

k. 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 (or such longer period as the BORROWER satisfies the LENDERS is
appropriate under the circumstances) of having been so imposed.

l. Any authorization, consent, license, permit, validation or approval of or

exemption by, any of the authorities required to authorize, or required in
connection with, the execution, delivery and performance of this
Agreement, the Note(s) and the other relevant documents delivered
hereunder or any certificates, instruments or agreements required in
connection herewith or therewith, or the Loan, or the taking of any action
hereby or thereby contemplated shall not be in full force and effect, or
shall be withdrawn or modified to an extent which may materially and
adversely affect the paying capacity of the BORROWER and is not
reinstated within fifteen (15) days (or such longer period as the
BORROWER satisfies the LENDERS is appropriate under the
circumstances) of having been so revoked, withdrawn or modified.

m. Any violation of any term or condition of any contract executed by the

BORROWER with any bank or financial institution, other persons,
corporations or entities for the payment of borrowed money or the
deferred purchase price of property which constitutes an event of default
or, in general, any violation of any contract, law or regulation which
results in the acceleration or deceleration of the whole obligation to be due
and payable prior to the stated date of maturity and which violation will
adversely and materially affect the performance of the BORROWER under
this agreement, and such violation shall remain unremedied within five
(5) calendar days from receipt of written notice by the BORROWER from
the LENDERS, if involving payment obligations, and within fourteen (14)
calendar days if involving obligations other than payment obligations;
provided that in both instances, such obligation has an aggregate principal
amount greater than US DOLLARS TEN MILLION (US$10,000,000.00) (or
its equivalent in other currencies).

7.02 Consequence of Default

If an Event of Default shall have occurred, then at any time thereafter, if any such
event shall then be continuing, pursuant to the written instructions of the
LENDERS, the AGENT shall by written notice to the BORROWER (i) declare the
Commitment to be terminated, whereupon the obligation of the LENDERS to
make or maintain the Loan hereunder shall forthwith terminate; and (ii) declare
the entire unpaid principal amount of the Loan then outstanding, all interest
accrued and unpaid thereon and all other amounts payable hereunder, to be
forthwith due and payable, whereupon all such amounts shall become
 [ 25 ]

immediately due and payable without presentment, demand, protest or other

notice of any kind, all of which are expressly waived by the BORROWER,
provided, that no such declaration of amounts due and payable shall be
necessary in case of an event of default under Sections 7(a) and 7(d) upon the
occurrence of which default, the whole principal sum and/or all installments
thereof, together with accrued interest and all other charges and penalties due
thereon, shall immediately become due and payable without demand or notice of
any kind, all of which the BORROWER expressly waives. The BORROWER shall
pay on demand by the LENDERS, in respect of any amount or principal paid in
advance of stated maturity pursuant to this Section 7, a prepayment penalty
equal to one and a half percent (1.5%) of the amount prepaid.

In addition, the BORROWER shall indemnify and hold harmless the LENDERS
against any loss or expense which the LENDERS may sustain or incur as a
consequence of the occurrence of any default or Event of Default, including but
not limited to, such amount as the LENDERS may certify, such certification being
necessary to compensate the LENDERS for (i) any loss of interest incurred on
account of such default until the same is paid, and (ii) any interest or fees paid or
payable on account of any funds borrowed in order to cover the amount of the
unpaid Loan.

SECTION 8. THE AGENT

8.01 Appointment

Each LENDER hereby appoints the AGENT to act as its agent as herein specified
and irrevocably authorizes the AGENT to take such action on its behalf under
the provisions of the Loan Documents, and to exercise such powers hereunder as
are specifically delegated to the AGENT and such powers as are reasonably
incidental thereto. In performing its functions and duties hereunder, the AGENT
shall act solely as the agent of the LENDERS and does not assume and shall not
be deemed to have assumed any obligation towards, or relationship of agency or
trust with or for, the BORROWER. The AGENT may perform any of its duties
hereunder by or through its agents or employees.
 [ 26 ]

8.02 Consultation with LENDERS

The AGENT shall, to the extent practicable under the circumstances, consult with
each of the LENDERS prior to taking action on behalf of the LENDERS under
this Agreement. The AGENT shall not take any action contrary to the written
instruction of the LENDERS and shall take any lawful action in accordance with
the provisions of this Agreement prescribed in a written instruction of the
LENDERS. The AGENT may decline to take any action except upon the written
instruction of the LENDERS and the AGENT may obtain ratification by the
LENDERS of any action taken by it under the Loan Documents. In each case, the
AGENT shall have no liability to the BORROWER or any of the LENDERS for
any action taken by it upon the instructions of the LENDERS nor shall the
AGENT have any liability for any failure to act unless the AGENT has been
instructed to act by the LENDERS. Notwithstanding anything herein to the
contrary, the AGENT need not take any action on behalf of the LENDERS unless
and until it is indemnified to its satisfaction for any and all consequences of such
action.

