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Restructuring Agreement
NEA agreement for restructuring
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MARIANO T. CUENCO
Deputy Administrator
Corporate Resources and
Financial Services
RESTRUCTURING AGREEMENT
Rev.2/20/08
KNOW ALL MEN BY THESE PRESENTS:
This RESTRUCTURING AGREEMENT made and entered into by and
between:
NATIONAL ELECTRIFICATION ADMINISTRATION, a government
corporation created under Presidential Decree No. 269, as amended represented
herein by ___MARIANO T. CUENCO___ with office address at __#57 NIA Road,
Government Center, Diliman, Quezon City_, hereinafter referred to as “NEA”
SONIA B. SAN DIEGO
Director
Finance Services Department
ELECTRIC COOPERATIVE, INC. a
cooperative organized and existing pursuant to Presidential Decree No. 269, as
amended, with office address at
, represented
herein by _
, Filipino, of legal age, hereinafter
referred to as “BORROWER”.
____________________
President
- and -
WHEREAS, by virtue of the contract, Borrower has incurred or will incur
amortization arrearages to NEA in the amount of ___________________________
____________________________________ (P____________) PESOS
as of __ __
_;
WITNESSETH :
WHEREAS, NEA and the BORROWER entered into a Contract of Loan
(INTEREST ON ASSUMED LOANS BY PSALM) dated ________________________,
to finance the construction and operation of its electric generation, transmission
and distribution systems and other facilities, hereinafter referred to as Contract;
WHEREAS, Borrowers has requested NEA that it be allowed to restructure
its present and anticipated amortization arrearages by paying ________________
equal quarterly installments starting ____
____ ending __________________
for a period of _______ years subject to accelerated repayment if the financial
condition of the Borrower warrants.
WHEREAS, NEA has agreed to said restructuring proposal of Borrower.
___________________
General Manager
NOW, THEREFORE, for and in consideration of the foregoing premises,
the parties have agreed as they hereby do agree, as follows:
1. That the Borrower’s overdue account as of _
_
amounting to ___P_______________ consisting of the principal, interest and
surcharges shall be restructured and will become new principal. That the
Borrower shall commence paying this restructured loan to NEA at the interest
rate of ________ per annum, over and above current billings, as per
attached schedule.
2. That said restructuring is subject to the following conditionalities
Annual Target as follows:
ANNEX “A”
3. That
a.
b.
c.
d.
e.
f.
the following requirements are to be submitted by the Borrower:
Board Resolution
Justification
Commitment of the ECs Board, Management and Employees
Projected Income Statement and Cash Flow
Five Year Global Competitiveness Plan/PIP/REP
Post dated checks (yearly)
4. That in case of default for a period of two (2) quarters NEA may undertake any
of the following:
a. Suspension of loan releases or any further assistance or application of
such other remedies as provided by law
b. Appointment of a Project Supervisor and/or Acting General Manager
c. Suspension/Removal and replacement of any or all of the members of the
EC Board of Directors, General Manager, other Officers and Employees
d. Appearance of the EC Board, General Manager and Officers before the
NEA Board
e. Declare all unpaid obligations to be immediately due and payable
f. Take-over the construction, operation, management and control of the
system
g. Take any other lawful remedial measure
5. The occurrence of any of the following events shall constitute default by the
borrower EC:
a. failure to perform any term, covenant, promise, condition or agreement
as set forth in the Contract of Loan, Mortgage Contract and Supplemental
Mortgage(s)
b. breach of any warranty or gross misrepresentation
c. violation of any policy, rules and regulations issued by NEA
6. The provisions of the original loan contract are deemed incorporated in the
restructuring agreement.
7. A surcharge rate of __ _%_ per annum will be applied on delayed payments.
8. Repayments will be applied first to surcharges, then to interest due and finally
to the principal.
IN WITNESS WHEREOF, the parties hereto to have set their hands this ______ of
________________________, 20_____ in ______________________, Philippines.
NATIONAL ELECTRIFICATION
ADMINISTRATION
By:
ELECTRIC COOPERATIVE, INC.
By:
MARIANO T. CUENCO
Deputy Administrator
Corporate Resources &
Financial Services
__________________
President
SIGNED IN THE PRESENCE OF:
SONIA B. SAN DIEGO
Director
Finance Services Department
_____________________
General Manager
MARIANO T. CUENCO
Deputy Administrator
Corporate Resources and
Financial Services
Vv
SONIA B. SAN DIEGO
Director
Finance Services Department
____________________
President
___________________
General Manager
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES )
_________________________ ) S.S.
BEFORE ME, a Notary Public in _____________________ this ____ day of
___________________, 20______ personally appeared __MARIANO T. CUENCO__
and _ _____________________ _ with Residence Certificate No. __________ _
issued at ______________________ on _______________ and Residence Certificate
No. ___________ issued at __________________________ on _______________
the same persons who executed the foregoing, consisting of three pages including
this page whereon the acknowledgement is written all pages signed by both parties
and their instrumental witnesses, and acknowledged to me that the same is his free
and voluntary act and deed and that of the Corporation he represents.
WITNESS MY HAND AND NOTARIAL SEAL, at the place and on the
date first above written.
NOTARY PUBLIC
Until December 31, 20________
Doc. No. _________
Page No. _________
Book No. _________
Series of _________
PROMISSORY NOTE
(STILL TO BE PAID BY EC)
P______________________
ASD-04 PN#______________________
On or before _________________________, for value received I/we jointly and
severally, promise to pay the NATIONAL ELECTRIFICATION ADMINISTRATION, or order at
its Office at Quezon City, Philippines, the sum of __________________________________
_____________________________________________
(P__________________)
Philippine Currency, representing principal and interest at the rate of _____________ per
annum. All unpaid amortizations shall earn interest at ____________ per annum.
In case of non-payment of this note or any portion of it on demand, when due, or any
other amount or amounts due on account of this note, the entire obligation shall become due and
demandable, and if for the enforcement of the payment thereof, the NATIONAL
ELECTRIFICATION ADMINISTRATION is constrained to entrust the case to its attorneys. I/we
jointly and severally, bind myself/ourselves to pay for attorneys, as provided for in the mortgage
contract, in additional to the legal fees and other incidental expenses. In the event of foreclosure
of the mortgage securing this note, I/we further bind myself/ourselves jointly and severally, to pay
the deficiency if any.
ELECTRIC COOPERATIVE, INC.
By:
__________________
President
IN THE PRESENCE OF:
SONIA B. SAN DIEGO
Director
Finance Services Department
___________________
General Manager
Annex “A”
_____________________
Loan Restructuring
P______________
Other Conditionalities:
1. Reduce system loss from ________ in _______ to
________ in __________.
2. Maintain average collection period to not higher
than 45 days.
3. Maintain current status with NPC/GENCO and
TRANSCO.
4. Must file an application for rate adjustment with
ERC in case of insufficient rate;
5. Subject to other conditions as the NEA Board may
impose in the future; and
6. Issuance of post-dated checks equivalent to one (1)
years amortization payment.
MARIANO T. CUENCO
Deputy Administrator
Corporate Resources &
Financial Services
_________________
President
SONIA B. SAN DIEGO
Director
Finance Services Department
_________________
General Manager
