JOHNMARK A.

DE LEON

Development Bank of the Philippines

Witness

AMENDMENT TO TERM LOAN AGREEMENT

This AMENDMENT TO TERM LOAN AGREEMENT (the "Amendment"), by and

between:
CHRISTINA P. AÑOSO

DEVELOPMENT BANK OF THE PHILIPPINES, a government financial

institution created and operating pursuant to the provisions of
Witness

Executive Order No. 81 dated December 3, 1986, otherwise known

as the 1986 Revised Charter of the Development Bank of the
Philippines, as amended by Republic Act No. 8523 dated February
14, 1998, with address at Sen. Gil J. Puyat Avenue, Makati City,
Philippines (the “Lender”),

- and -
LGU-Real, by: Hon. DIANA ABIGAIL D. AQUINO

MUNICIPALITY of REAL, a local government unit created and

operating under the laws of the Republic of the Philippines, with
principal address at Larosa Street, Poblacion 1, Real, Quezon,
Philippines, represented by its Mayor, Hon. Diana Abigail D. Aquino,
who is authorized for this purpose under Sanggunian Pambayan
Resolution Numbers 152 and 153, Series of 2020, copies of which are
attached as Annexes “A” and “B,” respectively, and made integral
part of this document (the “Borrower”),

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

WHEREAS, the parties hereto executed a Term Loan Agreement dated 26

January 2018 (the “Loan Agreement”).

WHEREAS, there is a need to amend the Loan Agreement to reflect the

new agreement of the parties.

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

ARTICLE I Amendments
DBP, by: SAVP VIOLETA A. DELA TORRE

Section 1.01. Amendment to Sec. 1.01 (g) of the Loan Agreement

Section 1.01 (g) of the Loan Agreement is hereby amended to read as

follows:

“(g) ‘Availability Period’ means the period from the date hereof to and
including the earliest of (a) the date the Commitment is fully availed of by the
Borrower, or (b) the date the Commitment is terminated or cancelled in
Lender

accordance with the terms of this Agreement or (c) 31 December 2021, unless
otherwise extended upon the sole discretion of the Lender and after due
 MUNICIPALITY of REAL
Amendment to Term Loan Agreement

payment of the required Extension Fee, if any. Provided further, that the Gross
JOHNMARK A. DE LEON

Receipt Tax or other substitute tax shall be for the account of the Borrower.”

Section 1.02. Amendment to Sec. 2.07 (a) on “Interest”

Section 2.07 (a) of the Loan Agreement is hereby amended to read as

Witness

follows:

“The Borrower agrees to pay the interest on the Advance on or before the
Interest Payment Date without need of prior demand, under the following terms:

“(a) The interest rate shall be (i) initially 7.4% per annum, fixed from 19
CHRISTINA P. AÑOSO

December 2018 to 18 December 2019; (ii) subject to adjustment,

effective 19 December 2019, at 5% per annum, fixed for the
remaining term of the Loan or until 19 December 2033 (the “Adjusted
Interest Rate”), subject to Section 2.07 (b) hereof.
Witness

“Any interest adjustment shall be upon prior notice and acceptance

by the Borrower. 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 Rate shall be
LGU-Real, by: Hon. DIANA ABIGAIL D. AQUINO

considered deemed accepted by the Borrower.

“For purposes of the Borrowing, Interest Period shall mean each of the
successive periods of one (1) quarter. Each Interest Period shall end
on the numerically corresponding day of each quarter end period
after the date of Borrowing (or if there is no day so corresponding in
such month, such Interest Period shall end on the last day of such
quarter); Provided that, if any Interest Period would otherwise end on
a day which is not a Banking Day, such 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
Borrower

Period shall end on the immediately preceding Banking Day.”