8.03 Liability and Loan Appraisal

In the performance of the duties and in the exercise of the rights and powers
vested in the AGENT by this Agreement, the AGENT shall use such degree of
care and skill as a prudent man would, under similar circumstances, exert or use
in the conduct of his affairs. Neither the AGENT nor any of its officers, directors,
employees or agents shall be liable for any action taken or omitted by them
hereunder or in connection herewith, except for its or their gross negligence or
willful misconduct. The AGENT shall not be responsible for any recital,
statement, representation, warranty or omission herein or in the information
supplied by the BORROWER, or for the authorization, execution, effectivity,
genuineness, validity or enforceability of the Loan Documents or any other
document executed or required in connection therewith, or be required (except
upon the written instruction of the LENDERS) to make any inquiry concerning
the performance or observance by the BORROWER of any of the terms,
provisions or conditions of the Loan Documents. Each of the LENDERS
represents and warrants to the AGENT that it has independently and without
reliance on the AGENT made its own credit investigation and appraisal of the
financial condition and affairs of the BORROWER on the basis of such
documents and information as it has deemed appropriate and that it has entered
into this Agreement on the basis of such independent appraisal, and credit
appraisal without reliance on the AGENT. The LENDERS agree to indemnify
and hold the AGENT free and harmless from and against any and all liabilities,
damages, penalties, judgments, suits, expenses and other costs of any kind or
nature against the AGENT in respect of its obligations hereunder, except where
 [ 27 ]

the same shall arise on account of the AGENTs gross negligence or willful
misconduct.

8.04 Reliance by AGENT

The AGENT shall be entitled to rely upon any communication or document

believed by it to be genuine and correct and to have been signed, sent or made by
the proper persons and to act upon the advice of legal counsel and other experts
selected by it concerning all matters pertaining to this Agreement and its duties
hereunder, and shall not be liable to any of the other parties hereto for any of the
consequences of such reliance. For the purpose of giving of notice or
disbursement of funds, the AGENT may rely on the name and address of each of
the LENDERS as provided in Section 9.09, unless a change in such name or
address shall have been communicated to the AGENT in writing.

8.05 Other Banking Transactions

The AGENT or any of its affiliates may, without liability to account therefor,
engage in any kind of business with the BORROWER as if it were not such agent
or affiliate. In addition, the AGENT shall be entitled to receive from the
BORROWER a portion of any fee in connection with this transaction (in an
amount not exceeding that which has been agreed upon by the AGENT and the
BORROWER in a separate agreement) without any liability to account therefor to
any of the LENDERS, except as the AGENT may have expressly agreed.

8.06 Notices and Determination by the AGENT

The AGENT shall notify each of the LENDERS of all notices served by the
BORROWER within one (1) Business Day from receipt thereof. Determination of
amounts of interest, penalty interest, default penalty and other sums due
hereunder contained in notices from the AGENT shall be conclusive and binding
on the BORROWER and each of the LENDERS, absent manifest error in
computation or transmission. The AGENT shall promptly furnish to each of the
LENDERS copies of notices, reports, financial statements and other documents
submitted by the BORROWER to the AGENT.

8.07 Successor AGENT

Subject to the appointment and acceptance of the successor agent as provided

below, the AGENT may resign at any time by giving written notice thereof at
least thirty (30) calendar days prior to the intended date of resignation to each of
the LENDERS and the BORROWER, and the AGENT may be removed at any
time with or without cause by the LENDERS. Upon any such resignation or
removal, the LENDERS shall have the right to appoint a successor agent to be
 [ 28 ]

chosen from among the LENDERS and the AGENT shall turn over all
documents, papers and deeds in its custody in connection with this Agreement
to the successor agent. If no successor agent shall have accepted such
appointment within thirty (30) calendar days after the retiring agents giving
notice of resignation or the LENDERS removal of the retiring agent, the retiring
agent, on behalf of the LENDERS and with the prior consent of the BORROWER,
may appoint a successor agent which shall be a financial institution or a bank.
Upon the acceptance of any appointment as AGENT hereunder by a successor
agent, such successor agent shall thereupon succeed to and become vested with
the rights, powers, privileges and duties of the retiring agent, and the retiring
agent shall be discharged from its duties and obligations hereunder. After any
retiring agents resignation or removal hereunder as AGENT, the provision of
this Section 8 shall continue in effect for its benefit in respect of any action taken
or omitted to be taken by it while it was acting as the AGENT hereunder.

SECTION 9. MISCELLANEOUS

9.01 Right of Setoff

The BORROWER hereby gives the LENDERS a general lien upon, and/or right
of setoff, and/or right to hold and/or apply to the obligation of the BORROWER
all rights, titles and interests of the BORROWER in and to the balance of every
deposit account, now or any time hereafter existing, with the LENDERS, their
agents or correspondents, or any other claims of the BORROWER against the
LENDERS and in and to all money, negotiable instruments, commercial papers,
notes, bonds, stocks, dividends, interests, credits, chooses in action, claims,
demands or any interests therein, and in any other properties, rights and interest
of the BORROWER or any evidence thereof, which have been or at any time shall
be delivered to, or otherwise come into the possession, control or custody of, any
of the LENDERS or any of its agent or correspondents for any purpose, whether
or not accepted for the purpose or purposes for which they are delivered or
intended. For this purpose, the BORROWER hereby appoints the LENDERS
and/or the AGENT as its irrevocable attorney-in-fact with full power of
substitution/delegation, to sign and endorse any and all documents and perform
any and all acts and things required or necessary in the premises.

Should any of the LENDERS declare a bank holiday, unilaterally or otherwise, or

be ordered closed or placed under receivership by any relevant government
authority or fail in business or become insolvent or if a petition in bankruptcy or
suspension of payment or any other proceedings under any law relating to the
relief of debtors be commenced by or against any of the LENDERS, the Loan
shall be deemed prepaid in full or in part to the extent of the balance of the
BORROWERs deposit accounts with such LENDER, without need of notice or
 [ 29 ]

demand. The remaining balance of the BORROWERs deposit account after the
payment of the Loan shall become due and demandable upon the happening of
any or all of the acts or events mentioned in this paragraph, notwithstanding any
agreement to the contrary, and the LENDER concerned shall pay the
BORROWER such interests, penalties and other charges provided in the relevant
agreements or laws.

9.02 Right to Sell and Transfer Properties of the BORROWER

If any amount under the Loan Documents is past due or in default, the
BORROWER hereby irrevocably constitutes and appoints each of the LENDERS
as its attorney-in-fact with full power and authority and without the necessity of
prior notice, to negotiate, sell and transfer by public or private sale any of the
BORROWERs stocks, securities, bonds or personal properties of which such
LENDER may be in possession and to apply the proceeds of such sale or
disposition to the payment of the obligations of the BORROWER to such
LENDER.

9.03 Application of Payments

Any payment made to the LENDERS hereunder shall be applied first against
costs, expenses, losses and indemnities due hereunder; then against fees due the
LENDERS; then against default and penalty interests, if any; then against past
due interest due on the Loan; then against past due principal; then against
current interest due on the Loan; and thereafter against the principal amount of
the Loan then due and payable.

9.04 Interest Several

The obligations of the AGENT and the LENDERS under this Agreement are
several and nothing in this Agreement shall be deemed to create a partnership or
joint venture among any of the LENDERS and the AGENT. The amounts
payable at any time hereunder to each LENDER shall be a separate and
independent debt and each LENDER shall be entitled to protect its right arising
out of this Agreement and it shall not be necessary for any other LENDER or the
AGENT to be joined as an additional party in any proceedings for such purposes;
provided, that in all instances provided in this Agreement where the LENDERS
are required to make a unanimous decision, each LENDER hereby agrees not to
take any action whatsoever contrary thereto or inconsistent therewith.
 [ 30 ]

9.05 Sharing of Payments

If a LENDER shall, through the exercise of a right of bankers lien, set-off or

similar right against the BORROWER or on account of any voluntary payment
by the BORROWER, obtain payment in respect of its Advances, as a result of
which the outstanding portion of its Advances is proportionately less than the
unpaid portion of the Advances of any LENDER, it shall immediately notify the
AGENT and the other LENDERS of such payment, and it shall immediately
distribute through the AGENT, as payment to the pro rata account of the other
LENDERS, such amount exceeding its pro rata share of the payment on the Loan
as may be necessary, so that the outstanding principal amount of the Advances
of each LENDER shall be in the same proportion to the principal amount of its
Advances prior to such exercise of bankers lien, setoff, similar right or voluntary
payment was to the principal amount of all Advances; provided, however, that
the Advances of such LENDER so paid shall be automatically reinstated to the
extent of the amount required to be shared with the other LENDER; and,
provided further, that such LENDER shall be entitled to further set off or apply
any deposit or credit, which is due to the BORROWER from such LENDER,
against the amount reinstated. The automatic reinstatement of the Advances
shall continue until such LENDER receives full payment of its Advances and is
no longer required to share with any other LENDER the amount received
hereunder.