Section 1.03. Amendment to Sec. 2.09 (a) on “Security Document”

Section 2.09 (a) of the Loan Agreement is hereby amended to read as

follows:
DBP, by: SAVP VIOLETA A. DELA TORRE

“(a) The payment of all Loan Obligations at any time owing under this
Agreement, as well as the prompt observance and performance of the terms
and conditions contained herein, shall be secured by the following Collaterals to
be evidenced by the following documents in such form acceptable to the
Lender (hereinafter collectively referred to as the “Security Document”):

“(i) Continuing assignment in favor of the Lender of the allowable

portion of Borrower’s Internal Revenue allotment (IRA) and
other revenues, with a hold-out/automatic offset provision for
Lender

debt servicing in an amount equivalent to at least one (1)

quarterly amortization payable under the Agreement and
other related documents; and

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MUNICIPALITY of REAL
Amendment to Term Loan Agreement

“(ii) Endorsement in favor of the Lender of the Contractor’s All Risk

Insurance coverage on the construction project which are
hereby required to be procured during the period of
construction, to be converted into appropriate insurance
coverage upon completion of the same, in both cases to be
placed by the Lender with the Government Service Insurance
System for the account of the Borrower; and

“(iii) Continuing assignment in favor of the Lender of the Borrower’s

bank deposit, with a hold-out/automatic offset provision for
debt servicing in an amount equivalent to at least PHIPPINE
PESOS: ONE HUNDRED TWENTY MILLION (PhP120,000,000.00).”

ARTICLE II Miscellaneous Provisions

Section 2.01. Terms defined in the Loan Agreement

Unless otherwise amended or supplemented herein, the terms defined in

the Loan Agreement shall have the same meaning ascribed to them therein.

Section 2.02. Effect on Loan Agreement

Except as specifically amended or supplemented hereby, all the terms

and conditions of the Loan Agreement and the Notes executed thereunder
which are not inconsistent herewith shall remain in full force and effect, and this
Amendment and the Loan Agreement and the Notes executed thereunder
shall be deemed and read as a single integrated document.

Section 2.03. Effectivity

Any and all acts or deed earlier made or executed by the parties in
pursuance of the foregoing shall be deemed confirmed and ratified.

IN WITNESS WHEREOF, the parties have hereunto set their hands this ___
day of ________________ 2020 at _______________________, Philippines.

DEVELOPMENT BANK MUNICIPALITY of REAL

OF THE PHILIPPINES (DBP) (LGU-Real)
Lender Borrower
By: By:

SAVP VIOLETA A. DELA TORRE Hon. DIANA ABIGAIL D. AQUINO

Head, Lucena Lending Center Municipal Mayor

Signed in the presence of:

_____________________________ _____________________________
Name: CHRISTINA P. AÑOSO Name: JOHNMARK A. DE LEON
Address: Lucena City Address: Real, Quezon
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 MUNICIPALITY of REAL
Amendment to Term Loan Agreement

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

JOHNMARK A. DE LEON

) Sc.

Before me, this __ day of _____________________ 2020 personally appeared:

NAME COMPETENT EVIDENCE OF IDENTITY

Witness

VIOLETA A. DELA TORRE DBP ID No. 0094366-VIO

Hon. DIANA ABIGAIL D. AQUINO Driver’s License No. D09-04-000177

CHRISTINA P. AÑOSO

known to me to be the same persons who executed the foregoing instrument

and who acknowledged to me that: (a) their signatures on the instrument were
voluntarily affixed by them for the purpose stated therein; (b) the execution of
Witness

the said instrument is their free and voluntary act and deed; and (c) for those
acting in representative capacities, that they are duly authorized to sign this
instrument in such capacities. This instrument refers to an AMENDMENT TO TERM
LOAN AGREEMENT, consisting of four (4) pages, an Annex “A” consisting of two
(2) pages, and an Annex “B” consisting of two (2) pages, signed by the parties
and their instrumental witnesses.
LGU-Real, by: Hon. DIANA ABIGAIL D. AQUINO

WITNESS MY HAND and SEAL.

Doc. No.: _____;

Page No.: _____;
Book No.: _____;
Series of 2020.
Borrower
DBP, by: SAVP VIOLETA A. DELA TORRE
Lender