9.06 Expenses and Taxes

The BORROWER agrees to pay all reasonable costs and expenses, including legal
expenses and fees of counsel, in connection with the negotiation, preparation,
execution and delivery of the Loan Documents and any other document or
instrument required to be executed in relation thereto, as well as reasonable costs
and expenses, if any, and any and all taxes, in connection with the registration,
notation, amendment and enforcement of the Loan Documents and other
documents required to be executed in connection therewith and the issue of any
consents or waivers in connection herewith. The BORROWER shall save the
LENDERS from any and all liabilities with respect to or resulting from any delay
or omission to pay the fees, expenses and taxes, if any, which may be payable or
determined to be payable in connection with the execution, delivery and
enforcement of the Loan Documents and all other documents or instruments
related thereto.

9.07 No Waiver; Cumulative Remedies

No failure or delay on the part of any LENDER in exercising any right, power or
remedy accruing to it upon any breach or default of the BORROWER under the
Loan Documents shall impair any such right, power or remedy, nor shall it be
 [ 31 ]

construed as a waiver of any 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 of any other right or power hereunder. Any waiver, permit, consent or
approval of any kind or character on the part of the LENDERS of any breach of
any provision or condition of this Agreement must be in writing. All remedies
afforded the LENDERS under this Agreement, by law or otherwise, 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.

9.08 Entire Agreement; Amendments

This Agreement and the documents referred to herein constitute the entire
agreement of the parties with respect to the subject matter hereof and shall
supersede any prior expressions of intent or understanding with respect to this
transaction. No amendment or waiver of any provision of this Agreement shall
in any event be effective unless the same shall be in writing and signed by the
LENDERS and the BORROWER, and such amendment or waiver shall be
effective only in the specific instance and for the special purpose for which given.

9.09 Notices

All communications and notices provided for hereunder shall be in writing and
shall be delivered addressed as follows:

If to the BORROWER: AYALA CORORATION

32/F, Tower One, Ayala Triangle, Ayala Avenue
Makati City

Attention: Mr. Renato O. Marzan

Fax: 7594878

If to the LENDERS: THE INSULAR LIFE ASSURANCE

COMPANY, LTD.
29th Floor, IL Corporate Centre, Filinvest
Corporate City, Alabang, Metro Manila

Attention: Mr. Mayo B. Ongsingco

Fax: 7711906

CHINATRUST (PHILS.) COMMERCIAL BANK

CORPORATION
 [ 32 ]

15th Floor, Tower One & Exchange Plaza,

Ayala Triangle, Ayala Avenue, Makati City

Attention: Mr. Martin T. Lee

Fax: 8486977

THE BSP PROVIDENT FUND

Room 516, Five-Storey Building, BSP Complex,
Malate, Manila

Attention: Mr. Victor G. Garlitos

Fax: 5250765

PIONEER ALLIANZ LIFE ASSURANCE

CORPORATION
4th Floor, Pioneer House-Makati, 108 Paseo de Roxas,
Legaspi Village, Makati City

Attention: Mr. Wilfred Blackburn

Fax: 8122880

INSULAR LIFE SAVINGS & TRUST COMPANY

TRUST DEPARTMENT
7th Floor, Universal Reinsurance Building,
106 Paseo de Roxas, Makati City

Attention: Ms. Helen T. Abdon

Fax: 8180784

LAND BANK OF THE PHILIPPINES

TRUST BANKING GROUP
21st Floor, LBP Plaza, 1598 M.H. del Pilar,
Ermita, Manila

Attention: Mr. Josefino C. Cerin

Fax: 5288518
 [ 33 ]

INSULAR INVESTMENT & TRUST CORPORATION

TRUST AND INVESTMENT MANAGEMENT
DIVISION
10th Floor, Insular Life Building, 6781 Ayala Avenue,
Makati City, Makati City

Attention: Ms. Rosalinda Vergara

Fax: 8160686

If to the AGENT: INSULAR INVESTMENT & TRUST CORPORATION

10/F Insular Life Building, 6781 Ayala Avenue
Makati City
Metro Manila

Attention: Mr. Ronnie B. Alcantara

Fax: 8160686

Each notice, request or demand shall be deemed effective, if by personal

delivery, when received and if by mail, five (5) days after being deposited in the
post office, postage prepaid. Any party may change its address for purposes
hereof by written notice to the other parties.

9.10 Attorneys Fees and Liquidated Damages

If upon default by the BORROWER, the LENDERS shall engage the services of
legal counsel, the BORROWER agrees to pay (i) attorneys fees equal to fifteen
percent (15%) of the total amount due from the BORROWER to the LENDERS,
but in no case less than PHILIPPINE PESOS TWENTY THOUSAND
(Php20,000.00), exclusive of all expenses of collection and all costs, and (ii)
liquidated damages equal to fifteen percent (15%) of the total amount due but in
no case less than PHILIPPINE PESOS TWENTY THOUSAND (Php20,000.00).

9.11 Venue

The BORROWER irrevocably consents that any legal action, suit or proceeding
arising out of or relating to the Loan Documents may be instituted at the option
of the LENDERS, in any competent court of Makati City, or where any of the
principal offices of the LENDERS is located. The foregoing, however, shall not
limit or be construed to limit the right of the LENDERS to commence
proceedings against the BORROWER in any other venue where assets of the
BORROWER may be found.
 [ 34 ]

9.12 Assignment, Transferability and Sub-Participation

This Agreement shall be binding upon and shall be enforceable against the
BORROWER and the LENDERS and their respective successors, endorsees and
assignees, provided that the BORROWER may not assign or transfer any of its
rights or obligations hereunder except with the prior written consent of the
LENDERS. Each of the LENDERS reserves the right to further assign, transfer,
novate or effect a sub-participation to one or more parties of any portion/s of
their respective rights and obligations under the Loan Documents, subject to the
prior written consent of the BORROWER, which consent shall not be
unreasonably withheld.

9.13 Severability

In case any one or more of the provisions contained in the Loan Documents or
any document executed in connection therewith shall be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein or therein shall not in any way be affected
or impaired thereby.

9.14 Counterparts

This Agreement may be signed in any number of counterparts. Any single

counterpart or a set of counterparts signed, in either case, by all the parties hereto
shall constitute a full and original agreement for all purposes.

9.15 Waiver of Article 2244(14)(a)

The LENDERS hereby waive any and all preference to which they are entitled
pursuant to Article 2244(14)(a) of the Civil Code of the Philippines, arising out of
or in connection with the Agreement and/or the Note(s) having been notarized
(whether with or without the knowledge of the BORROWER).

THE BORROWER REPRESENTS THAT ITS DULY AUTHORIZED

REPRESENTATIVE/S HAS/HAVE CAREFULLY READ ALL THE
PROVISIONS OF THIS AGREEMENT AND HAS/HAVE UNDERSTOOD ALL
THE TERMS AND CONDITIONS STATED HEREIN. THE BORROWER
FURTHER REPRESENTS THAT AT THE TIME ITS REPRESENTATIVE/S
SIGNED THIS AGREEMENT, ALL THE BLANK SPACES HAVE BEEN
CORRECTLY AND COMPLETELY FILLED UP.
 [ 35 ]

IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the
date written above at Makati City, Philippines.

BORROWER: AYALA CORPORATION

By:

MANUEL Q. BENGSON
Senior Managing Director and Treasurer

RENATO O. MARZAN
Managing Director

LENDERS: THE INSULAR LIFE ASSURANCE

COMPANY, LTD.

By:

VICENTE R. AYLLON
Chairman of the Board

CHINATRUST (PHILS) COMMERCIAL

BANK CORPORATION

By:

JOEY A. BERMUDEZ
President

MARTIN T. LEE
Senior Vice President

THE BSP PROVIDENT FUND

[ 36 ]

By:

VICTOR G. GARLITOS
Director

MELECIO C. PAMATMAT
Acting Deputy Director

PIONEER ALLIANZ LIFE ASSURANCE

CORPORATION

By:

WILFRED BLACKBURN
President and Chief Executive Officer

MOLLY C. UYECIO
Chief Financial Officer

INSULAR LIFE SAVINGS & TRUST

COMPANY TRUST DEPARTMENT

By:

SUSAN R. FIGUERAS
President

HELEN T. ABDON
Vice President

LAND BANK OF THE PHILIPPINES

 [ 37 ]

TRUST BANKING GROUP

By:

MANUEL C. PICZON
Vice President and Trust Officer

JOSEFINO C. CERIN
Head Investment and Trading Dept.

INSULAR INVESTMENT & TRUST

CORPORATION TRUST AND
INVESTMENT MANAGEMENT
DIVISION

By:

ROSALINDA VERGARA
Assistant Vice President and Trust Officer

AGENT: INSULAR INVESTMENT & TRUST

CORPORATION

By:

RONNIE B. ALCANTARA
President

SIGNED IN THE PRESENCE OF:

____________________ ____________________
 [ 38 ]

Schedule I

COMMITMENT OF THE LENDERS

LENDERS AMOUNT

THE INSULAR LIFE ASSURANCE COMPANY, LTD. Php 200,000,000.00

CHINATRUST (PHILS) COMMERCIAL BANK 100,000,000.00

CORPORATION

THE BSP PROVIDENT FUND 80,000,000.00

PIONEER ALLIANZ LIFE ASSURANCE 70,000,000.00

CORPORATION

INSULAR LIFE SAVINGS & TRUST COMPANY 60,000,000.00

TRUST DEPARTMENT

LAND BANK OF THE PHILIPPINES TRUST 50,000,000.00

BANKING GROUP

INSULAR INVESTMENT & TRUST CORPORATION 40,000,000.00

TRUST AND INVESTMENT MANAGEMENT
DIVISION ------------------------
Php 600,000,000.00
==============
 [ 39 ]

EXHIBIT A

FORM OF NOTE

PROMISSORY NOTE

Php _______________________ Maturity Date :

Value Date :

PN No. :

FOR VALUE RECEIVED, the undersigned AYALA CORPORATION (the

BORROWER) hereby unconditionally promises to pay to _____________________ (the
LENDER) or its assigns the principal amount of Philippine Pesos
______________________________ (Php ____________) payable on the Repayment Date
pursuant to Section 2.05 of the Loan Agreement dated ____________ referred to below
(the Agreement) with interest determined pursuant to Section 2.04(a) of the
Agreement, plus other charges at such rate as may be authorized by law.

This Note is one of the Note(s) referred to in, and is subject to the terms and
conditions of, the Agreement between the BORROWER and the syndicate of lenders,
namely, The Insular Life Assurance Company, Ltd., Chinatrust (Phils.) Commercial
Bank Corporation, The BSP Provident Fund, Pioneer Allianz Life Assurance
Corporation, Insular Life Savings & Trust Company, Land Bank of the Philippines and
Insular Investment & Trust Corporation. If an Event of Default as defined in Section
7.01 of the Agreement shall occur, the principal of, and accrued interest including
default and penalty interest on, this Note, may be declared due and payable in the
manner and with the effect provided in the Agreement, presentment, demand, protest or
notice of any kind being expressly waived by the BORROWER.

The Agreement provides for the acceleration of the maturity of this Note upon
the occurrence of certain events and upon the terms and conditions specified therein.

This Note shall be governed by, and construed in accordance with, the laws of
the Republic of the Philippines.

AYALA CORPORATION

By:

(Name)
(Title)
 [ 40 ]

Exhibit B

FORM OF NOTICE OF BORROWING

NOTICE OF BORROWING

[ Date ]

INSULAR INVESTMENT & TRUST CORPORAITON

10/F Insular Life Building
6781 Ayala Avenue, Makati City
Metro Manila
(As AGENT for the LENDERS)

Attention : ________________________

Gentlemen:

We hereby give notice, in accordance with Section 2.02 of the Loan

Agreement dated 15 November 2002 (the Agreement) by and among the
undersigned as BORROWER, the syndicate of lenders referred to therein, and
yourselves as AGENT for the LENDERS, of our intent to borrow the amount of
Philippine Pesos _______________________________ (Php ____________) on
_____________________, or if that is not a Business Day, on the succeeding
Business Day.

Terms used herein and defined in the Agreement shall have the same
meaning ascribed to them therein, unless otherwise defined herein.

Very truly yours,

AYALA CORPORATION

By:

____________________
(Name)
(Title)
 [ 41 ]

Exhibit C

FORM OF BORROWING CERTIFICATE

_______________________
(Date of Borrowing)

INSULAR INVESTMENT & TRUST CORPORATION

10/F Insular Life Building
6781 Ayala Avenue, Makati City
Metro Manila
(As AGENT for the LENDERS)

Attention : ________________________

Gentlemen:

AYALA CORPORATION (the BORROWER) hereby certifies to the

LENDERS named in the Syndicated Loan Agreement dated 15 November 2002
(the Agreement) and to yourselves as AGENT for the LENDERS, that as of the
date hereof:

(a) no event has occurred which constitutes, or which with the giving of
notice or the lapse of time or both would constitute, an Event of Default
under the Agreement;

(b) all the representations and warranties of the BORROWER contained in

Section 4 of the Agreement remain true and correct; and

(c) all applicable Conditions of Borrowing required under Section 6 of the

Agreement have been fulfilled, and all documents heretofore delivered to
you pursuant to said Section of the Agreement continue in full force and
effect.

Terms used herein and defined in the Agreement shall have the same
meaning ascribed to them therein.

AYALA CORPORATION

By:
_____________________
(Name)
(Title)
 [ 42 ]

Exhibit D

FORM OF OPINION OF COUNSEL TO THE BORROWER

[Letterhead of Counsel to the BORROWER]

[Date]

INSULAR INVESTMENT & TRUST CORPORATION

10/F Insular Life Building
6781 Ayala Avenue, Makati City
Metro Manila
(As AGENT for the LENDERS)

Attention : ________________________

Gentlemen:

We have acted as counsel to AYALA CORPORATION (the

BORROWER) in connection with the negotiation, execution and delivery of the
Syndicated Loan Agreement dated 15 November 2002 (the Agreement) by and
among the BORROWER, the syndicate of lenders referred to therein (the
LENDERS) and yourselves as AGENT for the LENDERS upon the terms and
conditions of which the LENDERS have agreed to make Advances to the
BORROWER in an aggregate principal amount of up to Philippine Pesos Six
Hundred Million (Php600,000,000.00). This opinion is being delivered to you
pursuant to Section 6.02(d) of the Agreement.

Unless otherwise defined herein, terms used herein and defined in the
Agreement shall have the same meaning ascribed to them therein.

In our capacity as legal counsel for the BORROWER, we have reviewed all
pertinent laws, rules and regulations of the Republic of the Philippines, and
examined the Loan Documents and such documents, agreements, records and
matters as we have considered necessary or desirable for the opinions hereinafter
expressed.

In our examination, we have ascertained the genuineness of all the

signatures, the authenticity and due execution of all documents purporting to be
originals and have verified the conformity to the originals of all documents
purporting to be copies thereof.
 [ 43 ]

The opinions hereinafter set forth are limited to matters of Philippine law,
and no opinion is expressed as to the laws of any jurisdiction other than the
Philippines.

Based upon the foregoing, it is our opinion that:

(a) The BORROWER is a corporation duly organized, validly existing and in

good standing under the laws of the Republic of the Philippines, or is an
entity qualified or registered to do business in every jurisdiction where
such registration is necessary and has all the requisite power, authority
and legal right to own its property and assets and to carry on its business
as now being conducted.

(b) The BORROWER has full power, authority and legal right to execute,
deliver and perform its obligations under the Loan Documents and all
other relevant documents to be delivered thereunder, and has taken all
necessary corporate and legal action to authorize each of the foregoing.

(c) The BORROWER possesses the patents, copyrights, trademarks and trade
names needed to conduct its business.

(d) The Loan Documents and all other documents to be delivered hereunder
will constitute the legal, valid and binding obligations of the BORROWER
enforceable in accordance with the terms hereof and thereof, and none of
the provisions thereof, or any of the procedures contemplated by any of
the provisions thereof, is in contravention of, or is illegal, void, voidable,
prohibited or unenforceable under the laws of the Republic of the
Philippines.

(e) The execution, delivery and performance of the Loan Documents and all
other relevant documents to be delivered thereunder do not and will not
violate, in any respect, any provision of, or result in the breach of, or
constitute a default under (i) any law, rule, order, writ, decree,
determination or award of any governmental authority, agency or court
presently in effect having application to the BORROWER; (ii) the Articles
of Incorporation, By-Laws or other corporate rules of the BORROWER; or
(iii) any agreement or undertaking or instrument to which the
BORROWER is a party or which purports to be binding upon it or its
assigns.

(f) Except as disclosed in writing by the BORROWER to the LENDERS, no

default or Event of Default has occurred or is continuing with respect to
the BORROWER and, to the best of its knowledge, its Subsidiaries. No
 [ 44 ]

event has occurred or is continuing which constitutes a default by the

BORROWER or, to the best of its knowledge, its Subsidiaries under or in
respect of any agreement, undertaking or instrument to which the
BORROWER and/or its Subsidiaries is a party or by which they or any of
their assets or properties may be bound, and no event has occurred which
with the giving of notice, lapse of time or other condition would constitute
a default by the BORROWER or, to the best of its knowledge, its
Subsidiaries under or in respect of any such agreement, undertaking or
instrument.

(g) All necessary consents, approvals and authorizations required, if any, in

connection with the execution, delivery and performance by the
BORROWER of the Loan Documents and all other relevant documents to
be delivered thereunder or for the validity or enforceability hereof, have
been obtained and are in full force and effect and true copies thereof have
been delivered to the LENDERS.

(h) There are no pending or threatened legal actions, suits or proceedings

before any court or administrative agency of any jurisdiction (i) with
respect to any of the transactions contemplated by the Agreement, or (ii)
against or affecting the BORROWER, and/or any of its properties or
assets which, if adversely determined, may materially and adversely affect
the financial condition or operations of the BORROWER or impair the
ability of the BORROWER to perform its obligations under the Loan
Documents.

(i) The BORROWER has prepared and filed with the appropriate
governmental authorities, national and local, all tax returns required to be
filed, and the BORROWER has paid all taxes shown to be due on such tax
returns and on all assessments received by it, to the extent that such taxes
and assessments have become due, or has provided adequate reserves for
the payment thereof. The BORROWER is not a party to any pending
action or subject of any proceeding by or before any governmental
authority for the assessment or collection of taxes.

(j) The BORROWER has good, indefeasible and marketable title to all of its
properties and assets, free and clear of all liens, encumbrances,
restrictions, pledges, mortgages, security interest or charges, except any
thereof as have been previously disclosed to the LENDERS. All such
properties are insured and such insurance against operational risks and
liabilities are in force, with coverage and amounts as are customary for
businesses of like nature.
 [ 45 ]

(k) The Loan and the Note(s) will at all times be and remain the direct and
unconditional obligations of the BORROWER and will at all times rank in
pari passu in right of payment with all other unsecured indebtedness of
the BORROWER, whether now outstanding or hereafter incurred.

(l) The BORROWER has complied with all laws and lawful orders and has
obtained all the necessary consents and approvals in regard to the Loan
and the conduct of its business operations.

Very truly yours,

(Counsel for the BORROWER)

 [ 46 ]

Exhibit E

FORM OF OPINION OF COUNSEL TO THE LENDERS

[Letterhead of Castillo Zamora & Poblador]

[Date]

INSULAR INVESTMENT & TRUST CORPORATION

10/F Insular Life Building
6781 Ayala Avenue, Makati City
Metro Manila
(As AGENT for the LENDERS)

Attention : ________________________

Gentlemen:

We have acted as your legal counsel in connection with the preparation,

execution and delivery of the Syndicated Loan Agreement dated 15 November
2002 (the Agreement) by and among AYALA CORPORATION as
BORROWER, the lenders indicated therein (the LENDERS) and yourselves as
AGENT for the LENDERS, upon the terms and conditions of which the
LENDERS agreed to lend to the BORROWER the principal amount of Philippine
Pesos Six Hundred Million (Php600,000,000.00). This opinion is delivered
pursuant to Section 6.02 (e) of the Agreement. Terms used herein and defined in
the Agreement shall have the same meaning ascribed to them therein.

For purposes of this opinion, we have examined executed copies of the

Loan Documents and the originals or copies photocopied, certified or otherwise
identified to our satisfaction, of the documents described in the Schedule of
Documents attached to this opinion.

In giving this opinion, we have assumed in relation to all relevant

documents, that:

(a) the signature or initials on the originals of each of such documents are
genuine;

(b) all such documents submitted to us as copies conform to the originals;

 [ 47 ]

(c) all matters of fact stated in such documents are true and correct; and

(d) all such documents executed by you have been executed and delivered
pursuant to due authorization.

Subject to and based upon the foregoing, we confirm that [i] all
requirements of Philippine law in connection with the due authorization,
execution and delivery of the Loan Documents have been complied with, and [ii]
all relevant documents including those submitted by the BORROWER pursuant
to Section 6 of the Agreement are in satisfactory legal form and substantially
comply with the requirements of that Section as conditions precedent to the
making of the Advances to the BORROWER.

Very truly yours,

CASTILLO ZAMORA & POBLADOR

By:

________________________